SECURITIES AND EXCHANGE COMMISSION

                                             WASHINGTON, D.C. 20549
                                                FORM 10-QSB  
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended December 31, 1996

[        ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the transition period from  __________________
         to __________________

         Commission File Number 0-24408

                                                PICOMETRIX, INC.
                        (Exact Name of Registrant as specified in its Charter)


            Delaware                                                  33-0611753
(State or other Jurisdiction of                          I.R.S. Employer Identi-
Incorporation or Organization                                      fication No.)

                 1500 Quail Street, Suite 550, Newport Beach, California 92660
(Address of Principal Executive Offices)                              (Zip Code)

                                                 (714) 660-1500
                        (Registrant's Telephone Number, including Area Code)




         Indicate by check mark whether the Registrant (i) 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  (of for such  shorter  period  that the
Registrant  was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.

                                          Yes    X           No

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of Common Stock, as of the latest practicable date.

Common Stock, $.001 par value                                           424,600
----------------------------------                          --------------------
Title of Class                                     Number of Shares outstanding
                                                            at December 31, 1996
No exhibits included.

                                                        1

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<TABLE>
<CAPTION>

                                PICOMETRIX, INC.
                      (A Company in the Development Stage)

                                 BALANCE SHEETS



                                     ASSETS

                                                                                            March 31,       December 31,
                                                                                              1996              1996


<S>                                                                                         <C>               <C>
CURRENT ASSETS - CASH                                                                       $
              OTHER ASSETS
                     Organization costs, net of accumulated
                     amortization                                                                  70                25

              TOTAL ASSETS                                                                  $      70         $      25



                      LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES - Accounts payable                                                      $   1,743         $   1,743

STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 1,000,000 shares
  authorized; no shares issued and outstanding

Common Stock, $.001 par value; 20,000,000 shares
  authorized; 424,600 and 400,000 shares issued and outstanding                                   425               425

Additional paid-in Capital                                                                        821               821

Accumulated deficit during the development stage                                              (2,919)           (2,964)


              TOTAL STOCKHOLDERS' EQUITY                                                      (1,643)           (1,718)



TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                                  $      70         $      25



</TABLE>

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

                                                                   2

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<TABLE>
<CAPTION>



                                PICOMETRIX, INC.
                      (A Company in the Development Stage)

                            STATEMENTS OF OPERATIONS



                                                                                                                       CUMULATIVE
                                                FOR THE NINE MONTHS                     FOR THE THREE                FROM INCEPTION
                                                       ENDED                            MONTHS ENDED                 (June 11, 1992)
                                                   December 31,                         December 31,                       TO
                                              1996             1995               1996                 1995        December 31, 1996



<S>                                     <C>               <C>               <C>                   <C>                 <C>       
REVENUES                                $          -0-    $          -0-    $            -0-      $         -0-       $          -0-

OPERATING EXPENSES

  General and Administrative                                                                                                   2,709
  Amortization                                      45                45                  15                 15                  255
TOTAL OPERATING EXPENSES                            45                45                  15                 15              (2,964)


NET (LOSS)                              $         (30)              (30)                (15)      $        (15)       $      (2,949)

NET (LOSS) PER SHARE                    $        (Nil)    $        (Nil)    $          (Nil)      $       (Nil)       $        (.01)


WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                         424,000           400,000             424,600            424,000              418,587



</TABLE>




















                 See accompanying Notes to Financial Statements.

                                                                   3

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<TABLE>
<CAPTION>



                                PICOMETRIX, INC.
                      (A Company in the Development Stage)

                            STATEMENTS OF CASH FLOWS

                                                                                                                       CUMULATIVE
                                                FOR THE NINE MONTHS                     FOR THE THREE                FROM INCEPTION
                                                       ENDED                            MONTHS ENDED                 (June 11, 1992)
                                                   December 31,                         December 31,                       TO
                                              1996             1995               1996                 1995        December 31, 1996

<S>                                     <C>              <C>                <C>                   <C>                 <C>
CASH FLOWS FROM OPERATING
ACTIVITIES

  Net (Loss)                            $         (45)    $         (45)    $           (15)      $        (15)       $      (2,964)

  Add item not requiring the
   use of cash                                      45                45                  15                 15                  255

  Increase (decrease) in accounts
   payable                                                                                                                     1,743



  Net cash flows from operating
   activities                                                                                                                  (966)

CASH FLOWS FROM INVESTING ACTIVITIES
  Organizational Costs                                                                                                         (280)

CASH FLOWS FROM FINANCING
  ACTIVITIES
   Contribution to Capital                                                                                                       500
   Sale of Common Stock                                                                                                          746


  Net Cash flows from financing
   activities                                                                                                                  1,246

NET INCREASE (DECREASE) IN CASH

CASH BALANCE AT BEGINNING
  OF PERIOD

CASH BALANCE AT END OF
  PERIOD                                $                 $                 $                     $                   $




</TABLE>


                 See accompanying Notes to Financial Statements.

                                                                   4

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                                                 PICOMETRIX, INC.
                                       (A Company in the Development Stage)

                                      NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                    (UNAUDITED)
                                                 December 31, 1996


1.       Comments

         The accompanying financial statements are unaudited, but in the opinion
         of the management of the Company,  contain all adjustments,  consisting
         of only normal  recurring  accruals,  necessary  to present  fairly the
         financial  position at December 31, 1996, the results of operations for
         the three and nine months  ended  December  31, 1996 and 1995,  and the
         cash flows for the three and nine months  ended  December  31, 1996 and
         1995.

         Reference is made to the Company's Form 10-KSB for the year ended March
         31, 1996. The results of operations for the three and nine months ended
         December  31,  1996 are not  necessarily  indicative  of the results of
         operations  to be expected  for the full  fiscal year ending  March 31,
         1997.

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

         The Company has limited working capital and no activities.


                                            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 MATTER TO A VOTE OF SECURITY HOLDERS - None

Item 5.  OTHER INFORMATION - None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits--None

         Reports on Form 8-K--None.


                                                         5

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                                                    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.


                                                              PICOMETRIX, INC.



Date:     February 11, 1997                                   By:  /s/ Jehu Hand
                                                                   -------------
                                                     Jehu Hand,
                                                   President and Chief Financial
                                                Officer (chief financial officer
                                                 and accounting officer and duly
                                                             authorized officer)



                                                         6

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