UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-QSB/A

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

FOR THE FISCAL QUARTER ENDED DECEMBER 31, 1997

Commission File Number             0-8164

MICRO-MEDIA SOLUTIONS, INC.
FORMERLY MOUNTAIN STATES RESOURCES CORPORATION
(Exact name of registrant as specified in charter)

UTAH                                           87-0280886
State or other jurisdiction of         (IRS Employer I.D. No.)
Incorporation or organization

501 Waller St., Austin, Texas 78702
(Address of principal executive offices)

Issuer's telephone number, including area code (512) 476-6925

Securities registered pursuant to section 12(b) of the Act:
Title of each class    Name of each exchange on which registered
     None                           N/A

Securities registered pursuant to section 12(g) of the Act:
Title of each class    Name of each exchange on which registered
Common Stock,                       None
Par Value  $.10
     
Check whether the Issuer (1) filed all reports required to be 
filed by section 13 or 15(d) of the Exchange Act during the past 
12 months (or for such shorter period that the registrant was 
required to file such report(s), and (2) has been subject to such 
filing requirements for the past 90 days.  
(1)  Yes  (  ) No  (X)    (2)  Yes (X)  No  (  )

Number of shares of common stock outstanding at December 31, 1997:  
10,764,733














Part I: Financial Information Item 1: 
Consolidated Financial Statements


Index to Consolidated Financial Statements         Page


Consolidated Balance Sheets                         3
        

Consolidated Statements of Operation                4


Consolidated Statements of Cash Flows               5
        

Consolidated Statements of Stockholders' Equity     6


Notes to Consolidated Financial Statements          7




































                                   MICRO-MEDIA SOLUTIONS, INC.
                         FORMERLY MOUNTAIN STATES RESOURCES CORPORATION
                            Consolidated Balance Sheets - (restated)
                          
                                    December 31         March 31
                                        1997               1997
                                    (unaudited)          (audited)
                                                 ASSETS          
Current Assets
 Cash and Cash Equivalents         $    19,696        $    18,112
 Accounts Receivable - Trade           576,852            983,352
 Inventory                             346,521            181,060
 Other Receivables - Advances          174,905            127,971
  Total Current Assets               1,117,974          1,310,495
           
Property, Plant, and Equipment 
 (at cost) net                         691,881            784,039

 Long Term Notes Receivable            434,796            419,774

TOTAL ASSETS                       $ 2,244,651        $ 2,514,308

                              LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
 Accounts Payable - Trade          $   653,766        $   875,734
 Bank Line of Credit                   204,765            725,000
 Other Accrued Expenses                 24,000            113,185
 Current Maturities of
  Long-term Debt                       174,026            174,026
 Current Portion of Obligations
  Under Capital Leases                  41,097             41,097
  Total Current Liabilities          1,097,654          1,929,042

Long Term Notes
 Notes Payable                         389,874            506,806
 Obligations under Capital 
  Leases For Equipment                  81,902            182,044
 Senior Convertible Notes              371,000
 Other Long Term Liabilities           685,450
  Total Long Term Notes              1,528,226            688,850

Stockholders Equity
 Preferred stock, Series B, $5.30    2,226,000  
  stated value; 420,000 authorized, 
  issued and outstanding 
 Common stock at $.10 par value;     1,076,473          1,076,473
  Authorized 50,000,000 shares; 
  10,764,733 shares issued 
  and outstanding         
 Additional paid-in capital         (1,454,058)        (1,046,058)
 Accumulated Deficit                (2,229,644)        (  133,999)
  Total Stockholders Equity         (  381,229)        (  103,584)

TOTAL LIABILITIES AND 
 STOCKHOLDERS EQUITY               $ 2,244,651        $ 2,514,308

The accompanying notes are an integral part of these financial statements.
                       MICRO-MEDIA SOLUTIONS, INC.
             FORMERLY MOUNTAIN STATES RESOURCES CORPORATION
           Consolidated Statements of Operation - (restated)
                               (UNAUDITED)
                
                                     For the Nine Months    For the Three Months
                                     Ended December 31     Ended December 31 
                                      1997        1996        1997       1996  

Net Revenues:
 Hardware, Software & Peripherals $1,350,810  $  320,035  $  212,013  $ 107,264
 Service, Support & Integration      702,915     266,794     188,298     79,936
 Network Installation                685,771   2,394,663     319,950    641,604
                                   2,739,496   2,981,492     720,261    828,804
Cost of Goods Sold                
 Hardware, Software & Peripherals    885,989     254,249     204,926     75,085
 Service, Support & Integration      456,896     173,415     122,394     51,958
 Network Installation                509,405   1,556,532     255,301    417,043
                                   1,852,290   1,984,196     582,621    544,086

Gross Margin                         887,206     997,296     137,640    284,718

Selling, General & Administrative  2,620,639   1,200,271   1,234,852    341,811

Operating Income (Loss)           (1,733,433) (  202,975) (1,097,212) (  57,093)

Other Income (Expense)            (  362,212) (   33,385) (  256,811)    66,508

Net Income (Loss)                 (2,095,645) (  236,360) (1,354,023)     9,415

Earnings (Loss) Per Share          $  (0.195)  $  (0.024)  $  (0.126)  $ (0.000)

Weighted average number of shares 
 Outstanding used in earnings 
 (loss) per share calculation     10,764,733   9,784,733  10,764,733  9,784,733





















The accompanying notes are an integral part of these financial statements.
                           MICRO-MEDIA SOLUTIONS, INC.
                 FORMERLY MOUNTAIN STATES RESOURCES CORPORATION
         Consolidated Statements of Stockholders' Equity - (restated)
                  For the Year Ended March 31, 1997 (Audited) 
              and Nine Months Ended December 31, 1997 (unaudited)

               Preferred                        Additional
            Stock; Series B      Common Stock    paid in    Accumulated 
             Shares Amount     Shares    Amount  Capital      Deficit   Total

Balance
March 31,
1996                        9,784,733   978,473(1,046,058)   348,386    280,801 

Common stock 
issued for 
services                      500,000    50,000                          50,000

Common stock 
options 
exercised                     480,000    48,000                          48,000

Net Loss for
the year 
ended 
March 31, 
1997                                                      (  482,385)(  485,385)

Balance
March 31, 
1997                       10,764,733 1,076,473(1,046,058)(  133,999)(  103,584)

Preferred 
Stock issued:
Private Placement
         420,000 2,226,000                     (  508,000)            1,718,000

Stock option for
Compensation                                      100,000               100,000

Net loss 
for the 
Nine months
ended 
December 31, 
1997                                                      (2,095,645)(2,095,645)

Balance 
December 31, 
1997     420,000 2,226,000 10,764,733 1,076,473(1,454,058)(2,229,644)(  381,229)






The accompanying notes are an integral part of these financial statements.
                      MICRO-MEDIA SOLUTIONS, INC. 
            FORMERLY MOUNTAIN STATES RESOURCES CORPORATION
            Consolidated Statements of Cash Flow (restated)
                For the Nine Months Ended December 31
                              (UNAUDITED)
                          
                                            1997              1996 
Cash Flows from Operating 
 Activities:
Net (Loss)                            $(2,095,645)      $(  236,360)
Adjustments to reconcile net income
  to net cash, provided by operating 
  activities:
 Depreciation expense                     148,587            86,096
 Change in accounts receivable            359,566        (  224,423)
 Change in inventory                   (  165,461)          270,519
 Change in accounts payable            (  221,968)       (  120,429)
 Change in accrued expenses            (   89,185)           24,795
Net Cash Provided by 
 Operating Activities                  (2,064,106)           41,056

Cash Flows from Investment Activities:
 Investment in property & equipment    (   56,429)       (  367,270)
 Investment in other assets            (   15,022)       (  428,082)
Net Cash provided by (Used by)        
 Investing Activities                  (   71,451)       (  795,352)
 
Cash Flows from Financing Activities:
 Proceeds from Line of Credit          (  520,235)          275,000
 Change in long term debt              (  116,932)          493,037
 Proceeds from other notes receivable     685,450
 Change in capital lease obligations   (  100,142)
 Proceeds from Private Placement        1,818,000
 Proceeds from Senior Convertible Debt    371,000
Net Cash Provided by (Used by) 
 Financing Activities                   2,137,141           768,037

Net Increase in Cash                        1,584            13,741

Cash at Beginning of Period                18,112             9,104
Cash at End of Period                 $    19,696       $    22,845



Supplemental disclosures:
 Cash paid for interest            $       81,891       $    70,200

Supplemental schedule of non-cash investing and financing activities:
Preferred stock issued for: 
  Underwriting Fees                $      106,000






The accompanying notes are an integral part of these financial statements.
                       MICRO-MEDIA SOLUTIONS, INC.
              FORMERLY MOUNTAIN STATES RESOURCES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Restated)
                            December 31, 1997
                               (unaudited)

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation:
The accompanying unaudited interim financial statements have been 
prepared in accordance with generally accepted accounting 
principals and the rules of the Securities and Exchange Commission 
(the SEC), and should be read in conjunction with the audited 
financial statements and notes thereto contained in the Company's 
latest annual Report filed with the SEC on Form 10-KSB/A.  In the 
opinion of management, all adjustments consisting of normal 
recurring adjustments, necessary for the fair presentation of 
financial position and the results of operations for the interim 
periods presented have been reflected here in. The results of 
operation are not necessarily indicative of the results to be 
expected for the full year. Notes to the financial statements 
which would substantially duplicate the disclosure contained in 
the audited financial statements for the year ended March 31, 
1997, as reported in the Form 10-KSB/A have been omitted.

Nature of Business and Organization
Micro-Media Solutions, Inc. (formerly Mountain States Resources 
Corporation, ("MSRC")), was organized under the laws of the State 
of Utah on April 15, 1969. MSRC began operations in April 15, 1969, 
as a mining, mineral extraction and oil and gas exploration company.  
MSRC discontinued its operations in 1993 and became a development 
stage company as described in the Statement of Financial Accounting 
Standards No.7, "Accounting and Reporting by Development Stage 
Enterprises". On June 23, 1997, the then shareholders of Micro-Media 
Solutions, Inc.,(MSI-Texas), entered into an agreement and plan of 
reorganization with MSRC whereby MSRC acquired all of the issued and 
outstanding stock of MSI-Texas in exchange for 9,310,000 shares of Common 
Stock of MSRC. The transaction was accounted for as a recapitalization. 
As part of the reorganization, MSRC changed its name to Micro-Media 
Solutions, Inc., (a Utah Corporation), ("MSI") (the "Company"). 

MSI-Texas is an Austin, Texas, based technology corporation formed 
to provide computer hardware, software programming, system installation and 
support, maintenance, media duplication, and kitting to the public and private 
sectors.  In addition, MSI-Texas is certified by the State of Texas 
as a Historically Underutilized Business (HUB). 











                        MICRO-MEDIA SOLUTIONS, INC.
              FORMERLY MOUNTAIN STATES RESOURCES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Restated)
                           December 31, 1997
                               (Continued)

Principles of Consolidation
The consolidated financial statements for the years ended March 31, 
1998 and 1997, include the accounts and transactions of MSI and 
MSI-Texas.  All significant inter-company accounts and transactions 
have been eliminated in the accompanying consolidated financial 
statements.  MSI, however, did not have any material asset or 
liability accounts or account balances. With the exception of 
MSI's equity accounts, the significant account balances belong 
to MSI-Texas.

Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with 
an original maturity of three months or less to be cash 
equivalents.

Earnings (Loss) Per Share
The earnings (loss) per share is computed on the basis of the 
weighted average number of shares outstanding during the period.  
All historical per share data has been restated to reflect stock 
splits and the effect of the merger transaction of Micro-Media 
Solutions, Inc.

Use of Estimates and Certain Concentrations 
Management of the Company has made a number of estimates and 
assumptions relating to the valuation and reporting of assets and 
liabilities and the disclosure of contingent assets and 
liabilities to prepare these consolidated financial statements in 
conformity with generally accepted accounting principles.  
Although actual results could differ from those estimates, 
Management believes its estimates are reasonable. Certain 
components, subassemblies and software included in the Company's 
computer systems are obtained from sole suppliers or limited 
number of suppliers. The company relies, to a certain extent, upon 
its suppliers' abilities to enhance existing products in a timely 
and cost-effective manner, to develop new products to meet 
changing customer needs and to respond to emerging standards and 
other technological developments in the computer industry.  The 
Company's reliance on a limited number of suppliers involves 
several risks, including the possibility of shortages and/or 
increases in costs of components and subassemblies, and the risk 
of reduced control over delivery schedules.

The computer and telecommunications industries.  The Company has a 
large number of customers on which it performs ongoing credit 
evaluations and generally does not require collateral from its 
customers.  Historically, the Company has not experienced 
significant losses related to receivables from individual 
customers or groups of customers in any particular industry of 
geographic area.


                      MICRO-MEDIA SOLUTIONS, INC.
             FORMERLY MOUNTAIN STATES RESOURCES CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Restated)
                           December 31, 1997
                              (Continued)

Restated Financial Statements
The accompanying financial statements have been restated from the 
statements originally issued. These statements have been restated to 
report the transaction between MSRC and MSI-Texas as a recapitalization.  
The original financial statements reported the transaction as a purchase.  
Changes in the financial statements are as follows:

                                 December 31, 1997         March 31, 1997
Balance Sheet:               As Reported  As Restated  As Reported  As Restated 
 Goodwill                    $   707,521  $       -0-  $   751,329  $       -0-
 Additional paid-in capital    6,986,652   (1,454,058)   5,600,652   (1,046,058)
 Preferred Stock Series B        840,000    2,226,000          -0-          -0-
 Accumulated deficit          (8,576,833)  (2,229,644)  (5,746,125)  (  133,999)
  
                                    For the Nine           For the Three  
                                    Months Ended         Three Months Ended
                                 December 31, 1997         March 31, 1997
Statement of Operation       As Reported  As Restated  As Reported  As Restated 
 Selling, General & 
  Administrative             $ 2,573,293  $ 2,620,639  $   686,953  $ 1,234,852
 Net Loss                     (2,830,708)  (2,095,645)  (1,064,584)  (1,354,023)
 Earnings (Loss) Per Share         (.220)       (.195)       (.083)       (.126)
 Weighted average number of 
  shares outstanding used in 
  earnings (loss) per share 
  calculation                 12,895,845   10,764,733   12,895,845   10,764,733

Certain amounts previously reported have been reclassified for 
presentation purposes in the restated financial statements. These amount 
are not material to the financial statements. Restated financial statements and 
Form 10KSB/A for March 31, 1997 have previously been filed with the SEC.

NOTE 2.  SHORT-TERM BORROWINGS.

The Company has two outstanding promissory notes in the total 
amount of $200,000 payable to a third party. These notes bear 
interest at a rate of 20% per anum. The Company has refused to 
make payment on theses notes due to a number of disputes among the 
Company, the third party, and a former consultant to the Company. 
The third party filed suit against the Company to enforce the 
notes. The Company filed an answer and denies liability. The 
Company also filed a separate lawsuit against both the third party 
and the former consultant in connection with the global dispute 
among the parties. The Company intends to defend vigorously the 
third party's claim under the notes and to pursue vigorously its 
own claims against the third party and the former consultant.





                      MICRO-MEDIA SOLUTIONS, INC.
             FORMERLY MOUNTAIN STATES RESOURCES CORPORATION
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Restated)
                           December 31, 1997
                              (Continued)

The Company had a secured credit agreement with Bank One providing 
for borrowings of up to $725,000, based on the amount of the 
Company's eligible receivables.  As of December 31, 1997 the 
Company owed $205,000 on the line of credit. Under the agreement, 
the Company is subject to certain financial and other covenants 
including certain financial ratios.
 
The credit agreement matured on August 18, 1997 and Bank One 
notified the Company that they would not renew the credit line. 
The Company has working agreements with two other banking 
institutions.  

NOTE 3.  CAPITAL TRANSACTIONS

On November 18, 1997, the Company received gross proceeds of 
$2,120,000 from the Private Placement (Phase I) of 400,000 shares 
of Series B, 5% Cumulative Convertible Non-Voting Preferred Stock, 
Stated value $5.30 per share. The Company issued 20,000 shares of 
the Series B Preferred Stock as agreed for payment of commission 
fees of the Private Placement (Phase I). Each share of Preferred B 
stock is initially convertible into ten shares of the Company's 
Common Stock. Each Preferred B share was issued six Class A 
Warrants exercisable for a two year period beginning January 31 
1998. The exercise price for each warrant is $1.50 per share and 
will entitle the holder to one share of the Company's Common 
Stock. Total expenses of the Private Placement including broker 
fees, commissions, and legal and accounting expenses totaled 
$408,000.

The Company received $371,000 in October 1997 from two individuals 
under Senior Convertible Debt (the "Senior Convertible Debt") 
secured by common stock. 

NOTE 4.  SUBSEQUENT EVENTS

On February 4, 1998, the Company received $1,000,000 completing 
the Private Placement (Phase II) of 94,340 shares of Series C, 6% 
Cumulative Convertible Non-Voting Preferred Stock for a purchase 
price of 10.60 per share. The Company issued 4,717 shares of 
Series C, 6% Cumulative Convertible Non-Voting Preferred Stock as 
agreed for payment of commission fees of the Private Placement 
(Phase II). Each share of Preferred C stock is initially 
convertible into ten shares of the Company's Common Stock. Total 
expense of the Private Placement including broker fees, 
commissions, and legal and accounting fees totaled $180,000. 






                      MICRO-MEDIA SOLUTIONS, INC.
             FORMERLY MOUNTAIN STATES RESOURCES CORPORATION
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Restated)
                           December 31, 1997
                              (Continued)

The holders of the Senior Convertible Debt have requested 
conversion of the debt into 420,000 Class A Warrants and 70,000 
shares of Series B, 5% Cumulative Convertible Non-Voting Preferred 
Stock, Stated value $5.30 per share. The Class A Warrants will be 
exercisable at a price of $0.795 per share. Accrued interest on 
the Senior Convertible Debt will be paid through the issuance of 
10,286 shares of Common Stock.  

On February 5, 1998, the Company arranged for a line of credit in 
the amount of $750,000 from Compass Bank.  This credit facility is 
secured by deposits at Compass Bank. An additional line of credit 
in the amount of $500,000 is being requested and will be secured 
by receivables.

NOTE 5.  CONTINGENCIES AND LEGAL MATTERS

MSI is engaged in various litigation and has a number of 
unresolved claims pending.  While the amounts claimed are not 
material and the ultimate liability in respect to such litigation 
and claims cannot be determined at this time, MSI is of the 
opinion that such liability is not to be of material importance in 
relation to its accounts.

NOTE 6.  GOING CONCERN

As shown in the accompanying consolidated financial statements, 
the Company has incurred a net loss in the current quarter of 
$1,460,023 and as of that date, the Company's current assets 
exceeded its current liabilities by $20,320.  At December 31, 1997, 
the Company owes accounts payable with dates due in excess of 
ninety (90)days. These factors create an uncertainty about the 
Company's ability to continue as a going concern. The ability
of the Company to continue as a going concern is dependent on the 
Company's attaining additional financing to fund the expenses 
related to operations and capital improvements. The Company 
received a net $2,189,000 from capital transactions during the 
quarter ending December 31, 1997. An additional net $870,000 has 
been received in the first quarter of 1998. The Company has signed 
a letter of intent for up to an additional $ 5,000,000 under a 
debt instrument to be receive no later than April 30, 1998.  In 
addition, the Company plans a secondary offering during fiscal 
calendar 1998. The financial statements do not include any 
adjustments that might be necessary if the Company is unable to 
continue as a gong concern.







  Part I: Financial Information Item 2: Management's Discussion 
and analysis of financial condition and results of operations.

The following discussion and analysis provides information which 
management believes is relevant to an assessment and understanding 
of the Company's results of operations and financial condition.  
This discussion should be read in conjunction with the 
Consolidated Financial Statements appearing in Item 1.

GENERAL

Micro-Media Solutions, Inc. (formerly Mountain States Resources 
Corporation, ("MSRC")), was organized under the laws of the State 
of Utah on April 15, 1969. MSRC began operations in April 15, 1969, 
as a mining, mineral extraction and oil and gas exploration company.  
MSRC discontinued its operations in 1993 and became a development 
stage company as described in the Statement of Financial Accounting 
Standards No.7, "Accounting and Reporting by Development Stage 
Enterprises". On June 23, 1997, the then shareholders of Micro-Media 
Solutions, Inc.,(MSI-Texas), entered into an agreement and plan of 
reorganization with MSRC whereby MSRC acquired all of the issued and 
outstanding stock of MSI-Texas in exchange for 9,310,000 shares of Common 
Stock of MSRC. The transaction was accounted for as a recapitalization. 
As part of the reorganization, MSRC changed its name to Micro-Media 
Solutions, Inc., (a Utah Corporation), ("MSI") (the "Company"). 

MSI-Texas is an Austin, Texas, based technology corporation formed 
to provide computer hardware, software programming, system installation and 
support, maintenance, media duplication, and kitting to the public and private 
sectors.  In addition, MSI-Texas is certified by the State of Texas 
as a Historically Underutilized Business (HUB). 

Among the principal cost to market and sell the Company's products are 
advertising and promotion cost, salaries and commissions, general and 
administrative expenses. The Company's operation results may be subject to 
fluctuations on a quarterly and an annual basis as a result of various factors, 
including, but not limited to, fluctuating market pricing for computer and 
semiconductor memory products, industry competition, seasonal government 
purchasing cycles, and working capital restrictions on manufacturing and 
production.  Therefore, the operating results for any particular period are not 
necessarily indicative of the results that may occur in any future period.

The Company's revenues consist of hardware sales, software sales and the 
delivery of technical services, including installing and maintaining network 
systems. The technical service sales of the Company typically yield a higher 
gross margin than the hardware and software sales of the Company.  This is due, 
in part, to the intense competition in the hardware and software sales sector 
from Original Equipment Manufactures and distributors. As a result, the Company,
is attempting to strategically reposition itself from emphasizing hardware sales
to intensifying sales of technical services.







RESULTS OF OPERATIONS
 
Three Months Ended December 31, 1997 Compared to Three Months 
Ended December 31, 1996

Net sales for the 1997 fiscal Third Quarter were $720,261 versus 
$828,804 for the 1996 fiscal Third Quarter. A decrease of 13 
percent. The decrease is primarily due as a result of the completion of a large 
network installation project without any new projects cued to follow.

Cost of sales was $582,621 resulting in a gross margin of 19% in the 1997 third 
quarter versus sales of $544,086 resulting in a gross margin of 34% in the 1996 
third quarter, a decrease of 15 percent.  The decrease was the result of lower 
net sales and increase in service related sales which typically have a higher 
margin.

Selling general and administrative expenses increased to $1,340,852 
in the 1997 third quarter from $341,811 in the 1996 third quarter, 
an increase of more two fold percent.  This increase is primarily due to 
additional management personnel.

Nine Months Ended December 31, 1997 Compared to Nine Months Ended 
December 31, 1996.

Net sales for the 1997 Nine months ended December 31, 1997 were 
$2,739,496 versus $2,981,492 for the Nine months ended December 31, 1996. 
A decrease of 8 percent. The decrease is primarily due as a result of the 
completion of a large network installation project without any new projects 
cued to follow.

Cost of sales was $1,852,290 in the Nine months ended December 31, 
1997 versus $1,984,196 in the Nine months ended December 31, 1996, 
a decrease of 7 percent. The decrease reflect the decrease in net sales
in 1997.

The Company's gross margin in the Nine months ended December 31, 
1997 was 32% versus 33% in the Nine months ended December 31, 
1996, a decrease of 1 percent. 

Selling general and administrative expenses increased to 
$2,726,639 in the Nine months ended December 31, 1997 from 
$1,200,271 in the Nine months ended December 31, 1996, an increase 
of 1.27 percent. This increase is primarily due to additional 
management personnel and an increase in interest expense and late fees.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1997, the Company had a working capital of $20,320 
compared to working capital deficit of $363,599 at December 31, 
1996. This increase in the Company's working capital was primarily 
due to decrease in borrowings and payables.

The Company received $3,282,450 in proceeds from outsiders in the 
form of a private placement, bridge financing and issuing senior 
convertible debt during the three months ended December 31, 1997. 
Additional funding of $870,000 was received through February 4, 
1998.

The company has financed its operations primarily through 
borrowings. As of December 31, 1997, the Company's sources of 
internal financing were limited. It is not expected that internal 
sources of liquidity will improve until net cash is provided by 
operating activities which is expected in early 1998, and until 
such time, the company will rely upon external sources for 
liquidity.

The Company has signed a letter of intent with an investment 
banking firm for a debt offering of $3 to $5 million beginning on 
or before April 30, 1998.


                          PART II: Other Information

Item 2: Changes in Securities

On November 17, 1997, the Company completed the private placement 
(Phase I) (The "private Placement") of 420,000 shares of Series B 
Preferred Stock, Stated Value $5.30 per share (the "Series B 
Preferred Stock"), all to "accredited Investors" as that term is 
defined in rule 501(a) of Regulation D Promulgated under the 
Securities Act of 1933, as amended.

On February 4, 1998, the Company completed the private placement 
of 99,057 Shares of Series C, 6% Cumulative Convertible Non-Voting 
Preferred Stock, all to "accredited investors" as that term is 
defined in rule 501(a) of Regulation D promulgated under the 
Securities Act of 1933, as amended.

The Company plans to use the proceeds from the sale of the Shares 
for working capital, repayment of indebtedness and hiring of new 
personnel for recently received new contracts. Based upon those 
contracts in place at December 31, 1997 and the successful 
completion of the private placement-funding, revenues for fiscal 
year 1999 should exceed $15,000,000.

The company is obligated to issue up to 1,500,000 shares of common 
stock to employees and consultants.

Item 4: Submission of matters to a vote of the security holders

On September 26,1997, a special meeting of the security holders of 
the Company was held to change the name of the company to Micro-
Media Solutions, Inc.

Item 5: Other Matters

The Company has retained the firm of Novokov, Davidson & Flynn, 
Dallas, Texas as corporate legal counsel to represent the Company 
in all matters except for items relating to the private placement. 
The firm of Vial, Hamilton, Koch & Knox represents the Company in 
the private placement.



The Company is now listed on Standard & Poor's Market Access 
Service as of December 1997 which prominently displays the 
investment merit of over the counter (OTC) bulletin board 
companies in some of the most widely distributed information 
vehicles in the financial and investment communities. 

PR Newswire has been selected as the firm for dissemination of 
news releases. PR Newswire is the world's leader in the electronic 
distribution of full Text corporate, association, and 
institutional news releases to the media and financial community

The Board of Directors at its February meeting will be adding two 
new members to the board as required by the private placement 
agreement. 

Ernesto M Chavarria, President of ITBR, Inc. has 25 years 
experience in international business development.   

Blandida Cardenas, Associate Professor at LBJ Institute, 
University of Texas, Former Commissioner of United States 
Commission of Civil Rights and Former Director Of Office of 
Minorities in Higher Education.

The Company has entered into Employment agreements with its senior 
executive officers for a period ending on March 31, 2001 subject 
to two(2) one year extensions.  These agreements grant the executives stock 
options to purchase an aggregate of 150,000 shares at a price ranging from 
$1.50 to $2.25 per share. These agreements also included specific 
bonus plans based on performance, revenues and common stock value.





























SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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.


Date 10/20/98        By /S/ Jose G. Chavez
                           Jose G. Chavez, President

Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons 
on behalf of this Registrant and in the capacities and on the 
dates indicated.

Signature                   Capacity                 Date


/s/ Jose G. Chavez                                   10/20/98
    Jose G. Chavez          President and Chairman 
                            of the Board of Directors 


/s/ Mitchell Kettrick                                10/20/98
    Mitchell Kettrick       Vice-President and 
                            Director     


/s/ David Hill                                       10/20/98
    David Hill              Chief Financial Officer       



/s/ Ernesto Chavarria                                10/20/98
    Ernesto Chavarria       Director