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 March 31, 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     No X

                      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 March 31, 1999.

<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                             MILESTONE CAPITAL, INC.
                        UNAUDITED CONDENSED BALANCE SHEET
                                 MARCH 31, 1999



                                     ASSETS
                                     ------

Current Assets:
  Cash and cash equivalents                                           $   4,190
                                                                      ---------

     Total Assets                                                     $   4,190
                                                                      =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities:
 Accounts payable:
   Trade                                                              $      65
   Stockholder                                                            3,084
                                                                      ---------

     Total Current Liabilities                                            3,149
                                                                      ---------

Stockholders' Equity:
 Common stock:  no par value, 20,000,000
  shares authorized, 7,879,139 issued                                   507,603
 Accumulated deficit                                                   (506,362)
                                                                      ---------
                                                                          1,241
 Less treasury stock, at cost (680 shares)                                 (200)
                                                                      ---------

     Total Stockholders' Equity                                           1,041
                                                                      ---------

     Total Liabilities and Stockholders' Equity                       $   4,190
                                                                      =========



                        See notes to unaudited condensed
                              financial statements.

<PAGE>

                             MILESTONE CAPITAL, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998



                                                      1999              1998
                                                      ----              ----

Revenue                                           $      --         $      --

Operating expenses                                      9,703               923
                                                  -----------       -----------

Net Loss                                          $    (9,703)      $      (923)
                                                  ===========       ===========

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

Weighted average number of common
 shares outstanding:
  Basic                                             5,078,608         1,247,234
  Diluted                                           5,078,608         1,247,234



                        See notes to unaudited condensed
                              financial statements.

<PAGE>
<TABLE>
<CAPTION>

                               MILESTONE CAPITAL, INC.
                    UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                 FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998



                                                                   1999        1998
                                                                   ----        ----
<S>                                                             <C>         <C>
Cash Flows From Operating Activities:
  Net loss                                                      $ (9,703)   $   (923)
  Adjustments to reconcile net loss to net cash
   (used) by operating activities:
   Changes in liabilities:
    Increase (decrease) in accounts payable-trade                 (4,250)        895
                                                                --------    --------

         Net Cash (Used) By Operating Activities                 (13,953)        (28)
                                                                --------    --------

Cash Flows From Financing Activities:
  Stockholder advances                                             3,979        --
  Repayment of stockholder advances                                 (895)       --
  Issuance of common stock                                        15,000        --
                                                                --------    --------

         Net Cash Provided By Financing Activities                18,084        --
                                                                --------    --------

         Net Increase (Decrease) in Cash and Cash Equivalents      4,131         (28)

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

         Cash and Cash Equivalents at End of Period             $  4,190    $    252
                                                                ========    ========

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.

 </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 three  months  ended March 31, 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.




<PAGE>


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

     The Company seeks merger candidates with on-going  operations.  As of March
31, 1999, the Company had not identified any such candidates.

Results of Operations

Three Months Ended March 31, 1999 vs. Three Months Ended March 31, 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 March 31, 1999 and 1998.  Operating expenses increased by $8,780 to
$9,703 for the three months ended March 31, 1999  compared to $923 for the three
months ended March 31, 1998.  The increase in operating  expenses  resulted from
professional  fees  incurred in  connection  updating  the  Company's  books and
records.  The Company's net loss  increased to $9,703 for the three months ended
March 31, 1999 compared to $923 for the three months ended March 31, 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.

     As a result  of the  above  transactions,  the  Company's  working  capital
increased $16,822 from a deficit of $15,781 as of December 31, 1998 to $1,041 at
March 31, 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

     An Annual  Meeting of  Shareholders  was held on February 22, 1999 at which
Earnest  Mathis,  Jr. was elected as the  Company's  sole  director by a vote of
3,536,906 shares in favor, 180 shares against and no shares abstaining.

<PAGE>


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.


                                   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: June 11, 1999                           Milestone Capital, Inc.
                                             -----------------------
                                             (Registrant)


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