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: March 31, 2000

                         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 March 31, 2000, was 500,000 shares.


<PAGE>



                                     PART I

ITEM 1.   FINANCIAL STATEMENTS.

     The unaudited  financial  statements for the three month period ended March
31, 2000, 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 three month period ended March
31,  2000.  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.

Forward Looking Statements

     The following  discussion  should be read in conjunction with the Company's
unaudited financial  statements and notes thereto included herein. In connection
with, and because it desires to take advantage of, the "safe harbor"  provisions
of the Private  Securities  Litigation  Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and  elsewhere  in this  report  and in any other  statement  made by, or on the
behalf of the Company,  whether or not in future filings with the Securities and
Exchange  Commission.  Forward  looking  statements  are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial  results  or  other  developments.   Forward  looking  statements  are
necessarily based upon estimates and assumptions that are inherently  subject to
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond the Company's  control and many of which,  with respect
to future business  decisions,  are subject to change.  These  uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward looking statements made by, or on
behalf of, the Company.  The Company  disclaims any obligation to update forward
looking statements.

Plan of Operation

     The  Company  intends  to seek to  acquire  assets  or  shares of an entity
actively engaged in business, in exchange for its securities.  As of the date of
this report,  management  of the Company has had  preliminary  discussions  with
potential merger or acquisition candidates, but there is no definitive agreement
between the Company and any third party relevant thereto. In the

                                        2


<PAGE>



event the Company  does enter into an  agreement  with such a third  party,  the
Board of  Directors  does intend to obtain  certain  assurances  of value of the
target  entity assets prior to  consummating  such a  transaction,  with further
assurances  that an audited  financial  statement would be provided within sixty
days after closing of such a transaction.  Closing  documents  relative  thereto
will  include  representations  that the  value  of the  assets  conveyed  to or
otherwise so  transferred  will not materially  differ from the  representations
included in such closing documents, or the transaction will be voidable.

     The  Company  has no full  time  employees.  The  Company's  President  and
Secretary  have agreed to allocate a portion of their time to the  activities of
the Company,  without compensation.  These officers anticipate that the business
plan of the Company can be implemented by their devoting  approximately 20 hours
per month to the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officers.

Liquidity and Capital Resources

     The Company  presently  has nominal cash or cash  equivalents.  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.

     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 plan of engaging in a business opportunity,
either by merger or acquisition of assets.  The Company  presently has no liquid
financial  resources to offer such a candidate and must rely upon an exchange of
its stock to complete such a merger or acquisition.

                           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


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<PAGE>



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K -

          (a)   Exhibits

                EX-27 Financial Data Schedule

          (b)   Reports on Form 8-K - NONE



                                        4


<PAGE>


<TABLE>

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

                             (A Nevada corporation)

                                  BALANCE SHEET

<CAPTION>
                                     Unaudited        Audited
                                     March 31,      December 31,
                                       2000            1999
                                   -------------   --------------
<S>                                <C>             <C>
ASSETS:

     Current Assets                $           0   $            0

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

LIABILITIES

     Current Liabilities

          Accounts Payable         $       1,700   $        1,700
                                   -------------   --------------
     Total Current Liabilities             1,700            1,700
                                   -------------   --------------
     Total Liabilities             $       1,700   $        1,700
                                   -------------   --------------
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           (1,700)          (1,700)
                                   -------------   --------------
     Total Stockholders' Equity           (1,200)          (1,200)
                                   -------------   --------------
     Total Liabilities and

       Stockholders' Equity        $         500   $          500
                                   =============   ==============
</TABLE>


                                        5


<PAGE>

<TABLE>


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

                             (A Nevada corporation)

                       STATEMENT OF REVENUES AND EXPENSES

<CAPTION>
                              For the      For the      Period
                               Three        Three       9/21/82
                               Months       Months    (Inception)
                               Ended        Ended          to
                              3/31/00      3/31/99      3/31/00
                              --------     --------     --------
<S>                           <C>          <C>          <C>
REVENUE:

     Revenue                  $      0     $      0     $      0

EXPENSES:

     Taxes and Licenses            100          100        1,700
                              --------     --------     --------
     Total Expenses                100          100        1,700

Net Income/(Loss)             $   (100)     $  (100)    $ (1,700)
                              ========     ========     ========

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

</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
                                       Three Months   Three Months  (Inception)
                                           Ended         Ended           to
                                          3/31/00       3/31/99       3/31/00
                                          --------      --------      -------
<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)     $(1,700)
                                          --------      --------      -------
   Adjustments to Reconcile Net Income
   to Net Provided by Operating Activities:
   Amortization and Depreciation Expense
   Increase in Accounts Payable                100           100        1,700
                                          --------      --------      -------
          Total Adjustments                    100           100        1,700
                                          --------      --------      -------
NET CASH PROVIDED BY
  OPERATING ACTIVITIES                    $      0      $      0      $     0
                                          ========      ========      =======

</TABLE>








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<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 three month periods  ended March 31, 2000 and 1999,  and for
the  periods  from  inception  at  September  21,  1982 to March 31,  2000,  (b)
financial  position at March 31, 2000 and December  31,  1999,  and (c) the cash
flows for the three months ended March 31, 2000 and 1999 and for the period from
inception, September 21, 1982, to March 31, 2000, have been made.

NOTE 2.

The results for the three month period ended March 31, 2000, are not necessarily
indicative of the results for the entire fiscal year ended December 31, 2000.

                                        8


<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:  May 1, 2000



                                       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 March 31, 2000

EXHIBITS                                                                Page No.

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



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