UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission File No. 33-55254-12


                                XEBEC GALLEON, INC.
             (Exact name of Registrant as specified in its charter)


           NEVADA                                     87-0438447
(State or other jurisdiction of                    (I.R.S. Employer
inGALLEON, INC. or organization)                  Identification Number)

1800 EAST SAHARA, SUITE 107
LAS VEGAS, NEVADA                                       84104
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (801) 485-7775


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 such  filing
requirements for the past 90 days. [X] Yes [ ] No

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

              Class                          Outstanding as of October, 1996
------------------------------------         -------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                 1,200,000 SHARES


<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

BASIS OF REPRESENTATION

General

         The accompanying  unaudited financial  statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information  and footnotes  necessary for a complete  presentation  of financial
position,  results  of  operations,  cash  flows  and  stockholders'  equity  in
conformity  with generally  accepted  accounting  principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results of  operations  and  financial  position have been included and all such
adjustments are of a normal recurring nature.  Operating results for the quarter
ended September 30, 1996, are not necessarily indicative of the results that can
be expected for the year ending December 31, 1996.


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

         Current  assets at  September  30, 1996 were $60,000 as compared to net
current  assets at September 30, 1995 of $0.00.  The increase in current  assets
was due to an increase in cash of $60,000 from the sale of 100,000 shares of the
Company's common stock at $.50 per share.

         The Company has not received any income nor incurred any expenses as of
the quarter ended September 30, 1996, and has limited operational history. Since
the  acquisition  of the cash,  the  Company has  entered  into the  business of
marketing and promoting Internet products and services for sponsoring companies.
Management  believes  that it  can attract  sponsors and  individuals to perform
needed services for  the company  on a  "contract basis" and  therefore will not
need any employees  in the  immediate future.  The Company has not concluded any
transactions, entered  into  any  agreements, letters  of  intent,  or any other
arrangements  with  respect to  any change in  control or status of the Company.
All  risks  inherent in new  and  inexperienced  enterprises are inherent in the
Company's  business.  The  Company has  not  made a formal study of the economic
potential of this venture.

         The Company  will  continue to expand  through  its  proposed  business
operations  and  through  acquisitions  and  will be  extremely  limited  in its
attempts to locate potential business situations for investigation. However, the
Company's  officers,  directors and major  shareholder  believe that the present
amount of capital contributed recently is sufficient to enable it to satisfy its
reporting and other obligations as a public company for the foreseeable  future.
The Company plans to continue on a limited basis,  the process of  investigating
possible  merger and  acquisition  candidates,  and believes  that the Company's
status as a  publicly-held corporation  will  enhance its ability to locate such
potential business ventures.

         Management anticipates that due to the limited amount of its resources,
the Company may be restricted to  participation  in only one potential  business
venture.  This lack of  diversification  should be considered a substantial risk
because it will not  permit the  Company  to offset  potential  losses  from one
venture against gains from another.


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<TABLE>
<CAPTION>


                                                          XEBEC GALLEON, INC.
                                                    (A Development Stage Company)
                                                            BALANCE SHEETS

                                                                       9/30/96               12/31/95
                                                                      Unaudited               Audited
                                                                     -----------            -----------
<S>                                                                  <C>                    <C>

          ASSETS

CURRENT ASSETS
        Cash in bank                                                 $    60,000            $     - 0 -
                                                                     -----------            -----------

                    TOTAL CURRENT ASSETS                                  60,000                  - 0 -
                                                                     -----------            -----------

                                                                     $    60,000            $     - 0 -
                                                                     ===========            ===========



          LIABILITIES & EQUITY

CURRENT LIABILITIES
        Accounts payable                                             $     - 0 -            $     - 0 -
                                                                     -----------            -----------

                    TOTAL CURRENT LIABILITIES                              - 0 -                  - 0 -

STOCKHOLDERS' EQUITY Common Stock $.001 par value:
         Authorized - 100,000,000 shares
         Issued and outstanding
         1,200,000 shares (1,000,000 in 1995)                              1,200                  1,000
        Additional paid-in capital                                        60,800                  1,000
        Deficit accumulated during
         the development stage                                            (2,000)                (2,000)
                                                                     -----------            -----------

                    TOTAL STOCKHOLDERS' EQUITY                            60,000                  - 0 -
                                                                     -----------            -----------

                                                                     $    60,000            $     - 0 -
                                                                     ===========            ===========





</TABLE>
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<TABLE>
<CAPTION>



                                                         XEBEC GALLEON, INC.
                                                    (A Development Stage Company)
                                                      STATEMENTS OF OPERATIONS


                                                                                                               4/28/86
                                               For the three months              For the nine months           (Date of
                                                  ended Sept 30,                    ended Sept 30,          inception) to
                                              1996             1995            1996             1995           9/30/96
                                            Unaudited        Unaudited       Unaudited        Unaudited       Unaudited
                                           ------------    ------------    -------------    ------------    ------------
<S>                                       <C>              <C>             <C>              <C>             <C>

Net sales                                  $      - 0 -    $      - 0 -    $       - 0 -    $      - 0 -    $      - 0 -
Cost of sales                                     - 0 -           - 0 -            - 0 -           - 0 -           - 0 -
                                           ------------    ------------    -------------    ------------    ------------

                 GROSS PROFIT (LOSS)              - 0 -           - 0 -            - 0 -           - 0 -           - 0 -

General and
  administrative expenses                         - 0 -           - 0 -            - 0 -           - 0 -           2,000
                                           ------------    ------------    -------------    ------------    ------------



                 NET INCOME (LOSS)         $      - 0 -    $      - 0 -    $       - 0 -    $      - 0 -    $     (2,000)
                                           ============   =============    =============    ============    ============
Net income (loss) per weighted
 average common shares                     $        .00    $        .00    $         .00    $        .00
                                           ============   =============    =============    ============

Weighted average number of
 common shares used to compute
 net income (loss)                            1,200,000       1,000,000        1,200,000       1,000,000
                                           ============    ============    =============    ============


</TABLE>




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<TABLE>
<CAPTION>



                                                         XEBEC GALLEON, INC.
                                                    (A Development Stage Company)
                                            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



                                                    Common Stock               Additional
                                                   Par Value $.001              Paid-in         Retained
                                                 Shares         Amount          Capital          Deficit
                                               ----------     ----------      -----------      -----------
<S>                                            <C>            <C>             <C>              <C>
Balances at 4/28/86
 (Date of inception)                               - 0 -      $   - 0 -       $    - 0 -       $     - 0 -
  Issuance of common stock (restricted)
   at $.002 per share at 4/28/86               1,000,000          1,000            1,000
  Net loss for period                                                                               (1,950)
                                               ---------      ---------       ----------       -----------

Balances at 12/31/86                           1,000,000          1,000            1,000            (1,950)
  Net loss for year                                                                                    (10)
                                               ---------      ---------       ----------       -----------

Balances at 12/31/87                           1,000,000          1,000            1,000            (1,960)
  Net loss for year                                                                                    (10)
                                               ---------      ---------       ----------       -----------

Balances at 12/31/88                           1,000,000          1,000            1,000            (1,970)
  Net loss for year                                                                                    (10)
                                               ---------      ---------       ----------       -----------

Balances at 12/31/89                           1,000,000          1,000            1,000            (1,980)
  Net loss for year                                                                                    (10)
                                               ---------      ---------       ----------       ----------- 

Balances at 12/31/90                           1,000,000          1,000            1,000            (1,990)
  Net loss for year                                                                                    (10)
                                               ---------      ---------       ----------       -----------

Balances at 12/31/91                           1,000,000          1,000            1,000            (2,000)
  Net loss for year                                                                                  - 0 -
                                               ---------      ---------       ----------       -----------

Balances at 12/31/92                           1,000,000          1,000            1,000            (2,000)
  Net loss for year                                                                                  - 0 -
                                               ---------      ---------       ----------       -----------

Balances at 12/31/93                           1,000,000          1,000            1,000            (2,000)
  Net loss for year                                                                                  - 0 -
                                               ---------      ---------       ----------       -----------

Balances at 12/31/94                           1,000,000          1,000            1,000            (2,000)
  Net loss for year                                                                                  - 0 -
                                               ---------      ---------       ----------       -----------

Balances at 12/31/95                           1,000,000          1,000            - 0 -            (2,000)
  Stock sold                                     200,000            200           59,800           
  Net loss for period                                                                                - 0 -
                                               ---------      ---------       ----------       -----------

Balances at 9/30/96                            1,200,000      $   1,200       $   60,800       $    (2,000)
                                               =========      =========       ==========       ===========


</TABLE>




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<TABLE>
<CAPTION>


                                                         XEBEC GALLEON, INC.
                                                    (A Development Stage Company)
                                                      STATEMENTS OF CASH FLOWS



                                                                                                               4/28/86
                                                                     For the nine months                       (Date of
                                                                       ended Sept 30,                       inception) to
                                                               1996                     1995                   9/30/96
                                                             Unaudited                Unaudited               Unaudited
                                                           -------------            -------------           -------------
<S>                                                        <C>                     <C>                      <C>
OPERATING ACTIVITIES
        Net income (loss)                                  $       - 0 -            $       - 0 -           $      (2,000)
        Adjustments to reconcile
         net income (loss) to cash
         used by operating activities:
         Amortization                                              - 0 -                    - 0 -                      50
                                                           -------------            -------------           -------------

                    NET CASH PROVIDED (USED)
                    BY OPERATING ACTIVITIES                        - 0 -                    - 0 -                  (1,950)

INVESTING ACTIVITIES
Organization Costs                                                 - 0 -                    - 0 -                     (50)
                                                           -------------            -------------           -------------

                    NET CASH USED BY
                    INVESTING ACTIVITIES                           - 0 -                    - 0 -                     (50)

FINANCING ACTIVITIES
        Proceeds from sale of
         common stock                                             60,000                    - 0 -                  62,000
                                                           -------------            -------------           -------------

                    NET CASH PROVIDED BY
                    FINANCING ACTIVITIES                          60,000                    - 0 -                  62,000
                                                           -------------            -------------           -------------

                    INCREASE IN CASH
                    AND CASH EQUIVALENTS                          60,000                    - 0 -                  60,000

        Cash and cash equivalents
        at beginning of year                                       - 0 -                    - 0 -                   - 0 -
                                                           -------------            -------------           -------------

                    CASH & CASH EQUIVALENTS
                    AT END OF PERIOD                       $      60,000            $       - 0 -           $      60,000
                                                           =============            =============           =============




</TABLE>

<PAGE>
                                 XEBEC GALLEON, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1996


NOTE 1:              SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
        Accounting Methods
        The Company  recognizes  income and expenses based on the accrual method
        of accounting.

        Dividend Policy:
        The  Company  has  not yet  adopted  any  policy  regarding  payment  of
        dividends.

        Income Taxes:
        The Company  records the income tax effect of  transactions  in the same
        year that the  transactions  enter  into the  determination  of  income,
        regardless of when the transactions are recognized for tax purposes. Tax
        credits are recorded in the year realized. Since the Company has not yet
        realized  income as of the date of this report,  no provision for income
        taxes has been made.

        In February,  1992,  the Financial  Accounting  Standards  Board adopted
        Statement of Financial  Accounting  Standards  No. 109,  Accounting  for
        Income Taxes, which supersedes  substantially all existing authoritative
        literature  for  accounting  for income taxes and requires  deferred tax
        balances  to be  adjusted  to reflect the tax rates in effect when those
        amounts are expected to become payable or  refundable.  The Statement is
        required to be applied in the  Company's  financial  statements  for the
        fiscal  year  commencing  January 1, 1993.  The  Company  has elected to
        recognize the  cumulative  effect of the change in 1993. At December 31,
        1995 a deferred  tax asset has not been  recorded  due to the  Company's
        lack of  operations  to  provide  income to use the net  operating  loss
        carryover of $2,000 which will expire December 31, 2006.

NOTE 2:              DEVELOPMENT STAGE COMPANY
        The  Company  was  incorporated  under  the laws of the State of Utah on
        April 28, 1986, and changed its state of  domicile to Nevada on December
        30, 1993, and has been in the development stage since incorporation

NOTE 3:              CAPITALIZATION
        On the date of  incorporation  the  Company sold 1,000,000 shares of its
        common  stock to Capital  General  Corporation  for  $2,000  cash for an
        average  consideration  of $.002  per  share.  On May 29,  1996,  the
        Company sold 200,000  shares of its common stock for $60,000 cash for an
        average  consideration of $.30 per share. The Company's authorized stock
        includes 100,000,000 shares of common stock at $.001 par value.

NOTE 4:              RELATED PARTY TRANSACTIONS
        The Company  neither owns or leases any real property.  Office  services
        are provided, without charge, by Capital General Corporation. Such costs
        are immaterial to the financial statements,  and, accordingly,  have not
        been  reflected  therein.  The officers and directors of the Company are
        involved in other  business  activities  and may, in the future,  become
        involved  in  other  business  opportunities.  If  a  specific  business
        opportunity  becomes  available,  such  persons  may face a conflict  in
        selecting  between the Company and their other business  interests.  The
        Company  has  not  formulated  a  policy  for  the  resolution  of  such
        conflicts.






<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                               XEBEC GALLEON, INC.




Dated: October 12, 1996    s\Krista Nielson
                          ------------------------------------------------------
                          Krista Nielson, President, CEO and Director




Dated: October 12, 1996    s\David R. Yeaman
                          ------------------------------------------------------
                          David R. Yeaman, Secretary/Treasurer, CFO and Director