FORM 10-Q


THIS DOCUMENT IS A COPY OF THE 10-Q FULED ON MAY 8, 1997 PURSUANT TO A RULE
201 TEMPORARY HARDSHIP EXEMPTION

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Three Months Ended               Commission File Number
March 31, 1997                              0-23328

ZERON ACQUISITIONS II, INC.
(Exact Name of Registrant as Specified in its Charter)

     NEVADA                                13-3666344
(State of Other Jurisdiction of          I.R.S. Employer
Incorporation or Organization)          Identification No.

370 Lexington Avenue, 19th Floor, New York, New York 10017
(Address of Principal Executive Offices)             Zip Code

Registrant's Telephone Number, Including Area Code (212) 687-4230

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 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     

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the issuer has filed all documents and reports 
required to be filed by Sections 2, 13 or 15(d) of the Securities Act of 1934 
subsequent to the distribution of securities under a plan confirmed by a 
court.  Yes      No    

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Common Stock $.001 par value,          278,750
     (Title of Class)               (Shares outstanding at
                                        March 31, 1997)



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ZERON ACQUISITIONS II, INC.



INDEX

                                                  Page

PART I     FINANCIAL INFORMATION

ITEM 1     Financial Statements

          Balance Sheet as of March 31, 1997
          (unaudited) and December 31, 1996          3

          Statement of Operations For the Three
          Months Ended March 31, 1997 and
          1996 (unaudited)                           4

          Statement of Stockholders' Equity
          (unaudited)                                5

          Statement of Cash Flows For the
          Three Months Ended March 31, 1997
          & 1996 (unaudited)                         6

          Notes to Financial Statements            7-8


ITEM 2    Management's Discussion and
          Analysis of Results of Operations          9


PART II   Other Information - Items 1-6              9

Signatures                                          10



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ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
BALANCE SHEET

ASSETS

                                                  March 31,    December 31,
                                                    1997           1996 
                                                (unaudited)
Current Assets
  Cash and Equivalents (Note 1)                  $ 533,234      $ 530,337
  Loan Receivable                                    2,331          2,331

     Total Current Assets                        $ 535,565      $ 532,668

Other Assets
  Organization Costs-Net of Amortization 
                      (Note 1)                         -0-             17

     TOTAL ASSETS                                $ 535,565     $  532,685

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payables and Accrued Expenses         $  21,843     $   15,300

Commitments and Other Matters (Note 3)

Stockholders' Equity (Note 2)
  Common Stock, par value $.001; authorized
  75,000,000 shares, issued and outstanding
  278,750 shares in 1997 and 1996                      279            279

  Preferred Stock, par value $.001 authorized
  15,000,000 shares, none issued and outstanding       -0-            -0-

  Additional Paid-In Capital                       624,860        624,860

  Deficit Accumulated During Development Stage    (111,417)      (107,754)

     TOTAL STOCKHOLDERS' EQUITY                    513,722        517,385 

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $ 535,565     $  532,685 





The accompanying notes are an integral part of this financial statement.


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ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE PERIODS


                                   January 1,   January 1,   November 16, 1992
                                     to            to            (Inception)
                                   March 31,    March 31,          through
                                     1997         1996         March 31, 1997

INTEREST INCOME:                   $ 6,188      $ 5,357        $  58,833 

EXPENSES:

  Consulting (Note 3)                3,750          -0-           48,125
  Rent (Note 3)                      3,750          -0-           48,125
  Corporation Franchise Taxes          431          346            7,667
  Filing Fees                          778        1,279           11,897
  Amortization                          17           25              500
  Bank Charges                          75           61            2,010
  Office                               -0-          -0-            1,840
  Professional Fees                  1,050        4,350           50,086 

  Total Expenses                     9,851        6,061          170,250 

NET LOSS                           $(3,663)    $    704        $(111,417)


NET LOSS PER COMMON SHARE          $(  .01)    $(    .0)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                 278,750      278,750 






The accompanying notes are an integral part of this financial statement.


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ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY

                                                                      Total
                                           Additional                 Stock-
                                 Common     Paid-In     Accumulated   Holders
                                   Stock     Capital     (Deficit)    Equity

Issuance of Common Shares on
 June 4, 1992 at par value
 ($.001 per share) For Cash     $    160   $  1,440                   $ 1,600

Sale of 18,750 Shares for Cash
 in July, 1992                        19     29,981                    30,000

Net Loss-Inception to December
 31, 1992                                                 $ (   62)      ( 62)

Net Loss-December 31, 1993                                  (1,766)    (1,766)

Sale of 100,000 Shares-
 January 13, 1994                    100   624,900                    625,000

Deferred Offering Costs Charged
 to Paid-In Capital                        (31,461)                   (31,461)

Net Loss-December 31, 1994                                 (27,184)   (27,184)

Balance-December 31, 1994            279   624,860         (29,012)   596,127

Net Loss                                                   (35,005)   (35,005)

Balance-December 31, 1995            279   624,860         (64,017)   561,122

Net Loss                                                   (43,737)   (43,737)

Balance-December 31, 1996            279   624,860        (107,754)   517,385

Net Loss                                                    (3,663)    (3,663)

Balance-March 31, 1997              $279  $624,860       $(111,417)  $513,722 





The accompanying notes are an integral part of this financial statement.


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ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE PERIODS

                                     January 1,  January 1,  November 16, 1992
                                        to          to          (Inception)
                                     March 31,   March 31,        through
                                        1997       1996        March 31, 1997

CASH FLOWS FROM OPERATING 
 ACTIVITIES:

  Net Loss                           $( 3,663)   $(43,737)    $(111,417)

  Adjustments to reconcile net loss
  to net cash used in operating
  activities

  Amortization                             17         100           500

CHANGES IN ASSETS AND LIABILITIES:

  Loan Receivable                         -0-      (2,331)       (2,331)
  Other Assets                            -0-         -0-         ( 500)
  Accounts Payable and
    Accrued Expenses                    6,543       8,200        21,843 

Cash Provided (Used) in
 Operations                             2,897     (37,768)      (91,905)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Issuance of Common Stock-
   Net of Costs                          -0-          -0-       625,139 

NET INCREASE (DECREASE) IN
 CASH & EQUIVALENTS                    2,897      (37,768)      533,234

CASH & EQUIVALENTS -
 BEGINNING OF YEAR                   530,337      568,105           -0- 

CASH & EQUIVALENTS -
 END OF YEAR                        $533,234     $530,337     $ 533,234 







The accompanying notes are an integral part of this financial statement.


<PAGE>


ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Background

     Zeron Acquisitions II, Inc. (the Company) was organized under the laws of 
the State of Nevada on March 6, 1992.  Its purpose is to provide a vehicle to 
acquire or merge with another entity.  Since the Company has not yet begun 
operations, it is considered a development stage Company.

Basis of Presentation

     The unaudited financial statements included herein have been prepared by 
Zeron Acquisitions II, Inc. pursuant to the rules and regulations of the 
Securities and Exchange Commission.  These financial statements reflect, in 
the opinion of management, all adjustments (which include only normal 
recurring adjustments) necessary to present fairly the financial position and 
results of operations as of and for the periods indicated.  Certain 
information and footnote disclosures normally included in the financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted pursuant to such rules and 
regulations, although the Company believes the disclosures which are made, 
when read in conjunction with the audited fiscal 1996 financial statements, 
are adequate to make the information presented not misleading.

Cash & Equivalents

     Cash and equivalents are stated at cost plus accrued interest.  The 
Company considers all highly liquid investments with a maturity date of three 
months or less to be cash equivalents.

Concentration of Credit Risk

     At March 31, 1997 and December 31, 1996, the Company maintained all its 
cash in one commercial bank.

Organization Costs

     Organization costs are being amortized on the straight line method over a 
period of five years.

Loss Per Share of Common Stock

     Net loss per share of common stock is based on the weighted average 
number of shares outstanding during each period.


<PAGE>


ZERON ACQUISITIONS II, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STTEMENTS
MARCH 31, 1997
(CONTINUED)


NOTE 2 - STOCKHOLDERS' EQUITY

     The Company is authorized to issue 75,000,000 common shares with a par 
value of $.001, and 15,000,000 blank check preferred shares with a par value 
of $.001.  On June 4, 1992, the Company issued a total of 160,000 shares of 
its common stock to its officers for a total consideration of $1,600 ($.01 per 
share).

     On June 4, 1992, the Board of Directors authorized the sale, through a 
self underwriting, a minimum of 100,000 Common Shares and a maximum of 200,000 
Common Shares at $6.25 per share.

     During the period of July 1, 1992 through July 15, 1992, the Company 
issued a total of 18,750 shares of its common stock ($.001 par value) to 
various individuals for a total consideration of $30,000 ($1.60 per share).

     On January 14, 1994, the Company closed on the minimum of 100,000 shares 
at an aggregate of $625,000.

NOTE 3 - COMMITMENTS AND OTHER MATTERS

     a.     The Company currently utilizes the office of its President.  
Pursuant to an oral agreement, these facilities are provided on an annual 
basis for $15,000 per year commencing January 14, 1994, the closing of the 
Company's public offering.

     b.     The Company entered into a consulting agreement with the Zeron 
Group, Inc., a New York corporation.  The Company's Chairman of the Board of 
Directors, has been chairman of the Zeron Group, Inc. since May, 1989.  The 
annual fee pursuant to the agreement is $15,000 commencing January 14, 1994, 
the closing of the Company's public offering.  Pursuant to the consulting 
agreement, the Zeron Group, Inc. will devote up to five hours per month in the 
search for and evaluation of potential acquisitions.

     c.     Certain conflicts of interest have existed and will continue to 
exist between management, their affiliates and the Company.  Management have 
other interests including business interests to which they devote their 
primary attention.  Management may continue to do so not withstanding the fact 
that management time should be devoted to the business of the Company and in 
addition, management may negotiate an acquisition resulting in a conflict of 
interest and possibly, a breach of directors' duty of loyalty to the Company.



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ZERON ACQUISITIONS II, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

MARCH 31, 1997


     At March 31, 1997, the Company's current assets amounted to $535,565, 
while current liabilities amounted to $21,843.

     The Company has been seeking potential business ventures in which, in the 
opinion of management, would provide a profit to the Company.  As of yet, the 
Company has not located any such businesses.



PART II    OTHER INFORMATION

Item 1     Legal Proceedings - None

Item 2     Changes in Securities - None

Item 3     Defaults Upon Senior Securities - None

Item 4     Submission of Matters to a Vote of Securities Holders
           - None

Item 5     Other Information - None

Item 6     Exhibits and Reports on Form 8-K - None




<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.

                              ZERON ACQUISITIONS II, INC.

                                   Gary Takata
                              By:______________________________
                                   Gary Takata
                                   President and Director

Date: May 8, 1997