THIS DOCUMENT IS A COPY OF THE 10-Q FILED ON NOVEMBER 5, 1996 PURSUSANT TO A 
RULE 201 TEMPORARY HARDSHIP EXEMPTION


FORM 10-Q

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
September 30, 1996                         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
                                        September 30, 1996)



<PAGE>

ZERON ACQUISITIONS II, INC.

FORM 10-Q

THREE MONTHS ENDED SEPTEMBER 30, 1996

INDEX

                                                  Page

PART I     FINANCIAL INFORMATION

ITEM 1    Balance Sheet, September 30, 1996          2

          Statement of Income and Expenses,
          September 30, 1996                         3

          Statement of Stockholders' Equity
          for the period ended September
          30, 1996                                   4

          Statement of Cash Flows, September
          30, 1996                                   5

          Notes to Financial Statements              6

          Management's Discussion and
          Analysis of Results of Operations          7

PART II     Other Information - Items 1-6           11

Signatures                                          12




(i)

<PAGE>

ZERON ACQUISITIONS II, INC.
(A development stage company)

BALANCE SHEET

Unaudited

ASSETS
                                                       September     December
                                                       30, 1996      31, 1995 
Current Assets:
  Cash...........................................     $265,115      $568,105
  Certificate of Deposit.........................      269,777             0
  Prepaid Assets.................................          921             0  

     Total Current Assets...........................   535,813       568,105 

Other Assets:
  Due for Zeron International Ltd................        2,331
  Organization Costs-Net of Amortization.........           42           117 

     Total Other Assets.............................     2,373           117 

     TOTAL ASSETS...................................  $538,186      $568,222 


LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities:
  Accounts Payables and Accrued Expenses........      $  5,000      $  7,100 

     TOTAL CURRENT LIABILITIES......................     5,000         7,100 

Stockholder's Equity:
  Common Stock, par value $.001; authorized
  75,000,000 shares, issued and outstanding
  278,750 shares September 30, 1996 and
  December 31, 1995.............................           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...      (91,953)     (64,017)

     TOTAL STOCKHOLDER'S EQUITY.....................   533,186      561,122 

     TOTAL LIABILITIES AND STOCKHOLDER'S
      EQUITY.......................................   $538,186     $568,222 



<PAGE>


ZERON ACQUISITIONS II, INC.
(A development stage company)

STATEMENT OF INCOME AND EXPENSES

Unaudited

     FOR THE PERIODS
                                                                 (Cumulative)
                                                                   11/16/92
                                    1/1/96    1/1/95    1/1/94   (Inception)
                                     to        to        to         to
                                   9/30/96   9/30/95   9/30/94     9/30/96 


INTEREST INCOME..............     $ 17,081  $ 12,145  $  9,022   $  46,300 

EXPENSES:

  Consulting.................       11,250    11,250     5,000      40,625
  Rent.......................       11,250    11,250     5,000      40,625
  New York State and City
     Franchise Tax.............        346     1,191       729       5,115
  Filing Fees................        3,289     2,738     1,712      10,164
  Amortization...............           75        75        75         458
  Bank Charges...............          397       310       200       1,885
  Professional Fees..........       18,410    11,456     3,175      37,541
  Office.....................            0       500         0       1,840  

     Total Expenses............     45,017    38,770    15,891     138,253 

NET INCOME (LOSS) FOR
  PERIOD....................      $(27,936) $(26,624) $ (6,869)   $(91,953)

EARNINGS (LOSS) PER SHARE...      $   (.10) $   (.10) $   (.02)

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





<PAGE>

ZERON ACQUISITIONS II, INC.
(A development stage company)

STATEMENT OF STOCKHOLDERS' EQUITY

Unaudited

FOR THE PERIOD INDICATED

                                                                     Total
                                            Additional   Retained    Stock-
                                   Common     Paid-In    Earnings    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 for Period Ended December
 31, 1992                                                  $    (62)  (   62)

Net Loss for Period Ended 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 For Period Ended December
 31, 1994                                                   (27,184)  (27,184)

Total Stockholders Equity -
 December 31, 1994                   279      624,860       (29,012)  596,127

Net Loss for Period Ended December
 31, 1995                                                   (35,005)  (35,005)

Total Stockholders Equity -
 December 31, 1995                   279      624,860       (64,017)  561,122

Net Income for Period Ended
 September 30, 1996                                         (27,936)  (27,936)

Total Stockholders Equity -
 September 30, 1996                 $279     $624,860      $(91,953) $533,186



<PAGE>


ZERON ACQUISITIONS II, INC.
(A development stage company)

STATEMENT OF CASH FLOWS

FOR THE PERIODS
                                                                  (Cumulative)
                                                                    11/16/92
                                  1/1/96      1/1/95      1/1/94   (Inception)
                                   to           to          to         to
                                 9/30/96     9/30/95     9/30/94     9/30/96 

CASH FLOWS FROM OPERATING
     ACTIVITIES:
  Net Income (Loss)            $(27,936)    $(26,624)    $ (6,869)  $ (91,953)
  Adjustments to Reconcile
    Net Loss to net cash used
    by operating activities
  Non-cash items included in loss:
  Amortization                       75           75           75         458

CHANGES IN ASSETS AND LIABILITIES:

  Certificate of Deposits      (269,777)           0            0    (269,777)
  Other Assets                   (3,252)           0       21,306      (3,752)
  Current Liabilities            (2,100)       6,250            0       5,090 

Cash Provided (Used) in
  Operations                   (302,990)     (20,299)      14,512    (360,024)

CASH FLOWS FROM FINANCING
     ACTIVITIES:
  Issuance of Common Stock -
    Net of Costs                      0            0      596,414     625,139 

NET INCREASE (DECREASE) IN 
     CASH                      (302,990)     (20,299)     610,926     265,115

CASH AT BEGINNING OF PERIOD     568,105       604,660       8,149           0 

CASH AT END OF PERIOD          $265,115      $584,361    $619,075   $ 265,115 




<PAGE>


ZERON ACQUISITIONS II, INC.

NOTES TO FINANCIAL STATEMENTS

Unaudited

September 30, 1996



NOTE 1 - BASIS OF PRESENTATION

     The accompanying unaudited condensed financial statements have been 
prepared in accordance with generally accepted accounting principles for 
interim financial information and with the instructions to Form 10-Q and Rule 
10-01 of Regulation S-X.  Accordingly, they do not include all the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements.  In the opinion of Management, all adjustments 
considered necessary for a fair presentation have been included.  These 
adjustments were considered usual and normal in nature.  For the period ended 
September 30, 1996, the Company had no operational activities other than the 
preparation for the public offering as presented in the Balance Sheet.  The 
recovery of assets and the continuation of the Company as a going concern are 
dependent upon the Company's ability to obtain additional financing and upon 
future profitable operations.  For further information, refer to the financial 
statements and footnotes included in the Company's annual report on Form 10-K 
for the year ended December 31, 1995.


<PAGE>


ZERON ACQUISITIONS II, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

September 30, 1996


     As of July 1, 1996, Global Business Alliance, Inc., a Canadian 
corporation, owner of hardware, software, and certain assets including but not 
limited to the rights to the IBEX 2000 system, entered into an agreement (the 
"Transfer Agreement") to assign the license for the IBEX 1000, all rights for 
the IBEX 2000 and certain other assets (the "Assets") to Zeron Acquisitions 
II, Inc. (the "Company").  The Company intends to use the Assets in order to 
market and further commercialize the IBEX 1000 system and further develop, 
market and commercialize the IBEX 2000 system.  As consideration for the 
acquisition of the Assets, the Company will pay $100 and assume the obligation 
to pay royalty payments to Global Business Alliance, Inc. pursuant to certain 
license agreements.  The closing of the transaction is subject to many 
preconditions, and numerous other terms described in the Transfer Agreement.

     Global Business Alliance, Inc. is in the business of providing global 
electronic network services allowing organizations of all sizes to conduct a 
complete range of essential business functions with one another electronically 
over a secured open architecture over a variety of networks including the 
Internet.

     In connection with the transaction, Zeron Acquisitions II, Inc. shall 
validly issue and deliver 9,681,500 common shares of Zeron's duly authorized, 
fully paid and non-assessable common stock, $.001 par value, as follows: 
4,840,750 shares to Metcalfe Investments Limited, 1,500,000 shares to The Mady 
Jalinous Trust and 3,340,750 shares to Mady Jalinous.  The 9,681,500 common 
shares will represent approximately 95.6% of the Company's outstanding common 
stock following the closing.

     Effective at closing, the officers and directors of Zeron Acquisitions 
II, Inc. will resign in favor of Peter Sandiford and Mady Jalinous as 
replacement directors.  Gary Takata, a current officer and director of Zeron 
Acquisitions II, Inc., and Johann Wong, an affiliate of the Placement Agent 
conducting the Private Placement described below, were granted the right to 
designate one member to Zeron's board of directors subject to the reasonable 
approval of Peter Sandiford and Mady Jalinous.  The right to designate a 
director expires on the occurrence of certain events.

Preconditions

     Among the preconditions that must be satisfied prior to a closing under 
the Transfer Agreement is the provision of opinion letters from Global 
Business Alliance, Inc.'s counsel and auditors that the proposed transaction 
will not be subject to any adverse application of any "Bulk Sale" statutes to 
which Global Business Alliance, Inc. is subject and that Global Business 
Alliance, Inc.'s liabilities will not become or be required to be disclosed 
for financial reporting purposes as liabilities of the Company.

     Among the additional preconditions are the receipt of all required third 
party consents, opinion letters, necessary approvals, and the resignation of 
the Company's current directors and officers, to be replaced by Peter 
Sandiford and Mady Jalinous.

Private Placement

     The Company agreed to use its best efforts to conduct a private placement 
("Private Placement") of its convertible preferred stock (the "Preferred 
Shares").  The Company intends to raise not less than $2,750,000 and up to 
$5,500,000 by the sale of its Preferred Shares.  The Preferred Shares will 
bear an annual dividend of 9% payable in additional shares of preferred stock.

     The Preferred Shares will be convertible into common stock of the Company 
at the investor's option at the lesser of 60% of the offering price per share 
of the Company's common stock in any secondary public offering, or 70% of the 
sales price per share or valuation of the Company's common stock in any 
combination, merger or non-public offering equity transaction or sale by the 
Company in any of which the Company raises in the aggregate at least $2.5 
million dollars, but in any event at not less than $2.50 per common share nor 
more than $7.50 per common share, prior to anti-dilution adjustments.

     At the election of each holder of Preferred Shares, 50% of such Preferred 
Shares may be converted into common stock of the Company at 60% of the average 
closing bid price per share of the Company's common stock for the five trading 
days prior to such conversion on such exchange where the common stock is 
trading, provided such conversion is elected within six months of the latest 
sale date of any Preferred Shares in the private offering of up to 1,100,000 
Preferred Shares and prior to the transaction described above.  In the event 
the transaction described above does not close within six months of the latest 
sale date of any Preferred Shares in the private offering of up to 1,100,000 
Preferred Shares, then 100% of the Preferred Shares may be so converted.  The 
conversion price shall be no less than $2.50 nor more than $7.50 per common 
share, prior to anti-dilution adjustments.

     The Preferred Shares and underlying equity will be issued subject to 
demand registration and piggy-back registration rights.

     The net proceeds of the Private Placement will be employed by the Company 
as follows:  up to $1,800,000 shall be applied to prepaid royalties under the 
License Agreement to be used to satisfy certain of Global Business Alliance, 
Inc.'s liabilities.  A maximum of $900,000 of the first $2,500,000 of proceeds 
of the Private Placement may be employed for such purpose, and an additional 
$.75 of each dollar raised in the Private Placement in excess of $2,500,000 
may be employed for such purpose, up to an aggregate of $1,800,000 for all 
such payments.  The additional Private Placement proceeds shall be utilized 
for general corporate purposes and working capital.

     The closing on a minimum of $2,500,000 net proceeds from the Private 
Placement is a precondition to the closing of the transaction with Global 
Business Alliance, Inc.

     The Private Placement and closing under the Transfer Agreement may occur 
contemporaneously.  Global Business Alliance, Inc. may determine at any time 
not to consummate the purchase of the Assets transaction described in the 
Transfer Agreement.

     For each public or private offering of the Company's common stock or any 
successor security or any security or debt instrument exchangeable or 
convertible into common stock (which are so actually converted) commenced at 
any time before the common shares of the Company into which the Preferred 
Shares are convertible are fully registered as described above, and are free 
trading without any restriction, and which offering is subsequently completed 
at a per share price of less than $6.25, subject to adjustment for mergers, 
stock splits, recapitalizations and similar anti-dilution adjustments; then 
for each such public offering or for private offerings which raise in the 
aggregate not less than $2.5 million dollars (other than the Private Placement 
described in the Transfer Agreement), the Company shall issue to every holder 
of Preferred Shares for no additional consideration sufficient shares of 
common stock (or any successor security) so as to make the average price paid 
by each such holder the same price as offered in the aforedescribed public or 
private offering.  Such additional shares will be included in the registration 
statement filed or to be filed in connection with any such public offering, or 
in the case of a private offering in a registration statement relating to such 
additional shares, so that the additional shares shall be fully registered and 
freely tradable.  The Company will bear the entire expense of any such 
registration.  The Company's additional shares will be distributed 
comtemporaneously with the distribution of securities to the public or private 
offerees of the Company's offering, as the case may be.  In the event the 
entire Private Placement described in the Transfer Agreement is raised by sale 
of Preferred Shares in the Private Placement, then the anti-dilution 
protection described above shall be provided to the holders of Preferred 
Shares regardless of the aggregate amount of funds raised in private 
offerings.

     The Company has engaged the services of domestic and off-shore placement 
agents to sell the Preferred Shares.  The off-shore placement agent (the 
"Off-Shore Placement Agent") for the Private Placement will receive 
commissions of 7%, a non-accountable expense allowance of 3% and warrants to 
purchase one share of the Company's common stock for each $10 raised in the 
Private Placement.  The Warrants will be exercisable for five years, at the 
lesser of $6.25 or 105% of the conversion price of the Preferred Shares.  In 
the event the Off-Shore Placement Agent assists in the raising of funds 
contemplated by the Private Placement, then the Off-Shore Placement Agent will 
receive only the non-accountable expense allowance and one warrant for each 
$10 raised in connection with such funds.  The warrant exercise price is 
subject to adjustment upon the occurence of certain events.  The Off-Shore 
Placement Agent will not receive commissions, non-accountable expense 
allowance, common stock, or warrants for any funds not raised by the Off-Shore 
Placement Agent or for which the Off-Shore Placement Agent did not assist.  In 
the event not less than $5,000,000 is raised in the Private Placement, the 
Off-Shore Placement Agent will also receive 40,000 shares of the Company's 
common stock as additional compensation.  The Off-Shore Placement Agent will 
receive a pro rata portion of the aforedescribed 40,000 common shares to the 
extent the Private Placement raises at least $2.1 million dollars but less 
than $5.0 million dollars of net proceeds.

     The Off-Shore Placement Agent will receive cash commissions of 10% of the 
amount raised by it.  The Off-Shore Placement Agent will receive ten (10) 
Warrants for each eight (8) Preferred Shares sold in the Private Placement to 
purchase up to a maximum of 1,000,000 common shares of the Company's common 
stock at $2.50 per share.  The Warrant will be issued with demand and 
piggyback registration rights relating to the underlying common stock.

     All shares issuable upon conversion of the Preferred Shares will be 
issued in reliance on the exemption under Regulation S under the Securities 
Act of 1933, as amended, if applicable.

Shares in Escrow

     Of the Company's common shares to be issued to Metcalfe Investments 
Limited, The Mady Jalinous Trust and Mady Jalinous, Metcalfe Investments 
Limited and Mady Jalinous shall each deposit 1,223,342 common shares in escrow 
as security against claims against the Company by creditors of Global Business 
Alliance, Inc. and in the event of a determination that certain liabilities of 
Global Business Alliance, Inc. become or are deemed to be liabilities of the 
Company.

Change in Control

     Upon closing and issuance of 9,681,500 shares of the Company's common 
stock to Metcalfe Investments Limited, The Mady Jalinous Trust and Mady 
Jalinous, they will collectively own approximately 95.6% of the outstanding 
shares of common stock of the Company as of the closing.


Uncertainty of Closing

     There are no assurances that the preconditions to closing described in 
the Transfer Agreement will be satisfied, nor that a closing will take place 
pursuant to the Transfer Agreement.  The Transfer Agreement including the 
preconditions to closing may be modified upon the consent of the Company and 
Global Business Alliance, Inc.

General Financial Information

     At September 30, 1996, the Company's current assets amounted to $535,813, 
while current liabilities amounted to $5,000.

     In connection with the transactions with Global Business Alliance, Inc. 
as described above, the Company has paid legal fees of approximately $14,999 
as of September 30, 1996.



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: November 5, 1996