FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 1999

                       Commission file number: 33-15096-D


                             MILESTONE CAPITAL, INC.
                             -----------------------
                 (Name of Small Business Issuer in its charter)


            Colorado                                              84-1111224
            --------                               \               ----------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

                       26 West Dry Creek Circle, Suite 600
                            Littleton, Colorado 80120
                            -------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (303) 794-9450
                                 --------------
                (Issuer's telephone number, including area code)

Indicate by check mark whether the Issuer (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  periods 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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

Common Stock, No Par Value, 7,879,139 shares as of June 30, 1999.

<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                             MILESTONE CAPITAL, INC.
                        UNAUDITED CONDENSED BALANCE SHEET
                                  JUNE 30, 1999



                                     ASSETS
                                     ------

Current Assets:
  Cash and cash equivalents                                           $   3,408
                                                                      ---------

     Total Assets                                                     $   3,408
                                                                      =========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

Current Liabilities:
 Accounts payable:
   Trade                                                              $      50
   Stockholder                                                            3,084
 Notes payable - stockholders                                            10,000
 Accrued interest - stockholders                                             10
                                                                      ---------

     Total Current Liabilities                                           13,144
                                                                      ---------

Stockholders' Equity (Deficit):
 Common stock:  no par value, 20,000,000
  shares authorized, 7,879,139 issued                                   507,603
 Accumulated deficit                                                   (517,139)
                                                                      ---------
                                                                         (9,536)
 Less treasury stock, at cost (680 shares)                                 (200)
                                                                      ---------

     Total Stockholders' Equity (Deficit)                                (9,736)
                                                                      ---------

     Total Liabilities and Stockholders' Equity (Deficit)             $   3,408
                                                                      =========


                        See notes to unaudited condensed
                              financial statements.
                                       -1-


<PAGE>
<TABLE>
<CAPTION>

                             MILESTONE CAPITAL, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998



                                          Three Months Ended             Six Months Ended
                                                June 30,                     June 30,
                                      --------------------------    --------------------------
                                         1999            1998           1999          1998
                                         ----            ----           ----          ----

<S>                                   <C>            <C>            <C>            <C>
Revenue                               $      --      $      --      $      --      $      --

Operating expenses                         10,767            281         20,470          1,204
                                      -----------    -----------    -----------    -----------

  Loss From Operations                    (10,767)          (281)       (20,470)        (1,204)
                                      -----------    -----------    -----------    -----------

Other Income (Expense):
 Interest expense - stockholders              (10)          --              (10)          --
                                      -----------    -----------    -----------    -----------

  Total Other Income (Expense)                (10)          --              (10)          --
                                      -----------    -----------    -----------    -----------

Net Loss                              $   (10,777)   $      (281)   $   (20,480)   $    (1,204)
                                      ===========    ===========    ===========    ===========

Net loss per share of common stock:
  Basic                               $      --      $      --      $      --      $      --
                                      ===========    ===========    ===========    ===========
  Diluted                             $      --      $      --      $      --      $      --
                                      ===========    ===========    ===========    ===========

Weighted average number of common
 shares outstanding:
  Basic                                 7,878,459      1,247,234      6,486,270      1,247,234
  Diluted                               7,878,459      1,247,234      6,486,270      1,247,234



                        See notes to unaudited condensed
                              financial statements.
                                       -2-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                             MILESTONE CAPITAL, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998



                                                                  1999         1998
                                                                  ----         ----

Cash Flows From Operating Activities:
<S>                                                             <C>         <C>
  Net loss                                                      $(20,480)   $ (1,204)
  Adjustments to reconcile net loss to net cash
   (used) by operating activities:
   Changes in liabilities:
    (Decrease) in accounts payable-trade                          (4,265)       --
    Increase in accrued interest                                      10        --
                                                                --------    --------

         Net Cash (Used) By Operating Activities                 (24,735)     (1,204)
                                                                --------    --------

Cash Flows From Financing Activities:
  Stockholder advances                                             3,979       1,149
  Repayment of stockholder advances                                 (895)       --
  Proceeds from stockholders loans                                10,000        --
  Issuance of common stock                                        15,000        --
                                                                --------    --------

         Net Cash Provided By Financing Activities                28,084       1,149
                                                                --------    --------

         Net Increase (Decrease) in Cash and Cash Equivalents      3,349         (55)

         Cash and Cash Equivalents at Beginning of Period             59         280
                                                                --------    --------

         Cash and Cash Equivalents at End of Period             $  3,408    $    225
                                                                ========    ========

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for:
    Interest                                                    $   --      $   --
    Income taxes                                                $   --      $   --

Supplemental Disclosure of Noncash Investing
 and Financing Activities:
  Conversion of accounts payable - stockholder
   into common stock                                            $ 11,525    $   --



                        See notes to unaudited condensed
                              financial statements.
                                       -3-

</TABLE>

<PAGE>


                             MILESTONE CAPITAL, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


Basis of Presentation
---------------------

The accompanying  financial information of the Company is prepared in accordance
with the rules prescribed for filing condensed interim financial statements and,
accordingly, does not include all disclosures that may be necessary for complete
financial  statements  prepared in accordance with generally accepted accounting
principles.  The disclosures presented are sufficient,  in management's opinion,
to make the interim  information  presented  not  misleading.  All  adjustments,
consisting of normal  recurring  adjustments,  which are necessary so as to make
the interim  information not misleading,  have been made.  Results of operations
for the six months ended June 30, 1999 are not necessarily indicative of results
of operations that may be expected for the year ending  December 31, 1999. It is
recommended that this financial  information be read with the complete financial
statements  included in the Company's  Annual Report on Form 10-KSB for the year
ended  December  31, 1998  previously  filed with the  Securities  and  Exchange
Commission.

Per Share Information
---------------------

As of December 31, 1997, the Company adopted  Statement of Financial  Accounting
Standards  (SFAS) No. 128,  "Earnings Per Share," which  specifies the method of
computation,  presentation  and disclosure for earnings per share.  SFAS No. 128
requires the presentation of two earnings per share amounts, basic and diluted.

Basic earnings per share is calculated using the average number of common shares
outstanding.  Diluted earnings per share is computed on the basis of the average
number of common  shares  outstanding  plus the dilutive  effect of  outstanding
stock options using the "treasury stock" method.

The basic and diluted  earnings  per share are the same  because the Company did
not have any outstanding stock options during the periods presented.




                                       -4-





<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The Company seeks merger  candidates with on-going  operations.  As of June
30, 1999, the Company had not identified any such candidates.

Results of Operations
---------------------

Three Months Ended June 30, 1999 vs. Three Months Ended June 30, 1998.

     In 1999 and 1998, the Company's  efforts centered around bringing its books
and records up to date. No operating  revenues were  generated  during the three
months ended June 30, 1999 and 1998.  Operating expenses increased by $10,486 to
$10,767 for the three months ended June 30, 1999  compared to $281 for the three
months ended March 31, 1999.  The increase in operating  expenses  resulted from
professional  fees incurred in connection  with updating the Company's books and
records.  The Company's net loss increased to $10,777 for the three months ended
June 30, 1999 compared to $281 for the three months ended June 30, 1998.

Six Months Ended June 30, 1999 vs. Six Months Ended June 30, 1998.

     No operating  revenues were  generated  during th six months ended June 30,
1999 and 1998.  Operating  expenses  increased by $19,266 to $20,470 for the six
months ended June 30, 1998  compared to $1,204 for the six months ended June 30,
1998.  The  increase in  operating  expenses  resulted  from  professional  fees
incurred in  connection  with  updating the  Company's  books and  records.  The
Company's  net loss  increased to $20,480 for the six months ended June 30, 1999
compared to $1,204 for the six months ended June 30, 1998.

Liquidity and Capital Resources
-------------------------------

     In February 1999, the Company sold 3,750,000  shares of its common stock at
$.004 per share resulting in cash proceeds of $15,000. Also, in February,  1999,
loans payable to  stockholders of $11,525 were converted at $.004 per share into
2,881,225 shares of the Company's common stock.

     In June 1999,  $10,000 was loaned to the Company by two  stockholders.  The
loans bear interest at 12% and are payable on demand.

     As a result  of the  above  transactions,  the  Company's  working  capital
increased  $6,045 from a deficit of $15,781 as of December 31, 1998 to a deficit
of $9,736 as of June 30, 1999.

     The  Company  does not have  sufficient  funds to  continue  its  operating
activities.  Future operating activities are expected to be funded by loans from
a major stockholder.

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

Reports on Form 8-K: During the three months covered by this report, the Company
filed no reports on Form 8-K.

                                       5
<PAGE>


                                   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 thereto duly authorized.


Date: July 30, 1999                        Milestone Capital, Inc.
                                           -----------------------
                                           (Registrant)



                                          /s/ Earnest Mathis, Jr.
                                          -----------------------
                                          Earnest Mathis, Jr.
                                          Chief Executive Officer
                                          Chief Financial Officer
                                          (Principal Accounting Officer)and
                                          Secretary

                                       6