FORM 10-QSB

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C.  20549

             Quarterly Report Under Section 13 or 15 (d)
                Of the Securities Exchange Act of 1934


             For Quarter Ended        April 30, 1999

              Commission File Number    0-011228


                     SYSTEMS ASSURANCE CORPORATION
        (Exact name of registrant as specified in its charter)


          DELAWARE                                 02-0337028
     (State or other jurisdiction of               (IRS Employer
     incorporation or organization)               Identification No.)


                     6975 SOUTH UNION PARK CENTER
                      SALT LAKE CITY, UTAH  84047
               (Address of principal executive offices)


Registrant's telephone number
including area code                                         (801) 256-9600


              4505 Wasatch Blvd. #300, S.L.C.  UT 84124
             Former Address, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports)

                           Yes  X   No

and (2) has been subject to such filing requirements for the past 90 days.

                           Yes  X   No


                            26,080,755
                     (Number of shares of common
                       stock the registrant had
                   outstanding as of July 20, 1999)

                                PART 1

ITEM 1 - FINANCIAL STATEMENTS

     The condensed financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.

     In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of
the Company as of April 30, 1999 and the results of its operations and changes
in its financial position from November 1, 1998 through April 30, 1999 have
been made.  The results of its operations for such interim period is not
necessarily indicative of the results to be expected for the entire year.


                    SYSTEMS ASSURANCE CORPORATION
                            Balance Sheets


                                ASSETS

                                               April 30,     October 31,
                                                1999             1998


CURRENT ASSETS                   $      -          $             -





              LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

CURRENT LIABILITIES

Accounts Payable and Accrued Expenses           8,919       $         8,919

Total Current Liabilities                       8,919                 8,919


STOCKHOLDERS' EQUITY

     Class A Preferred stock, $.001 value,
     0 shares issued and outstanding (Note 5)        -               -
     Class B Preferred stock, $.001 value,
     0 shares issued and outstanding(Note 5)         -              -
     Class C Preferred stock, $.001 value,
     0 shares issued and outstanding (Note 5)        -              -
     Common Stock 30,000,000 shares
     authorized at $.0001 par value;
    21,080,755 shares issued and outstanding (Note 5)
                                                    21,080        21,080
     Capital in Excess of Par Value             10,142,134    10,142,134
     Retained Deficit                          (10,172,133)  (10,172,133)

     Total Stockholders' Equity                    (8,919)        (8,919)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $       -           $    -





                    SYSTEMS ASSURANCE CORPORATION
                       Statements of Operations
                             (unaudited)

               For the Three    For the Three   For the Six   For the Six
               Months Ended     Months Ended    Months Ended   Months Ended
                April 30,        April 30,        April 30,     April 30,
                  1999             1998             1999           1998


REVENUE

     Income     $   -              $   -            $-           $-

EXPENSES

     General
& Administrative    -                    -            -           20,000


Total Expenses      -                    -            -           20,000

NET INCOME
 (LOSS) -
 Before Taxes  $    -              $     -         $   -         $(20,000)

 Taxes              -                    -              -           -

INCOME (LOSS)  $    -              $     -         $    -        $(20,000)


Loss Per Common
Share          $    -              $     -          $    -       $    -

Average
Outstanding
Shares           21,080,114          21,080,114     14,113,447    14,113,447






                    SYSTEMS ASSURANCE CORPORATION
                       Statements of Cash Flow
                             (unaudited)

                                            For the Six        For the Six
                                           Months Ended       Months Ended
                                            April 30,          April  30,
                                              1999               1998
CASH FLOWS FROM
     OPERATING ACTIVITIES
   Net Income (Loss)                       $     -            $  (20,000)
   Increase (Decrease)
     in Accounts Payable                         -                 -
   Expenses paid in stock                        -                20,000
                                                 -                 -

CASH FLOWS FROM
  INVESTING ACTIVITIES                           -                 -
                                                 -                 -
CASH FLOWS FROM
  FINANCING ACTIVITIES
   Issuance of Common Stock (Net)                -                 9,000

INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                           -                 9,000

CASH AND CASH EQUIVALENTS
   AT THE BEGINNING OF PERIOD                   -                   603

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                      $       -             $   9,603

CASH PAID DURING THE PERIOD FOR:
   Interest                             $        -            $    -
   Income Taxes                         $        -            $    -




                    SYSTEMS ASSURANCE CORPORATION
                  Notes to the Financial Statements
                            April 30, 1999

NOTE 1 - INTERIM FINANCIAL STATEMENTS

      Management has elected to omit all of the disclosures for the interim
financial statements ended April 30, 1999 but has made all the necessary
adjustments to present an accurate financial statements for the six months
presented.



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

     Liquidity and Capital Resources.  The Registrant had approximately
$(8,919) as operating capital at April 30, 1999, compared to $(345) for the
same period last year. The Registrant intends to raise additional funds as
needed through private placements with accredited and sophisticated investors.

     Results of Operation.  Due to the lack of operations during the quarter
ended April 30, 1999, the registrant had net income of $0 compared to net
income of $0 for the same period last year. The registrant had a net loss of
$ 0 for the six months ended April 30, 1999 compared to a net loss of
$ (20,000) for the same period last year.  The loss for the six months in 1998
was for $20,000 in officer compensation which was paid in common stock.

     Plan of Operations.  The Company is currently in the process of looking
for business opportunities with which to acquire or merge.  There is no
guarantee that management will be successful in finding such an opportunity.
The Company is also in the process of bringing all of its periodic reports
current for filing with the Securities and Exchange Commission. During this
process, the Company intends to raise operational capital through private
placements.

                                        PART II

OTHER INFORMATION

Item 1.   Legal Proceedings.                                    None
Item 2.   Changes in Securities.                                None
Item 3.   Defaults Upon Senior Securities.                      None
Item 4.   Submission of Matters to a Vote of Security Holders.  None
Item 5.   Other Information.                                    None
Item 6.   Exhibits and Reports on Form 8-K.                     None



                              SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned authorized officer.


Dated July 20, 1999
                          Systems Assurance Corporation

                         /s/ Dean H. Becker
                         President and Principal
                         Financial Officer