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:  September 30, 1996

                      Commission File Number:  0-24684



                            K & S VENTURES, INC.
      (Exact name of small business issuer as specified in its charter)

                                  Colorado
       (State or other jurisdiction of incorporation or organization)

                                 84-1214336
                      (IRS Employer Identification No.)

                            19921 East Kent Drive
                              Aurora, Colorado
                  (Address of principal executive offices)

                                    80013
                                 (Zip Code)

                               (303) 690-7851
                         (Issuer's Telephone Number)


(Former name, former address and former fiscal year, if changed since 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 September 30, 1996, was 10,000 shares.

                                        1

<PAGE>

                                   PART I


ITEM 1.   FINANCIAL STATEMENTS.

     The unaudited financial statements for the nine month period ended
September 30, 1996, 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 nine month period ending
September 30, 1996.  Management of the Company 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 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.

     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.

                         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.

                                        2

<PAGE>

<TABLE>
K & S VENTURES, INC.
(A Development Stage Company)
Unaudited
Balance Sheet
<CAPTION>
                                              Unaudited         Audited
                                             September 30     December 31
                                                 1996             1995
                                              _________       ___________
<S>                                           <C>             <C>
ASSETS

  Current Assets - Cash                       $       0       $         0
                                              _________       ___________
TOTAL ASSETS                                  $       0       $         0


LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities-Accounts Payable          $   4,110       $     4,110
                                              _________       ___________
   Total Current Liabilities                  $   4,110       $     4,110


SHAREHOLDERS' EQUITY

  Common Stock - $.01 Par Value;
  100,000,000 Shares Authorized,
  10,000 Issued and Outstanding               $     100       $       100

  Additional Paid In Capital                     15,047            15,047

  Deficit Accumulated During
    the Development Stage                       (19,257)          (19,257)
                                              _________       ___________
Total Shareholders' Equity                    $  (4,110)      $    (4,110)
                                              _________       ___________
TOTAL LIABILITIES
  AND SHAREHOLDERS' EQUITY                    $       0       $         0

</TABLE>

                                        3

<PAGE>

<TABLE>
K & S VENTURES, INC.
(A Development Stage Company)
Unaudited
Statement of Operations

<CAPTION>
                                 For the       For the
                               Nine Months   Nine Months    (Inception)
                                  Ended          Ended          Thru
                               September 30, September 30, September 30,
                                   1996          1995           1996
                              ____________   ____________   _____________
<S>                           <C>            <C>            <C>
Income
  Sales                       $          0   $          0   $      52,949
  Less Returns and
    Allowance                            0              0            (962)
                              ____________   ____________   _____________
    Net Sales                 $          0   $          0   $      51,987

Cost of Sales                            0              0          44,876
                              ____________   ____________   _____________
Gross Profit                  $          0   $          0   $       7,111

Operating Expenses
  Legal                       $          0   $          0   $       4,110
  Telephone                              0              0           4,080
  Postage and shipping                   0              0           4,840
  Office supplies                        0              0             588
  Bank charges                           0              0              56
  Depreciation                           0              0              94
  Taxes and licenses                     0              0             339
  Automobile                             0              0           3,065
  Commissions                            0              0             170
  Payroll taxes                          0              0              27
  Advertising & Promotion                0              0           2,812
  Professional fees                      0              0             380
  Utilities                              0              0              97
  Travel & Entertainment                 0              0           3,937
  Supplies                               0              0           1,733
  Donations                              0              0              40
                              ____________   ____________   _____________
    Total Operating Expenses             0              0          26,368

Net (Loss)                    $          0   $          0  $      (19,257)


Net (Loss) Per Share          $     ($0.00)   $    ($0.00) $       ($1.93)

Common Shares
  Outstanding                       10,000         10,000          10,000

</TABLE>

                                        4

<PAGE>

<TABLE>

K & S VENTURES, INC.
(A Development Stage Company)
Unaudited
Cash Flow Statement
<CAPTION>
                                    For the       For the
                                  Nine Months   Nine Months     (Inception)
                                     Ended          Ended           Thru
                                  September 30, September 30,   September 30,
                                      1996          1995            1996
                                 ____________   ____________   ______________ 
<S>                              <C>            <C>            <C>
Cash Flows From
  Operating Activities:
    Net (Loss)                   $          0   $          0   $     (19,157)
  Adjustments to Reconcile
    Net Income to Net Cash
    Provided (Used) by
    Operating Activities:
      Depreciation Expense                  0              0               0
      Increase (Decrease)
       in Accounts Payable                  0              0           4,110
                                 ____________   ____________   _____________
  Cash Flows From
    Operating Activities                    0              0         (15,147) 

Cash Flows From
  Financing Activities:
    Issuance of Common Stock                0              0             100
    Additional Paid In Capital              0              0          15,047
                                 ____________   ____________   _____________
  Cash Flows From
    Financing Activities                    0              0          15,147
                                 ____________   ____________   _____________

Net Increase (Decrease) in Cash             0              0               0

Cash At Beginning of Period                 0              0               0
                                 ____________   ____________   _____________
Cash At End of Period            $          0   $          0   $           0

</TABLE>

                                        5

<PAGE>

<TABLE>
K & S VENTURES, INC.
(A Development Stage)
Unaudited
Statement of Shareholders' Equity
<CAPTION>
                                                           Deficit
                                                         Accumulated
                        Number of            Additional   During the
                          Shares     Common    Paid In   Development
                       Common Stock   Stock    Capital      Stage      Total
                       ____________  ______  __________  ___________  _______
<S>                    <C>           <C>     <C>         <C>          <C>
Balance at
  June 21, 1990                   0  $    0  $       0  $        0  $       0

Issuance of Common Stock:
  March 4, 1991 - For
  Cash At $.01
  Per Share                  10,000  $  100          0           0        100

Net (Loss)                                       2,358      (2,505)      (147)
                       ____________  ______  __________  ___________  _______ 
Balance at
  December 31, 1992          10,000     100      2,358      (2,505)       (47)

Net (Loss)                                                 (11,432)   (11,432)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1993          10,000     100      2,358     (13,937)   (11,479)

Net (Loss)                                      12,689      (1,210)    (1,210)
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1994          10,000     100     15,047     (15,147)         0

Net (Loss)                                       4,110      (4,110)         0
                       ____________  ______  __________  ___________  _______
Balance at
  December 31, 1995          10,000     100     19,157     (19,257)         0

Net (Loss)                                           0           0          0
                       ____________  ______  __________  ___________  _______
Balance at
  September 30, 1996         10,000  $  100  $  19,157   $ (19,257)   $     0

</TABLE>

                                        6

<PAGE>




                            K & S VENTURES, INC.

                        (A Development Stage Company)


                   NOTES TO UNAUDITED FINANCIAL STATEMENTS



NOTE 1.

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 nine month periods ended September 30, 1996 and 1995, and for
the periods from inception at March 4, 1991, to September 30, 1996, (b)
financial position at September 30, 1996, and December 31, 1995, and (c) the
cash flows for the nine months ended September 30, 1996 and 1995, and for the
period from inception, March 4, 1991 (inception) to September 30, 1996, have
been made.


NOTE 2.

The results for the nine month period ended September 30, 1996, are not
necessarily indicative of the results for the entire fiscal year ended December
31, 1996.

                                        7

<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.

                              K & S VENTURES, INC.
                              (Registrant)

                              Dated:  November 13, 1996



                              By:  Mark A. Poole                    
                                   Mark A. Poole
                                   President
                                      
                                        8

<PAGE>

                            K & S VENTURES, INC.

              Exhibit Index to Quarterly Report on Form 10-QSB
                  For the Quarter Ended September 30, 1996

EXHIBITS                                                             Page No.

  EX-27   Financial Data Schedule . . . . . . . . . . . . . . . . . . . . .10

                                        9