SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

     Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934.

       April 30, 1997                                 0-011228
  For the Quarter Ended                      Commission File Number

                          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.)

10 Exchange Place, Suite 309
     Salt Lake City, Utah                                           84111
(Address of principal executive offices)                         (Zip Code)

                     18 West King Street, Malvern, PA 19355
                          (Former Address and Zip Code)

                                 (801) 364-3500
               (Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 Par Value
                                (Title of Class)

                 Name of each exchange on which registered: NONE

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 for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X] Yes [ ] No

Number of shares of the Registrant's  Common Stock, $.01 par value,  outstanding
at April 30, 1997: 798,835.

                     DOCUMENTS INCORPORATED REFERENCE: None

                                        1

<PAGE>
                          SYSTEMS ASSURANCE CORPORATION
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                              April 30,            October 31,
                                                                                1997                  1996
                                                                         -----------------     -----------------
                                                                             (Unaudited)
ASSETS
   Current Assets
<S>                                                                      <C>                   <C>              
       Cash                                                              $               0     $             698
       Income taxes refundable                                                       1,442                 1,442
                                                                         -----------------     -----------------

                                                 TOTAL CURRENT ASSETS                1,442                 2,140
                                                                         -----------------     -----------------

                                                                         $           1,442     $           2,140
                                                                         =================     =================

LIABILITIES AND CAPITAL DEFICIT
   Current Liabilities
       Notes payable                                                     $               0     $          50,000
       Accrued expenses                                                             12,571                 3,099
                                                                         -----------------     -----------------

                                            TOTAL CURRENT LIABILITIES               12,571                53,099
                                                                         -----------------     -----------------

   Capital Deficit
       Common stock, par value $.01 per share;
           authorized 30,000,000 shares; outstanding
           798,835 shares (398,835 at 10-31-96)                                      7,988                 3,988
       Additional paid-in capital                                               10,123,397            10,077,397
       Deficit                                                                 (10,142,514)          (10,132,344)
                                                                         -----------------     -----------------

                                                TOTAL CAPITAL DEFICIT              (11,129)              (50,959)
                                                                         -----------------     -----------------

                                                                         $           1,442     $           2,140
                                                                         =================     =================
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                        2

<PAGE>
                          SYSTEMS ASSURANCE CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                Three Months ended                Six Months ended
                                                                     April 30,                        April 30,
                                                          ------------------------------  -------------------------------
                                                               1997            1996             1997            1996
                                                          --------------  --------------  ---------------  --------------

<S>                                                       <C>             <C>             <C>              <C>           
Revenue                                                   $            0  $            0  $             0  $            0
General and administrative expenses                               10,170          17,554           10,170          17,804
Interest expense                                                       0             146                0             146
                                                          --------------  --------------  ---------------  --------------

Income (loss) before provision for income taxes                  (10,170)        (17,700)         (10,170)        (17,950)
Provision (credit) for income taxes                                    0               0                0               0
                                                          --------------  --------------  ---------------  --------------

                                      NET INCOME (LOSS)   $      (10,170) $      (17,700) $       (10,170) $      (17,950)
                                                          ==============  ==============  ===============  ==============

Income (loss) per common share                            $         (.01) $         (.05) $          (.02) $         (.05)
                                                          ==============  ==============  ===============  ==============

Weighted average number of common shares                         798,835         365,502          598,835         357,168
                                                          ==============  ==============  ===============  ==============
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                        3

<PAGE>
                          SYSTEMS ASSURANCE CORPORATION
                          STATEMENTS OF CAPITAL DEFICIT
                   Twelve month period ended October 31, 1996
                                       and
                      Six month period ended April 30, 1997
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                        Additional                              Total
                                        Number             Par            Paid-in                              Capital
                                       of Shares          Value           Capital             Deficit          Deficit
                                    ---------------  -------------   -----------------  ----------------  ---------------
<S>                                 <C>              <C>             <C>                <C>               <C>             
Balance, October 31, 1995                   348,835  $       3,488   $      10,026,930  $    (10,111,554) $       (81,136)
   Issuance of common stock                  50,000            500              50,467                             50,967
   Net Loss                                                                                      (20,790)         (20,790)
                                    ---------------  -------------   -----------------  ----------------  ---------------

Balance, October 31, 1996                   398,835          3,988          10,077,397       (10,132,344)         (50,959)
   Issuance of common stock
    (restricted) to cancel debt
    at $.125 per share                      400,000          4,000              46,000                             50,000
   Net Loss                                                                                      (10,170)         (10,170)
                                    ---------------  -------------   -----------------  ----------------  ---------------

Balance, April 30, 1997                     798,835  $       7,988   $      10,123,397  $    (10,142,514) $       (11,129)
                                    ===============  =============   =================  ================  ===============
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                        4

<PAGE>
                          SYSTEM ASSURANCE CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                Six months ended April 30,
                                                                                1997                  1996
                                                                         -----------------     -----------------
Cash flows from operating activities:
<S>                                                                      <C>                   <C>               
   Net (loss)                                                            $         (10,170)    $         (17,950)
Changes in assets and liabilities:
   Accrued expenses                                                                  9,472                (7,054)
                                                                         -----------------     -----------------

                              NET CASH (USED) BY OPERATING ACTIVITIES                 (698)              (25,004)

FINANCING ACTIVITIES
   Proceeds from issuance of note                                                        0                50,000
   Shareholder advances, net                                                             0               (23,793)
                                                                         -----------------     -----------------
                            NET CASH PROVIDED BY FINANCING ACTIVITIES                    0                26,207

                                          INCREASE (DECREASE) IN CASH                 (698)                1,203

Cash at beginning of year                                                              698                   382
                                                                         -----------------     -----------------

                                                CASH AT END OF PERIOD    $               0     $           1,585
                                                                         =================     =================

SUPPLEMENTAL INFORMATION
   Issuance of stock to pay shareholder debt:
     Common stock, at par value                                                      4,000                35,000
     Additional paid-in capital                                                     46,000                15,967
</TABLE>



The accompanying notes are an integral part of the financial statements.


                                        5

<PAGE>
                          SYSTEMS ASSURANCE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.       Basis of Presentation

         The  accompanying   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  normally  included in footnote  disclosures  in  financial
         statements  prepared in accordance with generally  accepted  accounting
         principles  has 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.  It is
         suggested  that  these  condensed  financial   statements  be  read  in
         conjunction  with  the  financial  statements  and  the  notes  thereto
         included in the  Company's  latest  annual  report on Form 10-K for the
         year ended October 31, 1996.

2.       Net Income (Loss) Per Share

         Net income (loss) per share of Common Stock is computed by dividing net
         income (loss) by the weighted  average number of shares of Common Stock
         and Common  Stock  Equivalents,  if  dilutive,  outstanding  during the
         period.

3.       Reverse Stock Split

         On January 24, 1997,  shareholders  approved a one-for-seventy  reverse
         split.  Prior  financial  statements  have been restated to reflect the
         split.

4.       Stock Issued To Cancel Debt

         During the quarter  ended April 30, 1997,  the Company  issued  400,000
         shares  of its  restricted  common  stock  to  Exchange  Place  Capital
         Partners,  LLC  ("Exchange")  to cancel notes  payable in the amount of
         $50,000. Exchange is now the majority shareholder of the Company.


                                        6

<PAGE>


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

Results of Operations

During  the three and six  months  ended  April 30,  1997,  the  Company  had no
principal  business  activity.  The Company had no revenue and had no  operating
expenses. The Company had $10,170 of general and administrative  expenses mainly
for  accounting  and  transfer  agent  fees.  The Company is  presently  seeking
investment   opportunities   but  has  not  yet  entered  into  any  substantive
negotiations.

Financial Condition and Liquidity

The  Company has  suffered  recurring  losses,  has no current  expectations  of
revenue and has a capital deficit.  Although  management intends to seek funding
for normal operating expenses and is presently seeking investment opportunities,
it is not certain that such  opportunities or funding will become available,  or
if available, that it will be on acceptable terms.

                           PART II - OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

The Company is the  defendant  in an action  brought in  Massachusetts  Superior
Court,  County of  Suffolk,  by McDevitt  Recruitment  Advertisement,  Inc.  The
complaint  was served in December  1986 and alleges a breach of an oral warranty
of fitness for a  particular  purpose of a computer  system sold to plaintiff in
1982,  which  allegedly  never  performed  properly.  Plaintiff seeks damages of
$30,000. The Company believes that it is not liable for any damages; however, in
order to save the cost of potential litigation,  has offered a settlement in the
amount of $1,000,  to the  attorney  for the  plaintiff,  which it  believes  is
sufficient to settle this case. At this date,  the attorney has not been able to
locate the plaintiff.

                                   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 thereunto duly authorized.

                                           SYSTEMS ASSURANCE CORPORATION
                                           (Registrant)


Date:    June 10, 1997                     By:   /s/ Dean Becker
     --------------------------               ------------------
                                                 Dean Becker
                                                 President and Chairman

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