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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB



               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For the Quarter Ended March 31, 2000                 Commission File No. 0-27779


                         MNS EAGLE EQUITY GROUP II, INC.
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                  NEVADA                                       84-1517717
       ------------------------------                   -----------------------
      (State or other jurisdiction of                  (I.R.S. Empl. Ident. No.)
      incorporation or organization)


          12373 E. Cornell Avenue
             Aurora, Colorado                                    80014
  --------------------------------------                        --------
 (Address of Principal Executive Offices)                      (Zip Code)


                                 (303) 337-3384
               --------------------------------------------------
              (Registrant's Telephone Number, including Area Code)


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 such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
at least the past 90 days.

                             Yes    X      No
                                  -----       -----

The number of shares outstanding of each of the Registrant's classes of common
equity, as of March 31, 2000 are as follows:


    Class of Securities                                    Shares Outstanding
-----------------------------                              ------------------
Common Stock, $.001 par value                                    682,500


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                                TABLE OF CONTENTS

                                                                        Page of
                                                                         Report
                                                                         ------

            PART I.        FINANCIAL INFORMATION


Item 1.     Financial Statements.

            Balance Sheets:

            As of March 31, 2000 (Unaudited) and December 31, 2000 .....      3

            Statements of Operations (Unaudited):

            For the three months ended March 31, 2000
              and 1999 and for the period February 28, 1997
             (inception) through March 31, 2000 ........................      4

            Statements of Cash Flows (Unaudited):

            For the three months ended March 31, 2000
              and 1999 and for the period February 28, 1997
              (inception)  through  March 31,  2000.....................      5

            Notes to Financial Statements (Unaudited) ..................      6

Item 2.     Management's Discussion and Analysis or Plan of Operation ..      7


            PART II.       OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K ...........................     10

            Signatures..................................................     10


                                       2

<PAGE>

                         MNS EAGLE EQUITY GROUP II, INC.
                          (A Development Stage Company)
                                 Balance Sheets


                                     ASSETS

                                                        March 31,   December 31,
                                                           2000         1999
                                                        ---------   -----------
                                                       (Unaudited)

Total Assets                                            $    --       $    --
                                                        =========     =========


                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable                                     $     529     $     529
   Due to officers/stockholders                             1,041           564
                                                        ---------     ---------
                                                            1,570         1,093
                                                        ---------     ---------

Stockholders' deficit:
   Preferred stock; $.001 par value; authorized -
      5,000,000 shares; issued - none                        --             --
   Common stock; $.001 par value; authorized -
      50,000,000 shares; issued and outstanding -
      682,500 shares                                          682           682
   Additional paid-in capital                                 368           368
   Deficit accumulated during the development stage        (2,620)       (2,143)
                                                        ---------      --------
        Total stockholders' deficit                        (1,570)       (1,093)
                                                        ---------      --------

                                                        $    --        $    --
                                                        =========      ========

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

                                       3



<PAGE>
<TABLE>
<CAPTION>
                                           MNS EAGLE EQUITY GROUP II, INC.
                                            (A Development Stage Company)
                                         Statements of Operations (Unaudited)


                                                              Three                 Three            Feb. 28, 1997
                                                           Months Ended          Months Ended       (inception) to
                                                            March 31,              March 31,            March 31,
                                                              2000                  1999                  2000
                                                            ---------             ---------             ---------

Costs and expenses:
<S>                                                         <C>                   <C>                   <C>
   Amortization                                             $    --               $     282             $     445
   General and administrative, related party                      477                   180                 2,175
                                                            ---------             ---------             ---------

Net loss                                                    $    (477)            $    (462)            $  (2,620)
                                                            =========             =========             =========

Loss per common share                                       $   (.001)            $   (.001)
                                                            =========             =========

Weighted average shares outstanding                           682,500               682,500
                                                            =========             =========

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

                                                          4

<PAGE>


                                          MNS EAGLE EQUITY GROUP II, INC.
                                           (A Development Stage Company)
                                       Statements of Cash Flows (Unaudited)


                                                                   Three           Three      Feb. 28, 1997,
                                                               Months Ended    Months Ended   (inception) to
                                                                 March 31,       March 31,       March 31,
                                                                   2000            1999            2000
                                                               ------------    -----------    --------------

Cash flows from operating activities:
   Net loss                                                      $  (477)       $  (462)         $(2,620)
   Adjustments to reconcile net loss to net
      cash provided by operating activities:
      Amortization                                                  --              282              445
      Changes in assets and liabilities:
       Increase (decrease) in accounts payable                      --                4              529
       Increase (decrease) in amounts due
         to officers/stockholders                                    477           --              1,041
                                                                 -------        -------          -------
       Net cash used in operating activities                        --             (176)            (605)
                                                                 -------        -------          -------

Cash flows from investing activities:
   Organization costs                                               --             --               (100)
                                                                 -------        -------          -------
       Net cash used in investing activities                        --             --               (100)
                                                                 -------        -------          -------

Cash flows from financing activities:
   Proceeds from sale of common stock                               --             --                803
   Deferred offering costs                                          --             --                (98)
                                                                 -------        -------          -------
       Net cash provided by financing activities                    --             --                705
                                                                 -------        -------          -------

Net increase (decrease) in cash                                     --             (176)            --
Cash at beginning of year                                           --              176             --
                                                                 -------        -------          -------

Cash at end of period                                            $  --          $  --            $  --
                                                                 =======        =======          =======



Supplemental disclosure of noncash
   investing and financing activities:
   Common stock issued for organizational costs                  $  --          $  --            $   345
                                                                 =======        =======          =======

   Common stock issued for deferred offering costs               $  --          $  --            $    77
                                                                 =======        =======          =======


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

                                                        5
</TABLE>



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                         MNS EAGLE EQUITY GROUP II, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)


Note 1 - Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the interim periods have been made and are of recurring nature unless otherwise
disclosed herein. The results of operations for such interim periods are not
necessarily indicative of operations for a full year.

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                           FORWARD-LOOKING STATEMENTS

     This report contains certain forward-looking statements and information
relating to MNS Eagle Equity Group II, Inc. ("MNS" or "Company") that are based
on the beliefs of its management as well as assumptions made by and information
currently available to its management. When used in this report, the words
"anticipate", "believe", "estimate", "expect", "intend", "plan" and similar
expressions, as they relate to MNS or its management, are intended to identify
forward-looking statements. These statements reflect management's current view
of MNS concerning future events and are subject to certain risks, uncertainties
and assumptions, including among many others: a general economic downturn; a
downturn in the securities markets; a general lack of interest for any reason in
going public by means of transactions involving public blank check companies;
federal or state laws or regulations having an adverse effect on blank check
companies, Securities and Exchange Commission regulations which affect trading
in the securities of "penny stocks," and other risks and uncertainties. Should
any of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this report as anticipated, estimated or expected. Readers should
realize that MNS is in the development stage, with only very limited assets, and
that for MNS to succeed requires that it either originate a successful business
(for which it lacks the funds) or acquire a successful business. MNS's
realization of its business aims as stated herein will depend in the near future
principally on the successful completion of its acquisition of a business, as
discussed below.

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

     BACKGROUND. MNS, a Nevada corporation, was incorporated on February 28,
1997. MNS issued 725,000 shares of common stock to MNS Eagle Equity Group, Inc.
("MNS Parent") for cash, organization costs and deferred offering costs. MNS is
in the development stage with no significant assets or liabilities and has been
essentially inactive, except for organizational activities and the private
placement offering described below.

     MNS Parent offered for sale, at the price of US$1.00 per unit, a total of
100,000 Units. Each Unit consisted of a share of common stock in six different
corporations for a total of six (6) shares of stock, including one share of
common stock, $.001 par value per share, of MNS Eagle Equity Group, Inc., the
former parent, and one share of common stock, $.001 par value per share, of each
of the following corporations organized in the State of Nevada and which were at
that time wholly owned subsidiaries of MNS Parent, namely: MNS Eagle Equity
Group I, Inc., MNS Eagle Equity Group II, Inc., MNS Eagle Equity Group III,
Inc., MNS Eagle Equity Group IV, Inc. and MNS Eagle Equity Group V, Inc. No
minimum number of Units had to be sold.

     On October 31, 1997, MNS Parent closed the private placement offering. A
total of 7,500 units were sold for $7,500. The proceeds were allocated by MNS
Parent as follows: $5,000 to the parent and $500 to each of the wholly owned
subsidiaries.

PLAN of OPERATION

     MNS is a blank check company whose plan of operation over the next twelve
months is to seek and, if possible, acquire an operating business or valuable
assets by entering into a business combination. MNS will not be restricted in
its search for business combination candidates to any particular geographical
area, industry or industry segment, and may enter into a combination with a
private business engaged in any line of business, including service, finance,

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mining, manufacturing, real estate, oil and gas, distribution, transportation,
medical, communications, high technology, biotechnology or any other.
Management's discretion is, as a practical matter, unlimited in the selection of
a combination candidate. Management of MNS will seek combination candidates in
the United States and other countries, as available time and resources permit,
through existing associations and by word of mouth. This plan of operation has
been adopted in order to attempt to create value for MNS's shareholders. For
further information on MNS's plan of operation and business, please consult
MNS's 10KSB available on the EDGAR system of the U.S. Securities and Exchange
Commission.

     MNS does not intend to do any product research or development. MNS does not
expect to buy or sell any real estate, plant or equipment except as such a
purchase might occur by way of a business combination that is structured as an
asset purchase, and no such asset purchase currently is anticipated. Similarly,
MNS does not expect to add additional employees or any full-time employees
except as a result of completing a business combination, and any such employees
likely will be persons already then employed by the company acquired.

     COMPETITION. MNS will be in direct competition with many entities in its
efforts to locate suitable business opportunities. Included in the competition
will be business development companies, venture capital partnerships and
corporations, small business investment companies, venture capital affiliates of
industrial and financial companies, broker-dealers and investment bankers,
management and management consultant firms and private individual investors.
Most of these entities will possess greater financial resources and will be able
to assume greater risks than those which MNS, with its limited capital, could
consider. Many of these competing entities will also possess significantly
greater experience and contacts than MNS's Management. Moreover, MNS also will
be competing with numerous other blank check companies for such opportunities.

     EMPLOYEES. MNS has no full-time employees, and its only employees currently
are its officers. It is not expected that MNS will have additional full-time or
other employees except as a result of completing a combination.

RESULTS OF OPERATIONS

     FIRST QUARTER 2000 - During the first fiscal quarter ended March 31, 2000,
MNS incurred a net loss of $477. Expenses in the quarter related primarily to
miscellaneous filing fees and accounting costs. The Company paid no rent or
salaries and had no operations.

     FIRST QUARTER 1999 - During the first fiscal quarter ended March 31, 1999,
MNS incurred a net loss of $462. Expenses in the quarter related primarily to
miscellaneous filing fees. The Company paid no rent or salaries and had no
operations during the quarter.

LIQUIDITY and CAPITAL RESOURCES

     MNS had $-0- cash on hand at the end of the quarter and had no other assets
to meet ongoing expenses or debts that may accumulate. Since inception, MNS has
accumulated a deficit (net loss) of $2620.

     MNS has no commitment for any capital expenditure and foresees none.
However, MNS will incur routine fees and expenses incident to its reporting

                                       8

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duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition. MNS's
cash requirements for the next twelve months are relatively modest, principally
accounting expenses and other expenses relating to making filings required under
the Securities Exchange Act of 1934 (the "Exchange Act"), which should not
exceed $5,000 in the fiscal year ending December 31, 2000. Any travel, lodging
or other expenses which may arise related to finding, investigating and
attempting to complete a combination with one or more potential acquisitions
could also amount to thousands of dollars.

     MNS's current management and its counsel have informally agreed to continue
rendering services to MNS and to not demand payment of sums owed unless and
until MNS completes an acquisition. The terms of any such payment will have to
be negotiated with the principals of any business acquired. The existence and
amounts of MNS debt may make it more difficult to complete, or prevent
completion of, a desirable acquisition. In addition, offices are provided to MNS
without charge.

     MNS will only be able to pay its future debts and meet operating expenses
by raising additional funds, acquiring a profitable company or otherwise
generating positive cash flow. As a practical matter, MNS is unlikely to
generate positive cash flow by any means other than acquiring a company with
such cash flow. MNS believes that management members or shareholders will loan
funds to MNS as needed for operations prior to completion of an acquisition.
Management and the shareholders are not obligated to provide funds to MNS,
however, and it is not certain they will always want or be financially able to
do so. MNS shareholders and management members who advance money to MNS to cover
operating expenses will expect to be reimbursed, either by MNS or by the company
acquired, prior to or at the time of completing a combination. MNS has no
intention of borrowing money to reimburse or pay salaries to any MNS officer,
director or shareholder or their affiliates. There currently are no plans to
sell additional securities of MNS to raise capital, although sales of securities
may be necessary to obtain needed funds. MNS's current management and its
counsel have agreed to continue their services to MNS and to accrue sums owed
them for services and expenses and expect payment reimbursement only.

     Should existing management or shareholders refuse to advance needed funds,
however, MNS would be forced to turn to outside parties to either loan money to
MNS or buy MNS securities. There is no assurance whatever that MNS will be able
at need to raise necessary funds from outside sources. Such a lack of funds
could result in severe consequences to MNS, including among others:

     (1)  failure to make timely filings with the SEC as required by the
          Exchange Act, which also probably would result in suspension of
          trading or quotation in MNS's stock and could result in fines and
          penalties to MNS under the Exchange Act;

     (2)  curtailing or eliminating MNS's ability to locate and perform suitable
          investigations of potential acquisitions; or

     (3)  inability to complete a desirable acquisition due to lack of funds to
          pay legal and accounting fees and acquisition-related expenses.

     MNS hopes to require potential candidate companies to deposit funds with
MNS that it can use to defray professional fees and travel, lodging and other
due diligence expenses incurred by MNS's management related to finding and
investigating a candidate company and negotiating and consummating a business

                                        9

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combination. There is no assurance that any potential candidate will agree to
make such a deposit.

YEAR 2000 ISSUES

     MNS has not suffered any Y2K related problems and does not anticipate that
it will suffer any losses as a result of Y2K problems. However, if general
economic problems resulting from Y2K issues were to be severe and prolonged,
demand for blank check companies such as MNS could be reduced or eliminated for
an unknown period of time. Because MNS regularly backs up its records and
documents maintained on computer, any computer failure should not directly cause
MNS more than a modest inconvenience at worst.

Item 6.      Exhibits and Reports on Form 8-K.

             (a)      EXHIBITS.  Exhibit 27 - Financial Data Schedule.

             (b)      REPORTS ON FORM 8-K.  None


                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant
caused this Report on Form 10-QSB to be signed on its behalf by the undersigned,
thereunto duly authorized.


DATED:  May 8, 2000

                                        MNS EAGLE EQUITY GROUP II, INC.


                                             /s/ Stephen M. Siedow
                                        By......................................
                                             Stephen M. Siedow, Chief Executive
                                             Officer and Chief Financial Officer

                                       10