[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, 1998
                                            -----------------------------------

       [  ]   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,
                                                       -----------    -----------
                                                           1998           1998
                                                       -----------    -----------
<S>                                                    <C>            <C>
ASSETS .............................................   $      --      $      --
                                                       ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts Payable .................................   $       627    $       627
                                                       -----------    -----------

          Total Liabilities ........................           627            627
                                                       -----------    -----------

Stockholders' Equity
Preferred stock (par value $.001), 5,000,000
  shares authorized, 657 shares issued at
  October 31, 1998 and July 31, 1998 ...............             1              1
Common stock (par value $.001), 50,000,000
  shares authorized, 1,377,647 shares issued
  and outstanding October 31, 1998 and
  July 31, 1998 ....................................         1,378          1,378
Capital in excess of par value .....................     2,935,436      2,935,436
Retained deficit ...................................    (2,933,986)    (2,933,986)
Deficit accumulated during development stage .......        (3,456)        (3,456)
                                                       -----------    -----------

          Total Stockholders' Equity ...............          (627)          (627)
                                                       -----------    -----------

          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
                                 -----------------------------
                                     1998            1997            Stage
                                 -------------   -------------   -------------
Revenues .....................   $        --     $        --     $        --
                                 -------------   -------------   -------------

Expenses .....................            --              --             3,456
                                 -------------   -------------   -------------

       Net Loss ..............   $        --     $        --     $      (3,456)
                                 =============   =============   =============


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
                                              ----------------------------------
                                                  1998                 1997                 Stage
                                              -------------        -------------        -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                           <C>                  <C>                  <C>
Net Loss ..................................   $        --          $        --          $      (3,456)
Increase (Decrease) in Accounts Payable ...            --                   --                   (839)
                                              -------------        -------------        -------------
  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, 1998
                                   (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, 1998, are not necessarily indicative of the
results that may be expected for the year ended July 31, 1999.


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 on Form 10-KSB for the year ended July 31, 1998.

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.


                                        6

<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, 1998.


                                        7

<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)


                                        8