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                       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 June 30, 2000

OR

    [ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                         For the transition period from
                                       To

                         Commission file number 0-30341

                              MODEL CAPITAL, CORP.
             (Exact name of registrant as specified in its charter)

              Delaware                                      13-4078906
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)

                   39 Broadway, Suite 2250, New York, NY 10006
               (Address of principal executive offices (zip code))

                                  212/425-8200
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 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     X        No
                                 -----          -----

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

                  Class                         Outstanding at June 30, 2000

     Common Stock, par value $0.0001                       5,000,000



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ITEM 1. FINANCIAL STATEMENTS

                              MODEL CAPITAL, CORP.

                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                       FOR THE PERIOD ENDED JUNE 30, 2000



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                              MODEL CAPITAL, CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                       FOR THE PERIOD ENDED JUNE 30, 2000


                                    CONTENTS


                                                                            PAGE
                                                                            ----

Accountants' Review Report                                                   1.

Financial Statements:

                  Balance Sheet                                              2.

                  Statement of Income and Accumulated Deficit                3.

                  Statement of Changes in Stockholders' Equity               4.

                  Statement of Cash Flows                                    5.

                  Notes to Financial Statements                              6.



                            Cohen & Kameny CPA's PLLC

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                            COHEN & KAMENY CPA'S PLLC
                       3530 HENRY HUDSON PARKWAY, SUITE B
                               RIVERDALE, NY 10463
                        (718) 548-7200 FAX (718) 796-0184


ELI COHEN, CPA
DAVID KAMENY, CPA

-------------------


                           ACCOUNTANTS' REVIEW REPORT


TO THE BOARD OF DIRECTORS
MODEL CAPITAL, CORP.


We have reviewed the accompanying balance sheet of Model Capital, Corp. (a
Delaware corporation) as of June 30, 2000 and the related statements of
operations and accumulated deficit, stockholders' equity and cash flows for the
period from inception (September 8, 1999) to June 30, 2000 in accordance with
standards established by the American Institute of Certified Public Accountants.
All information included in these financial statements is the representation of
the management of Model Capital, Corp.

A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.




                                                    COHEN & KAMENY CPA'S PLLC







RIVERDALE, NEW YORK
AUGUST 7, 2000
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                              MODEL CAPITAL, CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               AS OF JUNE 30, 2000


                                     ASSETS


CURRENT ASSETS:

          Cash                                                       $     680.

TOTAL CURRENT ASSETS:                                                      680.
                                                                     ----------

TOTAL ASSETS                                                         $     680.
                                                                     ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:

                                                                     $     --

                                                                     ----------
TOTAL LIABILITIES:                                                         --
                                                                     ----------

STOCKHOLDERS' EQUITY:

          Common stock, $.0001 par value, 10,000,000 shares
             authorized, 5,000,000 issued and outstanding            $     500.
          Additional paid in capital                                       225.
          Accumulated deficit                                              (45.)

                                                                     ----------
TOTAL STOCKHOLDERS' EQUITY:                                                680.
                                                                     ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $     680.
                                                                     ==========


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

                                                                         Page 2.
                            COHEN & KAMENY CPA'S PLLC

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                              MODEL CAPITAL, CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF INCOME AND ACCUMULATED DEFICIT
                 FOR THE PERIOD FROM INCEPTION TO JUNE 30, 2000


NET SALES                                                            $      --


COST OF SALES                                                               --


GROSS PROFIT                                                                --
                                                                     -----------


OPERATING EXPENSES                                                         (45.)


(LOSS) FROM OPERATIONS                                                     (45.)
                                                                     -----------


NET (LOSS)                                                                 (45.)
                                                                     -----------


ACCUMULATED DEFICIT - BEGINNING OF PERIOD                                   --


ACCUMULATED DEFICIT - END OF PERIOD                                  $     (45.)
                                                                     -----------

NET (LOSS) PER SHARE:                                                $(0.000009)
                                                                     -----------


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

                                                                         Page 3.
                            COHEN & KAMENY CPA'S PLLC

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                              MODEL CAPITAL, CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE PERIOD FROM INCEPTION TO JUNE 30, 2000





                                                        Additional
                                               Common     Paid-in    Accumulated
                                                Stock     Capital      Deficit
                                               ---------------------------------

Balances at inception - September 8, 1999        --         --           --

Common stock subscribed                          500.       225.         --

Net (loss)                                       --         --          (45.)

                                               ---------------------------------
Balances at June 30, 2000                        500.       225.        (45.)
                                               =================================



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

                                                                         Page 4.
                            COHEN & KAMENY CPA'S PLLC

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                              MODEL CAPITAL, CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                 FOR THE PERIOD FROM INCEPTION TO JUNE 30, 2000






CASH FLOWS FROM OPERATING ACTIVITIES:

          Operating expenses                                         $     (45.)

                                                                     -----------
NET CASH (USED) BY OPERATING ACTIVITIES                                    (45.)
                                                                     -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
                                                                            --

                                                                     -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                   --
                                                                     -----------


CASH FLOWS FROM FINANCING ACTIVITIES:

          Common stock issued pursuant to stock
             subscription agreement                                         725.

                                                                     -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                   725.
                                                                     -----------


NET INCREASE IN CASH & CASH EQUIVALENTS                              $      680.

          Cash  - at beginning of period                                    --
                                                                     -----------

CASH & CASH EQUIVALENTS - AT END OF PERIOD                           $      680.
                                                                     ===========




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

                                                                         Page 5.
                            COHEN & KAMENY CPA'S PLLC

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                              MODEL CAPITAL, CORP.
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE PERIOD FROM INCEPTION TO JUNE 30, 2000


NOTE 1 - DESCRIPTION OF THE COMPANY'S BUSINESS:

         Model Capital, Corp. (the Company) was incorporated on September 8,
         1999 in the state of Delaware. The Company was formed in order to seek
         business opportunities and is currently a "shell" with no business
         operations. As of the date of these financial statements all of the
         Company's operations have been organizational in nature and as a result
         it must be considered in its developmental stage.

         The Company's current business plan is to seek out business
         opportunities and to pursue other related activities intended to
         enhance shareholder value. The Company will be seeking opportunities,
         which will probably be in the form of a merger with a foreign or
         domestic private issuer that wishes to become a reporting issuer.
         However, the Company will explore opportunities, which may take the
         form of a purchase, exchange of stock, or encompass entities such as a
         corporation, joint venture or partnership. This includes industries
         such as service, finance, natural resources, manufacturing, high
         technology, product development, medical, communications and others.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         The Company's accounting policies are in accordance with generally
         accepted accounting principles. Outlined below are those policies
         considered significant.


    (A)  STATEMENT OF CASH FLOWS:

         For purposes of the statement of cash flows, the company considers all
         highly liquid investments purchased with an original maturity of three
         months or less to be cash equivalents.


NOTE 3  - CAPITAL STOCK:

         As part of the Company's initial organization the Company was
         authorized to issue 10,000,000 shares of it's $ .0001 par value common
         stock. Subsequent to its formation the Company entered into
         subscription agreements authorizing the issuance of 5,000,000 shares of
         it's $ .0001 par value common stock. The subscription agreements were
         completed on March 7, 2000 when the Company received payments for the
         shares.


                                                                         Page 6.

                            COHEN & KAMENY CPA'S PLLC



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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        The Company has registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange
Commission periodic and episodic reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual reports Form 10-KSB. As a
reporting company under the Exchange Act, the Company may register additional
securities on Form S-8 (provided that it is then in compliance with the
reporting requirements of the Exchange Act) and on Form S-3 (provided that is
has during the prior 12 month period timely filed all reports required under the
Exchange Act), and its class of common stock registered under the Exchange Act
may be traded in the United States securities markets provided that the Company
is then in compliance with applicable laws, rules and regulations, including
compliance with its reporting requirements under the Exchange Act. The Company
was formed to engage in a merger with or acquisition of an unidentified foreign
or domestic private company which desires to become a reporting ("public")
company whose securities are qualified for trading in the United States
secondary market. The Company meets the definition of a "blank check" company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended.
Management believes that there are perceived benefits to being a reporting
company with a class of publicly-traded securities which may be attractive to
foreign and domestic private companies. These benefits are commonly thought to
include: (1) the ability to use registered securities to make acquisition of
assets or businesses; (2) increased visibility in the financial community; (3)
the facilitation of borrowing from financial institutions; (4) improved trading
efficiency; (5) shareholder liquidity; (6) greater ease in subsequently raising
capital; (7) compensation of key employees through options for stock for which
there is a public market; (8) enhanced corporate image; and, (9) a presence in
the United States capital market. A private company which may be interested in a
business combination with the Company may include (1) a company for which a
primary purpose of becoming public is the use of its securities for the
acquisition of assets or businesses; (2) a company which is unable to find an
underwriter of its securities or is unable to find an underwriter of securities
on terms acceptable to it; (3) a company which wishes to become public with less
dilution of its common stock than would occur normally upon an underwriting; (4)
a company which believes that it will be able obtain investment capital on more
favorable terms after it has become public; (5) a foreign company which may wish
an initial entry into the United States securities market; (6) a special
situation company, such as a company seeking a public market to satisfy
redemption requirements under a qualified Employee Stock Option Plan; and (7) a
company seeking one or more of the other benefits believed to attach to a public
company. Management is actively engaged in seeking a qualified private company
as a candidate for a business combination. The Company is authorized to enter
into a definitive agreement with a wide variety of private businesses without
limitation as to their industry or revenues. It is not possible at this time to
predict with which private company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company. As of March 31, 2000,
management had not made any final decision concerning or entered into any
agreements for a business combination. See "SUBSEQUENT EVENTS" below. When any
such agreement is reached or other material fact occurs, the Company will file
notice of such

<PAGE>

agreement or fact with the Securities and Exchange Commission on Form 8-K.
Persons reading this Form 10-QSB are advised to see if the Company has
subsequently filed a Form 8-K. The current shareholders of the Company have
agreed not to sell or otherwise transfer any of their common stock of the
Company except in connection with a business combination. The Company does not
intend to trade its securities in the secondary market until completion of a
business combination. It is anticipated that immediately following such
occurrence the Company will cause its common stock to be listed or admitted to
quotation on the NASD OTC Bulletin Board or, if it then meets the financial and
other requirements thereof, on the Nasdaq SmallCap Market, National Market
System or a regional or national exchange.

SUBSEQUENT EVENTS

         Not applicable.



                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.

ITEM 2. CHANGES IN SECURITIES

        Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

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

        Not applicable.

ITEM 5. OTHER INFORMATION

        Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits Exhibit 4

        -- Certificate of Incorporation filed as an exhibit to the Company's
        registration statement on Form 10-SB (File No. 0-30341) filed on June
        12, 2000 which is incorporated herein by reference.


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        --   By-Laws filed as an exhibit to the Company's registration statement
             on Form 10-SB (File No. 0-30341) filed on June 12, 2000 which is
             incorporated herein by reference.


        (b) Reports on Form 8-K

        There were no reports on Form 8-K filed by the Company during the
quarter ended June 30, 2000.


                                   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.

                                               MODEL CAPITAL, CORP.

                                               By: /s/ MARK ELENOWITZ
                                                   ------------------
                                                       Mark Elenowitz, CEO

Dated: August 11, 2000