U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB


                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: June 30, 1999

                         Commission File Number: 0-25329

                              N.T. PROPERTIES, INC.
       (Exact name of small business issuer as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   33-0838073
                        (IRS Employer Identification No.)

                              6 Venture, Suite 207
                               Irvine, California
                    (Address of principal executive offices)

                                      92618
                                   (Zip Code)

                                 (949) 453-9262
                           (Issuer's Telephone Number)


              (Former name, former address and former fiscal year,
                             if changed last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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:
Yes X No .
    ---      ---

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of June 30, 1999, was 500,000 shares.




<PAGE>



                             PART I

ITEM 1.   FINANCIAL STATEMENTS.

          The unaudited financial statements for the six month period ended June
30, 1999, are attached hereto.

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

          The  following  discussion  should  be read in  conjunction  with  the
Financial Statements and notes thereto included herein.

          The Company  generated no revenues  during the six month period ending
June 30,  1999.  Management  anticipates  that the Company will not generate any
significant  revenues until the Company  accomplishes its business  objective of
merging with a nonaffiliated entity or acquiring assets from the same.

          The Company's securities are currently not liquid. There are no market
makers in the Company's  securities  and it is not  anticipated  that any market
will  develop  in the  Company's  securities  until  such  time  as the  Company
successfully implements its business plans.

          Because the Company is not  required to pay rent or salaries to any of
its officers or directors,  Management  believes that the Company has sufficient
funds to continue operations through the foreseeable future.

Forward Looking Statements

          This report contains  certain  forward-looking  statements  within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act") concerning the
Company's operations, economic performance and financial conditions,  including,
in  particular,  the  likelihood  of the  Company's  ability to acquire  another
existing  business  or  assets.  These  statements  are  based  upon a number of
assumptions   and  estimates   which  are  inherently   subject  to  significant
uncertainties  and  contingencies,  many of which are beyond the  control of the
Company and reflect future business decisions which are subject to change.  Some
of these assumptions  inevitably will not materialize and  unanticipated  events
will occur which will affect the Company's results. Consequently, actual results
will  vary  from  the  statements  contained  herein  and such  variance  may be
material.  Prospective  investors  should  not  place  undue  reliance  on  this
information.



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<PAGE>



Year 2000 Disclosure

          Many existing computer programs use only two digits to identify a year
in  the  year  field.   These  programs  were  designed  and  developed  without
considering the impact of the upcoming change in the century.  If not corrected,
many computer  applications  could fail or create erroneous results by or at the
Year 2000.  As a result,  many  companies  will be required to  undertake  major
projects to address the Year 2000 issue. Because the Company has nominal assets,
including no personal property such as computers, it is not anticipated that the
Company will incur any negative  impact as a result of this  potential  problem.
However,  it is possible that this issue may have an impact on the Company after
the Company successfully consummates a merger or acquisition. Management intends
to address this  potential  problem with any  prospective  merger or acquisition
candidate. There can be no assurances that new management of the Company will be
able to avoid a  problem  in this  regard  after a merger or  acquisition  is so
consummated.

                           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 -

          (a)   Exhibits

                EX-27  Financial Data Schedule

          (b)   Reports on Form 8-K - NONE



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<PAGE>

<TABLE>


                              N.T. PROPERTIES, INC.
                          (A Development Stage Company)

                             (A Nevada corporation)

                                  BALANCE SHEET


<CAPTION>
                                     Unaudited        Audited
                                      June 30,      December 31,
                                        1999            1998
                                   -------------   --------------
<S>                                <C>             <C>
ASSETS:

     Current Assets                $           0   $            0

     Organization Costs                      500              500
                                   -------------   --------------
     Total Assets                  $         500   $          500
                                   =============   ==============

LIABILITIES

     Current Liabilities
          Accounts Payable         $       1,600   $        1,600
                                   -------------   --------------
     Total Current Liabilities             1,600            1,600
                                   -------------   --------------
     Total Liabilities             $       1,600   $        1,600

STOCKHOLDERS' EQUITY
     Common Stock - Par Value
     $.001 per share; 15,000,000
     Shares Authorized 500,000
     Shares Issued and
     Outstanding                             500              500

     Additional Paid-In Capital                0                0

     Retained Deficit, accumulated
       in the development stage           (1,600)          (1,600)
                                   -------------   --------------
     Total Stockholders' Equity           (1,100)          (1,100)

     Total Liabilities and
       Stockholders' Equity        $         500   $          500
                                   =============   ==============

</TABLE>

                                        4

<PAGE>

<TABLE>


                              N.T. PROPERTIES, INC.
                          (A Development Stage Company)

                             (A Nevada corporation)

                       STATEMENT OF REVENUES AND EXPENSES

<CAPTION>
                                               For the      For the
                                                Three        Three
                                                Months       Months
                                                Ended        Ended
                                               6/30/99      6/30/98
                                               --------     --------
<S>                                            <C>          <C>
REVENUE:

     Revenue                                   $      0     $      0

EXPENSES:

     Taxes and Licenses                               0            0
                                               --------     --------
     Total Expenses                                   0            0

Net Income/(Loss)                              $      0      $     0
                                               ========     ========

Net loss per share                             $   0.00     $   0.00
                                               ========     ========

</TABLE>


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<PAGE>

<TABLE>


                              N.T. PROPERTIES, INC.
                          (A Development Stage Company)

                             (A Nevada corporation)

                       STATEMENT OF REVENUES AND EXPENSES

<CAPTION>
                              For the      For the      Period
                                Six          Six        9/21/82
                               Months       Months    (Inception)
                               Ended        Ended          to
                              6/30/99      6/30/98      6/30/99
                              --------     --------     --------
<S>                           <C>          <C>          <C>
REVENUE:

     Revenue                  $      0     $      0     $      0

EXPENSES:

     Taxes and Licenses            100          100        1,600
                              --------     --------     --------
     Total Expenses                100          100        1,600

Net Income/(Loss)             $   (100)     $  (100)    $ (1,600)
                              ========     ========     ========

Net loss per share            $   0.20     $   0.20     $   3.20
                              ========     ========     ========

</TABLE>


                                        6

<PAGE>

<TABLE>


                              N.T. PROPERTIES, INC.
                          (a Development Stage Company)

                             (A Nevada corporation)


                             STATEMENT OF CASH FLOWS

<CAPTION>
                                                                      Period
                                          For the       For the       9/21/82
                                         Six Months    Six Months   (Inception)
                                           Ended         Ended           to
                                          6/30/99       6/30/98       6/30/99
                                          --------      --------      -------
<S>                                       <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Cash Received from Operating Activities $      0      $      0      $     0
  Cash Paid for Operating Activities             0             0            0
                                          --------      --------      -------
Net Cash Used By Operating Activities            0             0            0

CASH FLOWS FROM INVESTING ACTIVITIES

Net Cash Used in Investing Activities            0             0         (500)

CASH FLOWS FROM FINANCING ACTIVITIES

Net Cash From Financing Activities               0             0          500
                                          --------      --------      -------
Net Decrease in Cash and Cash Equivalents        0             0            0

Cash and Cash Equivalents at
  Beginning of Period                            0             0            0
                                          --------      --------      -------
Cash and Cash Equivalents at
  End of Period                           $      0      $      0      $     0
                                          ========      ========      =======


Reconciliation of Net Profit to Net Cash
Provided by Operating Activities:

   Net Income/(Loss)                      $   (100)     $   (100)     $(1,600)
                                          --------      --------      -------
   Adjustments to Reconcile Net Income
   to Net Provided by Operating Activities:
   Amortization and Depreciation Expense
   Increase in Accounts Payable                100           100       (1,600)
                                          --------      --------      -------
          Total Adjustments                    100           100        1,600
                                          --------      --------      -------
NET CASH PROVIDED BY
  OPERATING ACTIVITIES                    $      0      $      0      $     0
                                          ========      ========      =======

</TABLE>


                                        7

<PAGE>














                              N.T. PROPERTIES, INC.

                          (A Development Stage Company)


                     NOTES TO UNAUDITED FINANCIAL STATEMENTS



NOTE 1.

The Company  initially  authorized  2,500,000  shares of $1.00 par value  common
stock.  On September 21, 1982,  the Company issued 500 shares of common stock at
$1.00 per share for $500 cash.  Thereafter,  on January  9,  1999,  the  Company
increased its authorized  capitalization to 15,000,000 shares of $.001 par value
common  stock  and  declared  a 1,000  for 1  forward  split of the  issued  and
outstanding common stock.

In the  opinion  of  management,  all  adjustments,  consisting  only of  normal
recurring  adjustments  necessary  for a fair  statement  of (a) the  results of
operations  for the six month period  ended June 30, 1999 and 1998,  and for the
periods from  inception at September  21, 1982 to June 30, 1999,  (b)  financial
position at June 30, 1999 and December 31, 1998,  and (c) the cash flows for the
six months  ended  June 30,  1999 and 1998 and for the  period  from  inception,
September 21, 1982, to June 30, 1999, have been made.

NOTE 2.

The results for the six month period ended June 30,  1999,  are not  necessarily
indicative of the results for the entire fiscal year ended December 31, 1999.



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<PAGE>



                                   SIGNATURES


          Pursuant  to the  requirements  of  Section 12 of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      N.T. PROPERTIES, INC.
                                      (Registrant)

                                      Dated: August 10, 1999



                                      By: s/Cleora Louey
                                         ----------------------------------
                                         Cleora Louey, President



                                        9

<PAGE>


                              N.T. PROPERTIES, INC.

                Exhibit Index to Quarterly Report on Form 10-QSB
                       For the Quarter Ended June 30, 1999

EXHIBITS                                                                Page No.

  EX-27   Financial Data Schedule. . . . . . . . . . . . . . . . . . . . . .  11



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