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


                                   FORM 10-QSB


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

For the Quarter Ended March 31, 1999            Commission File No. 33-67766-A


                        MANATEE-AMERICAN FINANCIAL CORP.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

          Florida                                             65-0422273
State or other jurisdiction                                 (I.R.S. Employer
incorporation or organization                             Identification No.)


                       1825 N.E. 164th Street, Suite No. 1
                       -----------------------------------
                        North Miami Beach, Florida 33162
               (Address of principal executive offices) (Zip Code)


                                 (305) 945-7113
                                 --------------
                         (Registrant's telephone number,
                              including area code)



                                 Not Applicable
                            (Former name and address)

         Check whether the registrant (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  X                     No_____

         As of March 31, 1999:  2,250,000 shares of common stock were
outstanding.



<PAGE>

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.           Financial Statements
-------           --------------------

         Unaudited financial statements for the quarterly period covered by this
Report are attached hereto.

Item 2.           Plan of Operation
-------           -----------------

         Manatee-American Financial Corp. (the "Registrant"), was incorporated
under the laws of the State of Florida on February 24, 1993 and has no operating
history. The Registrant was formed as a blank check company for the purpose of
seeking a business acquisition without regard to any specific industry or
business and has not yet identified any business to be acquired. The Registrant
raised an aggregate of $3,600 through the sale of 45,000 shares of common stock,
$.0001 par value (the "Common Stock") on a "best efforts" basis in its initial
public offering. The public offering expired on February 17, 1995. Of such
amount, 90% (or $3,240) was deposited in an escrow account in accordance with
Rule 419 under the Securities Act of 1933, as amended (the "Act"). The balance,
$360, was retained by the Company for working capital purposes. At the present
time, the Registrant has no other sources of income and does not anticipate the
need for substantial additional funding until after an acquisition, if any, is
consummated. Certain shareholders of the Company have made loans to the Company
for working capital purposes as needed and may continue to do so, although no
assurances can be given.

         The Registrant may seek business opportunities in the form of firms
which are about to or have only recently commenced operations, are developing
new products, inventions or even novel methods of marketing or distribution of
existing products. Target acquisitions may include privately held corporations,
partnerships, sole proprietorships and possibly proposed enterprises which have
not yet been formed. It is possible that such business opportunities may involve
the acquisition of one or more business entities in whole or in part for
securities of the Registrant.

         It is anticipated that business opportunities will be introduced to the
Registrant from various sources, including professional advisors such as
attorneys and accountants, securities broker-dealers, venture capitalists,
members of the financial community, and others who may present unsolicited
proposals. There do not presently exist any plans, understandings, agreements or
commitments with any individual for such persons to act as broker or finder of
opportunities for the Registrant.

         A decision to commence negotiations to acquire a specific business
opportunity may be made upon management's analysis of the quality of the other
firm's management and personnel, the anticipated acceptability of the target's
products or marketing concepts, the merit of technological changes, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific firm may not be necessarily indicative
of the potential for

                                        2

<PAGE>

the future because of the requirement to substantially shift marketing
approaches, expand significantly, change product emphasis, change or
substantially augment management or make other changes.

         Management cannot now predict when, if at all, an acquisition will be
completed. It is possible that the investigation and analysis of proposed target
enterprises or opportunities may take several months, followed by negotiations,
contracts and the final closing which may take additional months.

         As the Registrant was subject to Rule 419 of the Act, it was required
to consummate an acquisition within 18 months of the effective date of its
Registration Statement, or March 21, 1996. As no acquisition was consummated,
the Registrant, through its Escrow Agent, returned all investor funds held in
escrow in accordance with the terms of the Escrow Agreement and Rule 419 of the
Act on March 21, 1996. In addition, all escrowed shares of the investors in the
public offering (45,000 in the aggregate) were returned to the Registrant's
treasury for cancellation and the original stockholders' shares (2,250,000 in
the aggregate) were returned to such original stockholders.

         On July 28, 1998, the Registrant entered into a letter of intent,
subsequently extended through January 15, 1999, with a unaffiliated entity to
effect a business combination subject to mutually satisfactory due diligence on
the part of both parties and other contingencies. In connection therewith, such
entity paid the Registrant an aggregate of $12,500 which funds were utilized to
repay shareholder loans to the Company and for the payment of professional fees
and corporate purposes. On February 9, 1999, the Registrant and such entity
determined not to further proceed with any business combination.

                           PART II - OTHER INFORMATION
                           ---------------------------

Item 1.           Legal Proceedings
-------           -----------------

         There are no legal proceedings pending or threatened of any type or
otherwise known to be contemplated to which the Registrant or any of its
properties is subject.

Item 2.           Changes in Securities
-------           ---------------------

         See Item 4. below.

Item 3.           Defaults Upon Senior Securities
-------           -------------------------------

         None.


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<PAGE>



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

         None.



                                        4

<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.

                                       MANATEE-AMERICAN FINANCIAL CORP.




Date: September 16, 1999          By: /s/ Marc B. Tescher
                                      ----------------------------------
                                      Marc B. Tescher, President and
                                      Principal Financial Officer



                                        5

<PAGE>

                        MANATEE-AMERICAN FINANCIAL CORP.
                        (A Development Stage Enterprise)

                              FINANCIAL STATEMENTS

                                 MARCH 31, 1999










                                        6

<PAGE>
<TABLE>
<CAPTION>

                        MANATEE-AMERICAN FINANCIAL CORP.
                        (A Development Stage Enterprise)


                                 BALANCE SHEETS

       ASSETS                                               March 31,  December 31,
       ------                                               ---------  ------------
                                                             1999         1998
                                                             ----         ----
                                                          (unaudited)
<S>                                                         <C>         <C>
Current Assets:
   Cash                                                     $  1,943    $  1,968
                                                            --------    --------
   Total current assets                                        1,943       1,968
                                                            --------    --------

                                                            $  1,943    $  1,968
                                                            ========    ========



LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------

Current Liabilities:
         Accrued liabilities, primarily
         professional fees                                  $ 46,940      42,992
                                                            --------    --------
                  Total current liabilities                   46,940      42,992
                                                            --------    --------

Stockholders' Deficiency:
         Preferred stock, $.0001 par value;
         authorized
           5,000,000 shares; none issued                           -           -
         Common stock, $.0001 par value authorized
           20,000,000 shares; issued and outstanding
           2,250,000 shares                                      225         225
         Capital in excess of par                              1,535       1,535
         Deficit accumulated during the development stage    (46,757)    (42,784)
                                                            --------    --------
                                                             (44,997)    (41,024)
                                                            --------    --------

                                                            $  1,943    $  1,968
                                                            ========    ========
</TABLE>

                                       7
<PAGE>
<TABLE>
<CAPTION>
                        MANATEE-AMERICAN FINANCIAL CORP.
                        (A Development Stage Enterprise)


                             STATEMENT OF OPERATIONS



                                               Three Months Ended
                                                    March 31         Cumulative
                                                                       from
                                               1999         1998     Inception
                                               ----         ----     ---------
                                                    (unaudited)      (unaudited)
<S>                                            <C>         <C>         <C>
Revenues                                       $      -    $   --      $ 12,500
                                               --------    --------    --------

Cost and Expenses:
         General and administrative               3,973         500      37,627
                                               --------    --------
         Offering costs in excess of proceeds
           from initial public offering               -           -      21,630
                                               --------    --------    --------
                                                  3,973         500      59,257
                                               --------    --------    --------

Net Loss                                       ($ 3,973)   ($   500)   ($46,757)
                                               ========    ========    ========

Net Loss per Common Share                      $      -    $      -
                                               ========    ========

</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>
                        MANATEE-AMERICAN FINANCIAL CORP.
                        (A Development Stage Enterprise)


                             STATEMENT OF CASH FLOWS


                                               Three Months Ended
                                                    March 31,       Cumulative
                                                                       from
                                               1999         1998    Inception
                                               ----          ----   ----------
                                                   (unaudited)
<S>                                           <C>         <C>        <C>

Cash Flows from Operating Activities:
  Net loss                                    $ (3,973)   $   (500)  $(46,757)
  Adjustments to reconcile net loss
   to net cash required:
     Increase in accrued liabilities             3,948         500     26,827
     Offering costs in excess of proceeds
       from initial public offering                  -           -     21,630
                                              --------   ---------  ---------

         Net cash provided by (used in)
          operating activities                     (25)          -      1,700
                                              --------   ---------  ---------

Cash Flows from Financing Activities:
  Proceeds from issuance of common stock             -           -      8,600
  Deferred offering costs, net of accrued
   liabilities                                       -           -     (5,117)
  Loans from stockholders                            -           -      9,450
  Refund of net proceeds of public offering          -           -     (3,240)
                                              --------   ---------  ---------
  Repayment of stockholder loans                     -           -     (9,450)
                                              --------   ---------  ---------
         Net cash provided by (used in)
         financing activities                        -           -        243
                                              --------   ---------  ---------

Net Increase (Decrease) in Cash                    (25)          -      1,943

Cash, Beginning                                  1,968         465          -
                                              --------   ---------  ---------

Cash, Ending                                  $  1,943    $    465   $  1,943
                                              ========   =========  =========
</TABLE>

                                       9
<PAGE>
                        MANATEE-AMERICAN FINANCIAL CORP.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999


NOTE 1.           BASIS OF PRESENTATION

The accompanying financial statements are unaudited and have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB promulgated by the
Securities and Exchange Commission. These financial statements reflect all
adjustments which, in the opinion of management, are necessary for a fair
presentation of financial position, results of operations and cash flows for the
periods presented. All such adjustments are of a normal recurring nature. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for a full year.


NOTE 2.           CONTINGENCIES

Going Concern Considerations

The accompanying unaudited financial statements have been prepared in conformity
with generally accepted accounting principles which contemplate the continuance
of the Company as a going concern. The Company is in the development stage and
has suffered losses from operations during its operating history. As reflected
in the accompanying financial statements, the Company has incurred net losses
and reflects a deficit accumulated during the development stage as of and for
the periods ended March 31, 1999. This condition raises substantial doubt as to
the ability of the Company to continue as a going concern.


NOTE 3.           NET LOSS PER COMMON SHARE

Net loss per common share has been computed based upon the weighted average
number of shares of common stock outstanding during the periods. The number of
shares used in the computation was 2,250,000 shares for 1999 and 2,250,000
shares for 1998.

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