SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB


                  Quarterly Report under Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


          For Quarter Ended                   Commission File Number

          October 31, 1999                          2-91824-D


                                  Union 69, Ltd

             (Exact name of registrant as specified in its charter)


                 Delaware                            84-1398190
         (State of incorporation)                 (I.R.S. Employer
                                                 Identification No.)

               Box 8029 CasteJon Drive La Jolla, California 92038

               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: 1-858-456-7176


Indicate by check mark whether the registrant (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  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

Yes  X ;   No


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Class                                      Outstanding at October 31, 1999

Common stock:                                       1,377,647
$0.001 par value




<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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


                                                    (Unaudited)
                                                     October 31,      July 31,
                                                     -----------    -----------
                                                         1999           1999
                                                     -----------    -----------
ASSETS ...........................................   $      --      $      --
                                                     ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts Payable ...............................   $     1,230    $     1,230
  Shareholder Advances ...........................   $     2,827    $     2,827
                                                     -----------    -----------

      Total Liabilities ..........................         4,057          4,057
                                                     -----------    -----------

Stockholders' Equity
Preferred stock (par value $.001), 5,000,000
  shares authorized, 657 shares issued at
  October 31, 1999 and July 31, 1999 .............             1              1
Common stock (par value $.001), 50,000,000
  shares authorized, 1,377,647 shares issued
  and outstanding October 31, 1999 and
  July 31, 1999 ..................................         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 .....        (6,886)        (6,886)
                                                     -----------    -----------

      Total Stockholders' Equity .................        (4,057)        (4,057)
                                                     -----------    -----------

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







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

                                        2

<PAGE>



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




                                                                  Cumulative
                                                                    Since
                                  For the Three Months Ended     Inception of
                                          October 31,             Development
                                 -----------------------------
                                     1999            1998            Stage
                                 -------------   -------------   -------------
Revenues .....................   $        --     $        --     $        --
                                 -------------   -------------   -------------

Expenses .....................            --              --             6,886
                                 -------------   -------------   -------------

       Net Loss ..............   $        --     $        --     $      (6,886)
                                 =============   =============   =============


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
























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

                                        3

<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
                                              ----------------------------------
                                                  1999                 1998                 Stage
                                              -------------        -------------        -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                           <C>                  <C>                  <C>
Net Loss ..................................   $        --          $        --          $      (6,886)
Increase (Decrease) in Accounts Payable ...            --                   --                   (239)
                                              -------------        -------------        -------------
  Net Cash Used in operating activities ...            --                   --                 (7,125)
                                              -------------        -------------        -------------

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

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Shareholder Advances ........            --                   --                  2,827
Proceeds From Capital Stock Issued ........            --                   --                  4,295
                                              -------------        -------------        -------------
  Net cash provided by financing activities            --                   --                  7,125
                                              -------------        -------------        -------------

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 ..............            --                   --                  1,586

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

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

                                        4

<PAGE>
                                 UNION 69, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE THREE MONTHS ENDED OCTOBER 31, 1999
                                   (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, 1999, are not necessarily indicative of the
results that may be expected for the year ended July 31, 2000.

Organization:

     Plaza  Group,   Inc.,   hereinafter   referred  to  as  the  "Company"  was
incorporated  on April 24, 1984 under the laws of the State of Delaware  for the
principal purpose of engaging in any and all types of business or properties.

      General

         On  November  7,  1984  the  United  States   Securities  and  Exchange
         Commission  granted an effective  date to a  registration  statement on
         Form S-18 filed by the Company in the Denver office, as Commission File
         Number  2-91824-D.  The  registration  statement was for an offering of
         800,000 Units at $0.50 per unit.

              The offering filed by the Company was a "Blank Check" offering and
         since the date of  incorporation  the  company  has not  engaged in any
         meaningful business and is considered a development stage company.  The
         company  ceased all  operating  activities  during the period from July
         31,1987 to March 24,1996 and was considered dormant.

     The proposed business activities  described herein may classify the Company
as a "Blank  Check"  company.  Many  states  have  enacted  statutes,  rules and
regulations  limiting the sale of securities of "Blank Check" companies in their
respective  jurisdictions.  In order to comply with these  various  limitations,
management  does not intend to  undertake  any  efforts  to sell any  additional
securities of the Company,  either debt or equity,  or cause a market to develop
in the  Company's  securities  until such time as the Company  has  successfully
implemented its business plan described herein

     On April 2, 1996,  the  Company  obtained a certicate  of renewal  from the
State of  Delaware.  On April 2, 1996 the  Compnay  obtained a  certificate  of
amendent of "Plaza Group, Inc., changing the name from Plaza group, Inc to Union
69, Ltd".

                                       5
<PAGE>

Nature of Business:

     The Company's  purpose is to seek,  investigate and, if such  investigation
warrants,  acquire an  interest  in business  opportunities  presented  to it by
persons  or firms who or which  desire  to seek the  perceived  advantages  of a
corporation which reports under Section 13 and 15 of the Securities Exchange Act
of 1934 (the  "Exchange  Act").  The Company will not restrict its search to any
specific  business;  industry  or  geographical  location  and the  Company  may
participate  in a  business  venture  of  virtually  any  kind or  nature.  This
discussion of the proposed business is purposefully  general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.  Management anticipates that it may
be able to  participate  in only one  potential  business  venture  because  the
Company  has  nominal  assets  and  limited  financial  resources.  This lack of
diversification  should be considered a substantial  risk to shareholders of the
Company because it will not permit the Company to offset  potential  losses from
one venture against gains from another.

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.

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.

Loss per Share:

     The  reconciliations  of the numerators and  denominators of the basic loss
per share computations are as follows:

                                                                       Per-Share
                                                 Income      Shares      Amount
                                              (Numerator) (Denominator)

                                    For the three months ended October 31, 1999
Basic Loss per Share
Loss to common shareholders ................    $  --     1,377,647   $  --
                                                =======   =========   =======

                                    For the three months ended October 31, 1998
Basic Loss per Share
Loss to common shareholders ................    $  --     1,377,647   $  --
                                                =======   =========   =======

     The effect of outstanding  common stock  equivalents would be anti-dilutive
or immaterial for 1999 and 1998 and are thus not considered.

                                       6
<PAGE>

ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

General-  this  discusses  should  be  read  in  conjunction  with  management's
Discussion  and Analysis of Financial  Conditions  and results in the  Company's
annual report on Form 10 KSB for the year ended July 31, 1999.

Results of  Operations--  For quarter ended  October 31, 1999  compared to same
period  in 1998  are not  necessarily  indicative  of the  results  that  may be
expected for the year ended July 31, 1999.

The Company has no current business operations.  The Company had no expenses for
the  three-month  period  ended  October 31,  1999 and 1998.  The Comapny had no
revenues for the three month period ended October 31, 1999 and 1998. The Company
recorded no loss or profit for the three month period ended October 31, 1999 and
1998.  Losses on operations may occur until sufficient revenues can be achieved.

Liquidity and Capital Resources

     The  Company  requires  working  capital  principally  to fund its  current
operating  expenses  for which the Company has relied on  short-term  borrowings
and/or the issuance of restricted common stock.  There are no formal commitments
from banks or other  lending  sources for lines of credit or similar  short-term
borrowings,  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  borrowings have been obtained from a principal  shareholder or other
related entities.

     In order to  complete  any  acquisition,  the  Company  may be  required to
supplement  its  available  cash and other  liquid  assets  with  proceeds  from
borrowings,  the sale of additional securities,  including the private placement
of restricted stock and/or a public offering, or other sources.  There can be no
assurance  that  any such  required  additional  funding  will be  available  or
favorable to the Company.

     Because  management  controls  93.47%  of  voting  rights,  management  may
actively  negotiate or otherwise consent to the purchase of any portion of their
stock as a condition to or in connection  with a proposed merger or acquisition.
Furthermore,  management  could consent or approve any particular  stock buy-out
transaction  without  shareholder  approval.  In the event  that an  appropriate
merger  candidate is located,  the Company may need to pay cash finder's fees or
may issue securities (debt or equity) as a finders's fee. Finder's fees or other
acquisition related compensation may be paid to officers,  directors,  promoters
or  their  affiliates.  Any such  finder's  fee  paid to an  officer,  director,
promoter,  or  affiliate  may  present a  conflict  of  interest  because of the
non-arms length nature of such  transaction.  There are no such  negotiations in
progress or contemplated.

     There  are  no  arrangements  or  understandings   between   non-management
shareholders and management under which non-management shareholders may directly
or  indirectly  participate  in or influence  the  management  of the  Company's
affairs.

     Year 2000 issues- "Year 2000 problems"  result primarily from the inability
of some computer  software to properly store,  recall or use data after December
31, 1999. The Company is engaged  primarily in  organizational  and fund raising
activities  and  accordingly,  does not rely on  information  technology  ("IT")
systems.  Accordingly,  the Company does not believe that it will be  materially
affected by Year 2000  problems.  The Company  relies on non-IT systems that may
suffer from Year 2000 problems including telephone systems,  facsimile and other
office machines.  Moreover,  the Company relies on third parties that may suffer
from Year 2000 problems that could affect the Company's minimal operations;  the
Company  does not believe  that such  non-IT  systems or  third-party  Year 2000
problems  will  affect  the  Company  in a  manner  that  is  different  or more
substantial  than such  problems  affect  other  similarly  situated  companies.
Consequently,  the  Company  does not  currently  intend to conduct a  readiness
assessment  of Year 2000  problems or develop a detained  contingency  plan with
respect to Year 2000 problems that may affect the Company or third parties.

     The foregoing is a "Year 2000 Readiness  Disclosure"  within the meaning of
the Year 2000 Information and Readiness Disclosure Act of 1998.


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     None

Item 2. Changes in Securities

     None

Item 3. Default 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, 1999.





<PAGE>

                                   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 thereunto duly authorized.


                                  Union 69, Ltd



Date:  December 3, 1999

By: /S/ Michael Johnson
    --------------------------
    Michael Johnson, President
   (Principal Financial and
    Accounting Officer)