[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]

                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
       [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended:          October 31, 1997
                                            -----------------------------------

       [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

             For the transition period from                    to
                    Commission file number                   0-730

                                 UNION 69, LTD.
                     (Exact name of small business issuer as
                            specified in its charter)

           Delaware                                         84-1398190
 (State or other jurisdiction                             (IRS Employer
of incorporation or organization)                       Identification No.)

                        BOX 8029, La Jolla, CA 92037-8029
                    (Address of principal executive offices)

                                 (619) 456-7176
                            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  Exchange  Act 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 No X


<PAGE>




                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes No X


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date: May 24, 1999 1,377,647

     Transitional Small Business Disclosure Format (check one). Yes ; No X



<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>

                                 UNION 69, LTD.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)



                                                       October 31,     July 31,
                                                       -----------    -----------
                                                           1997           1997
                                                       -----------    -----------
<S>                                                    <C>            <C>
ASSETS .............................................   $      --      $      --
                                                       ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts Payable .................................   $       352    $       352
                                                       -----------    -----------

          Total Liabilities ........................           352            352
                                                       -----------    -----------

Stockholders' Equity
Preferred stock (par value $.001),
  5,000,000 shares authorized, 690
  shares issued at October 31, 1998
  and July 31, 1998 ................................             1              1
Common stock (par value $.001),
  50,000,000 shares authorized, 387,647
  shares issued and outstanding
  October 31, 1998 and July 31, 1998 ...............           388            388
Capital in excess of par value .....................     2,936,426      2,936,426
Retained deficit ...................................    (2,933,986)    (2,933,986)
Deficit accumulated during development stage .......        (3,181)        (3,181)
                                                       -----------    -----------

          Total Stockholders' Equity ...............          (352)          (352)
                                                       -----------    -----------

          Total Liabilities and Stockholders' Equity   $      --      $      --
                                                       ===========    ===========


</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                        3

<PAGE>



                                 UNION 69, LTD.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)




                                                                   Cumulative
                                                                      Since
                                   For the Three Months Ended      Inception of
                                          October 31,               Development
                                  -----------------------------
                                      1997            1996            Stage
                                  -------------   -------------   -------------
Revenues ......................   $        --     $        --     $        --
                                  -------------   -------------   -------------

Expenses ......................            --              --             3,181
                                  -------------   -------------   -------------

       Net Loss ...............   $        --     $        --     $      (3,181)
                                  =============   =============   =============


Basic & Diluted loss per share    $        --     $        --
                                  =============   =============
























     The accompanying nots are an integral part of these financial statements.

                                        4

<PAGE>


<TABLE>
<CAPTION>

                                 UNION 69, LTD.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                                                Cumulative
                                                                                  Since
                                                                                Inception
                                               For the three months ended               of
                                                       October 31,              Development
                                              -----------------------------
                                                   1997            1996           Stage
                                              -------------   -------------   -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                           <C>             <C>             <C>
Net Loss ..................................   $        --     $        --     $      (3,181)
Increase (Decrease) in Accounts Payable ...            --              --            (1,114)
                                              -------------   -------------   -------------
  Net Cash Used in operating activities ...            --              --            (4,295)
                                              -------------   -------------   -------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
  Net cash provided by investing activities            --              --              --
                                              -------------   -------------   -------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Capital Stock Issued ........            --              --             4,295
                                              -------------   -------------   -------------
  Net cash provided by financing activities            --              --             4,292
                                              -------------   -------------   -------------

Net (Decrease) Increase in
  Cash and Cash Equivalents ...............            --              --              --
Cash and Cash Equivalents
  at Beginning of Period ..................            --              --              --
                                              -------------   -------------   -------------
Cash and Cash Equivalents
  at End of Period ........................   $        --     $        --     $        --
                                              =============   =============   =============

SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest ................................   $        --     $        --     $        --
  Franchise and income taxes ..............            --              --             1,496

SUPPLEMENTAL DISCLOSURE OF NON-
CASH INVESTING AND FINANCING
ACTIVITIES:
  None
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>



                                 UNION 69, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED OCTOBER 31, 1997 AND 1996
                                   (Unaudited)

NOTE 1 - INTERIM REPORTING

           The accompanying unaudited financial statements have been prepared in
accordance with generally  accepted  accounting  principles and with Form 10-QSB
requirements.  Accordingly,  they  do not  include  all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management,  all adjustments considered
necessary for a fair presentation have been included.  Operating results for the
three month period ended October 31, 1997, are not necessarily indicative of the
results that may be expected for the year ended July 31, 1998.

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           This summary of  accounting  policies for Union 69, LTD. is presented
to assist in understanding the Company's  financial  statements.  The accounting
policies  conform to  generally  accepted  accounting  principles  and have been
consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

           The Company was incorporated  under the laws of the State of Delaware
on July 24, 1984. The Company ceased all operating  activities during the period
from July 31,  1987 to March 23 1996 and was  considered  dormant.  On March 24,
1996,  the  company  issued  700  shares  of  Preferred  Stock  (Convertible  to
21,000,000 shares Common).  On April 2, 1996, the Company obtained a Certificate
of renewal from the State of Delaware.  Since March 24, 1996,  the Company is in
the development stage, and has not commenced planned principal operations.

Nature of Business

           The  Company  intends  to  acquire   interests  in  various  business
opportunities,  which in the opinion of management  will provide a profit to the
Company.

Cash and Cash Equivalents

           For purposes of the  statement of cash flows,  the Company  considers
all highly liquid debt instruments  purchased with a maturity of three months or
less to be cash  equivalents  to the  extent  the funds  are not being  held for
investment purposes.



                                        6

<PAGE>



Pervasiveness of Estimates

           The preparation of financial  statements in conformity with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

NOTE 3 - CONVERTIBLE PREFERRED STOCK

           The convertible  preferred stock is convertible  into common stock at
the option of the  shareholder  at any time after  issuance  of the  convertible
preferred  shares.  The conversion  ratio is one share of convertible  preferred
stock for 30,000 shares of common stock.

           The holders of convertible  preferred stock shall be entitled to vote
on all  matters  at the ratio of one vote per share of common  stock  that it is
convertible into as if the shares had been converted.

           In the event of any voluntary or  involuntary  liquidations  (whether
complete or partial), dissolution, or winding up of the corporation, the holders
of the  convertible  preferred  stock  shall be entitled to be paid an amount in
cash equal to the net book value of the  corporation on the date of liquidation,
plus all unpaid dividends,  whether or not previously declared,  accrued thereon
to the date of final distribution.

NOTE 4 - INCOME TAXES

           As of  October  31,  1997,  the  Company  had a  net  operating  loss
carryforward  for income tax  reporting  purposes of  approximately  $2,900,000.
Current tax laws limit the amount of loss  available to be offset against future
taxable income when a substantial  change in ownership  occurs.  Therefore,  the
amount available to offset future taxable income may be limited.

NOTE 5 - DEVELOPMENT STAGE COMPANY

           The Company has not begun principal  operations and as is common with
a development  stage  company,  the Company has had recurring  losses during its
development stage.

NOTE 6 - COMMITMENTS

           As of  October  31,  1997 all  activities  of the  Company  have been
conducted by  corporate  officers  from either their homes or business  offices.
Currently,  there are no  outstanding  debts owed by the  company for the use of
these facilities and there are no commitments for future use of the facilities.




                                        7

<PAGE>



NOTE 7 - STOCK SPLIT

           On May 13, 1997 the Board of  Directors  authorized  200 to 1 reverse
stock split of the Company's  $.001 par value common  stock.  As a result of the
split,  17,441,686  shares were  canceled,  and additional  paid-in  capital was
increased by $17,441. All references in the accompanying financial statements to
the number of common shares and  per-share  amounts for 1997 and prior have been
restated to reflect the reverse stock split.

Item 2.  Management's Discussion and Analysis or Plan of Operation.

General  - This  discussion  should  be read in  conjunction  with  Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Company's annual report for the year ended July 31, 1997.

Results of Operations - The Company was incorporated under the laws of the State
of Delaware on July 24, 1984. The Company ceased all operating activities during
the period from July 31, 1987 to March 23 1996 and was  considered  dormant.  On
March 24, 1996, the company issued 700 shares of Preferred Stock (Convertible to
21,000,000 shares Common).  On April 2, 1996, the Company obtained a Certificate
of renewal from the State of Delaware.  Since March 24, 1996,  the Company is in
the development stage, and has not commenced planned principal operations.

Liquidity and Capital Resources

           The Company requires working capital  principally to fund its current
operations.  There are no formal commitments from banks or other lending sources
for lines of credit or similar  short-term  borrowing,  but the Company has been
able to borrow any additional working capital that has been required.  From time
to time in the past,  required  short-term  borrowing  have been obtained from a
principal shareholder or other related entities.

           The Company will be required to generate cash and other liquid assets
with  proceeds  from  borrowing,  the sale of  additional  securities,  or other
sources.  There can be no assurance  that any such required  additional  funding
will be available or, if available,  that it can be obtained on terms  favorable
to the Company.










                                        8

<PAGE>



                           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

           The Company did not file a report on Form 8-K during the three months
ended October 31, 1997.


                                        9

<PAGE>


                                   SIGNATURES



           In  accordance  with  the  requirements  of  the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.



                                 UNION 69, LTD.
                                  (Registrant)





DATE:   June 11, 1999        By:  /s/
                                  Michael Johnson, President
                                 (Principal Financial and
                                  Accounting Officer)


                                       10