SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1999 Commission File No.
000-24927





                  FUJI ELECTROCELL CORPORATION
     (Exact name of registrant as specified in its charter)




Nevada                                            33-0199082
(State of organization) (I.R.S. Employer Identification No.)

1839 S.E. Port Saint Lucie Blvd., Port Saint Lucie, FL 34952
(Address of principal executive offices)

Registrant's telephone number, including area code (561) 879-9999

Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days.  Yes X

There are 1,915,658 shares of common stock outstanding as of May
30, 1999.



                 PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

The  financial statements and supplemental data required by  this
Item follow the index of financial statements appearing at Item 6
of this Form 10Q-SB.

ITEM 2.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  Registration Statement, other than statements of historical
fact,   are   forward-looking  statements.  Although   Management
believes that the expectations reflected in these forward-looking
statements  are  reasonable, it can give no assurance  that  such
expectations  will prove to have been correct. Important  factors
that  could  cause actual results to differ materially  from  the
expectations are disclosed in this Statement, including,  without
limitation, in conjunction with those forward-looking  statements
contained in this Statement.

                        Plan of Operation

The  Company's Plan of Operation has not changed since the filing
of its amended Form 10-SB. The description of the current plan of
operation  is  incorporated by reference  to  Section  2  of  its
amended Form 10-SB filed with the SEC on May 10, 1999.

                           Competition

The  Company  is an insignificant participant among  firms  which
engage   in   business  combinations  with,  or   financing   of,
development-stage   enterprises.  There  are   many   established
management and financial consulting companies and venture capital
firms  which  have significantly greater financial  and  personal
resources,  technical expertise and experience than the  Company.
In   view  of  the  Company's  limited  financial  resources  and
management  availability, the Company  will  continue  to  be  at
significant  competitive  disadvantage  vis-a-vis  the  Company's
competitors.

                      Year 2000 Compliance

The   Company  is  aware  of  the  issues  associated  with   the
programming  code in existing computer systems as the  year  2000
approaches. The Company has assessed these issues as they  relate
to  the Company, and since the Company currently has no operating
business  and  does not use any computers, and since  it  has  no
customers,  suppliers or other constituents, it does not  believe
that  there are any material year 2000 issues to disclose in this
report.

                            Employees

The Company's only employees at the present time are its officers
and  directors,  who will devote as much time  as  the  Board  of
Directors determine is necessary to carry out the affairs of  the
Company.

                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The  Company  and  its  directors have instituted  action  for  a
declaratory judgment concerning a contract with Leann  Gibbs,  an
individual resident in Ontario, Canada. The Complaint  was  filed
in  the  Nineteenth Judicial Circuit Court, in and for St.  Lucie
County,  Florida,  as  Case No. 98-736CA03.  Ms.  Gibbs  and  the
Company  had entered into a contract pursuant to which she  would
transfer  to the Company her interest in a number of mica  mines,
in  exchange  for stock in the Company. The Company was  to  then
pursue a business in mining the mica and selling the raw material
to  companies that would process it. The agreement with Ms. Gibbs
was  never  consummated, and the parties, after much  discussion,
agreed to withdraw from the agreement. The Company has instituted
the  action  to  declare the agreement void,  simply  to  protect
itself  from  a later breach of contract action. The parties  are
negotiating a settlement of all issues involved.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

The  Company's common stock underwent a 1:20 reverse split on May
26,  1999, effective on June 7, 1999. This reduced the number  of
shares  outstanding without changing the authorized common stock.
No reduction in the rights or ownership percentage of the holders
has occurred as a result of the reverse split.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the most recent quarter.

ITEM 5.   OTHER INFORMATION

On  March 10, 1999, Mr. Steve Hocke resigned as director  of  the
Company.  His  vacancy was filled by Mr. Michael  J.  Lates.  Mr.
Lates  has  a  background  in  the computer  industry,  and  was,
therefore,  appointed as Vice President of the  Company,  charged
with identifying an internet-type private company with which  the
Company  might enter into a business combination. Mr.  Lates  was
issued 3,500,000 shares in lieu of compensation. Mr. James Blake,
who  has served as treasurer of the Company without compensation,
was  issued  1,000,000 shares. Mr. Steve Tierney,  the  Company's
outside counsel, was issued 1,000,000 shares in payment of  legal
services provided by him on the Company's behalf.

On  May  26, the Company authorized a 1:20 reverse split  of  the
common shares. This was done in order to free-up common stock for
use  in  acquiring or merging with another company.  The  reverse
split was effective on June 7, 1999.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

FINANCIAL STATEMENTS

Financial statements for the quarter ended March 31, 1999.

NOTE:  These  financial  statements were prepared  prior  to  the
reverse split of the Company's common stock. The number of shares
contained  therein reflect the common stock prior to the  reverse
split.

Robert J. Boyer, CPA, PA 11379 N.W. 20th Drive, Coral Springs,
Florida 33071

To the Board of Directors and Stockholders
of: Fuji Electrocell Corporation
(A Development Stage Company)

I   have   compiled  the  accompanying  balance  sheet  of   Fuji
Electrocell  Corporation as of March 31, 1999,  and  the  related
statements  of income, retained earnings and cash flows  for  the
three  months  then  ended  in  accordance  with  Statements   on
Standards  for  Accounting  and Review  Services  issued  by  the
American Institute of Certified Public Accountants.

A  compilation is limited to presenting in the form of  financial
statements  information that is the representation of management.
I  have  not  audited  or  reviewed  the  accompanying  financial
statements  and, accordingly I do not express an opinion  or  any
other form of assurance on them.

     /s/ Robert J. Boyer, CPA
     Robert J. Boyer, CPA
     Coral Springs, FL
     May 4, 1999

                  FUJI ELECTROCELL CORPORATION
                  (A Development Stage Company)
                          BALANCE SHEET

<TABLE>

<S>                         <C>               <C>

                            3/31/99           1998

          ASSETS
CURRENT ASSETS
Cash                         $0                $0
TOTAL CURRENT ASSETS        $0                $0
PROPERTY AND EQUIPMENT
Fixed Assets                 $0                $0
TOTAL PROPERTY AND          $0                $0
EQUIPMENT
OTHER ASSETS
Other Assets Items           $0                $0
TOTAL ASSETS                $0                $0

     LIABILITIES AND
   STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable             $20,858           $20,858
TOTAL CURRENT LIABILITIES   $20,858           $20,858
LONG-TERM DEBT              $0                $0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par      $32,806           $32,806
value
authorized 50,000,000
shares issued and
outstanding
 32,805,784 shares
Additional Paid In Capital  $17,194           $17,194
Deficit Accumulated During  ($70,858)         ($70,858)
Development Stage
TOTAL STOCKHOLDERS' EQUITY  ($20,858)         ($20,858)
TOTAL LIABILITIES AND       $0                $0
STOCKHOLDERS' EQUITY
</TABLE>

                  FUJI ELECTROCELL CORPORATION
                  (A Development Stage Company)
                     STATEMENT OF OPERATIONS

<TABLE>

<S>                        <C>        <C>

                           Three      1998
                           months
                           ended
                           3/31/99
INCOME

Revenue                     $0         $0
TOTAL INCOME               $0         $0
EXPENSES
General and Administrative  $0         $0
TOTAL EXPENSES
NET PROFIT (LOSS)          $0         $0
NET PROFIT (LOSS) PER      $0.00      $0.00
SHARE
AVERAGE NUMBER OF SHARES   32,805,78  32,805,78
OF COMMON STOCK            4          4
OUTSTANDING
</TABLE>

                  FUJI ELECTROCELL CORPORATION
                  (A Development Stage Company)
                STATEMENT OF STOCKHOLDER'S EQUITY

<TABLE>

<S>               <C>               <C>               <C>               <C>

                  Number of Shares  Dollar Amount     Paid in Capital   Accumula
                                                                        ted
                                                                        Deficit
Balance January   32,805,784        $32,806           $17,194   (70,858)
1, 1997
Net Income                                                              $0
Year Ended
12/31/97
Balance 12/31/97  32,805,784        $32,806           $17,194           (70,858)
Net Income                                                              $0
Year Ended
12/31/98
Balance 12/31/98  32,805,784        $32,806           $17,194           (70,858)
Net Income                                                              $0
Three months
Ended 3/31/99
Balance 3/31/99   32,805,784        $32,806           $17,194           (70,858)
</TABLE>

                  FUJI ELECTROCELL CORPORATION
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS
<TABLE>

<S>
                           <C>               <C>

                           Three months      1998
                           ended 3/31/99
CASH FLOWS FROM
OPERATIONS
Net (Loss)                  $0                $0
CASH PROVIDED FROM         $0                $0
INVESTING ACTIVITIES
CASH PROVIDED FROM         $0                $0
FINANCING ACTIVITIES
Net increase in cash        $0                $0
Cash, Beginning of Period  $0                $0
Cash, End of Period        $0                $0
</TABLE>

                  FUJI ELECTROCELL CORPORATION
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                      AS OF MARCH 31, 1999

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND COMPANY HISTORY

The Company was organized in 1988 under the laws of the State  of
Nevada.   The  Company has no operations, has had no  significant
operations  since  January 1, 1996, and under generally  accepted
accounting standards is considered a development stage company.

The  Company has adopted the accrual method of accounting as  its
only accounting policy at this time.

BASIC YEARLY MINIMUM EXPENSES

Even  though  the  Company has had no revenues, there  were  some
basic  expenses  throughout the year that had to be  paid.  These
were   paid  by  some  of  the  Company's  management,  with   no
expectation of being reimbursed, and accordingly no notes payable
from  the Company to these managers had been set up on the  books
as of December 31, 1998.

GOING CONCERN ISSUES

The  Company  has no operations, with any future  operations  not
clearly  defined  at  this  time. However,  the  Company  has  no
revenues  and without revenues or expected revenues in  the  near
future,  the  Company  is  unlikely to be  able  to  continue  in
business  as a going concern. It is management's plan to continue
to  fund the Company's basic yearly requirements personally, with
hopes of obtaining future capital and future business operations.

STOCK STRUCTURE

Future  capital  funding of the Company can be  acquired  through
either the issuance of the remaining common stock, or the initial
issuance  of  the  preferred stock authorized  by  the  State  of
Nevada.

REGULATORY FILINGS

The Company has filed a 10-SB report with the SEC in 1998, and is
presently preparing a current 10-SB to be filed during the second
quarter  of  1999.  All required State and  Federal  filings  are
current as of the Balance Sheet date.

LEGAL PROCEEDINGS

The Company is a plaintiff in a legal action regarding a Canadian
Company  which  has agreed to withdraw from a contract  with  the
Company.  The Company has instituted this action to declare  this
agreement  void, so that they cannot be later sued for breach  of
contract.  Legal counsel does not anticipate any  adverse  action
against the Company as a result of this action.

SIGNIFICANT OWNERSHIP

Of  the total amount of shares outstanding, 16,873,914 are  owned
by  three different individuals and one Securities Trust Company.
Not  any of these individually control the Company with more than
50% of the voting power of the Common shares.

EXHIBITS

a)    The  exhibits,  consisting  of the  Company's  Articles  of
  Incorporation and Bylaws, are attached to the Company's Amended
  Form  10-SB,  filed  on  May  10,  1999.  These  exhibits   are
  incorporated by reference to that Form.

b)   Reports on Form 8-K:

  On  May  27, 1999, the Company filed a Form 8-K announcing  the
  resignation of Steve Hocke as director of the Company, and  the
  appointment  of  Michael  J. Lates to  fill  his  vacancy.  The
  Company  also  announced that Mr. Lates was appointed  as  Vice
  President  and  charged with the task of finding  an  internet-
  type  business  as  an  acquisition/merger  candidate  for  the
  Company. The Company issued Mr. Lates 3,500,000 common  shares,
  and  also  issued 1,000,000 shares each to Mr. James Blake  for
  his  work as the Company's treasurer, and to Mr. Steve Tierney,
  the  Company's outside legal counsel, as payment for his  legal
  fees.

  On  June  3,  1999, the Company filed a Form 8-K  announcing  a
  1:20  reverse  split of the Company's common  stock.  This  was
  done  because  the  company had very little  authorized  common
  stock  that had not been issued. The reverse split reduced  the
  number  of shares outstanding to less than 2 million,  allowing
  the  remaining  48  million authorized shares  to  be  used  to
  affect an acquisition or merger.

                           SIGNATURES

Pursuant  to  the  requirements of Section 12 of  the  Securities
Exchange  Act  of  1934,  the Registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.



                           Fuji Electrocell Corporation



                           By: /s/ Richard J. Oldfield
                              Richard J. Oldfield, President