SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                          FORM 10-KSB

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

          FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                 COMMISSION FILE NO.: 0-161470

                       TELE-OPTICS, INC.
         (Name of Small Business Issuer in its Charter)

   Delaware                                       65-0008442
(State or other jurisdiction                (IRS Employer
 of incorporation or organization)          Identification No.)

21218 St. Andrews Boulevard, Suite 642, Boca Raton, Florida 33433
   (Address of principal executive offices, including zip code)

                          (561) 360-4951
                   (Issuer's telephone number)


        1006 West 15th Street, Riviera Beach, Florida 33404
       (Former Name, Former Address and former Fiscal Year,
                 if changed since last report)

   Securities registered pursuant to Section 12(b) of the Act:
        None                                      None
(Title of Each Class)                     (Name of Each Exchange
                                           on which Registered)

       Securities registered pursuant to 12(g) of the Act:

              Common Stock, par value $.01 per share


Check whether the Issuer (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
Issuer was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. Yes      No  x

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is not contained herein, and will not
be contained, to the best of Issuer's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. (X)

State issuer's revenues for its most recent fiscal year: $-0-

The aggregate market value of the Registrant's voting stock held by
non-affiliates, based upon the closing sales price for the common
stock of $-0- per share on April 30, 1999, was $-0-.

             APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

As of April 30, 1999 there were 4,790,000 shares issued of which
total 4,790,000 were outstanding.


<PAGE>


                        TELE-OPTICS, INC.



                        TABLE OF CONTENTS



                                                          Page
PART I

Item 1.  Business.......................................    3

Item 2.  Properties.....................................    5

Item 3.  Legal Proceedings..............................    5

Item 4.  Submission of Matters to a
             Vote of Security Holders...................    5

PART II

Item 5.  Market for Company's Common Equity
             And Related Stockholder Matters............    6

Item 6.  Management's Discussion and
             Analysis or Plan of Operations.............    7

Item 7.  Financial Statements and Supplementary Data....    9

Item 8.  Change in and Disagreements
             with Accountants on Accounting
             and Financial Disclosure...................    20

PART III

Item 9.  Directors, Executive Officers, Promoters
             and Control Persons; Compliance with
             Section 16(a) of the Exchange Act..........    21

Item 10. Executive Compensation.........................    22

Item 11. Security Ownership of Certain
              Beneficial Owners and Management..........    23

Item 12. Certain Relationships and Related Transactions.    24

Item 13. Exhibits, Financial Statement
              Schedules and Reports on Form 8-K.........    25

SIGNATURES


<PAGE>   2

                        TELE-OPTICS, INC.

                              PART I

ITEM 1.  BUSINESS

Tele-Optics, Inc. (the "Company" or the "Registrant") was
incorporated in December 1986 for the purpose of acquiring all of
the common stock of Lenzar Optics, Inc. ("Lenzar").  Lenzar was
then engaged in development, manufacture and marketing of a variety
of optical, electronic and electro-optical products for use in the
medical and defense industries.  In September, 1991, the Company
sold all assets related to Lenzar's operations to a third party.
Following that sale, the Company had no active business operations
and intended to liquidate its assets.  In December 1991, the
Company entered into an agreement to acquire all of the issued and
outstanding common stock of Fantasia Home, Inc. ("Fantasia") (the
"Fantasia Agreement").  In May 1992, however, the Company rescinded
the Fantasia Agreement and canceled all shares of its common stock
issued in connection with the Fantasia Agreement.  Since rescission
of the Fantasia Agreement, the Company has investigated the
possibility of acquiring a potential business opportunity.  The
Company however did not possess the capital necessary to
successfully pursue any such acquisition.  In addition, since 1991,
the Company lacked the capital necessary to prepare and file with
the Securities and Exchange Commission (the "Commission") all
reports which the Company was required to file under the Securities
Exchange Act of 1934, as amended (the " 1934 Act").  The Company
has had virtually no active business operations since late 1991.

On November 21, 1997, (the "Closing Date"), new investors,
including the Company's current management (the "Buyers"),
completed the purchase of an aggregate of 3,100,000 shares of the
Company's Common Stock (the "Purchased Shares"), representing
approximately sixty-two (62%) percent of the Company's issued and
outstanding Common Stock as of the Closing Date.  The Purchased
Shares were acquired from the authorized but previously unissued
shares of the Company's Common Stock.  As part of the aggregate
purchase price for the Purchased Shares, the Buyers agreed to pay
certain obligations of the Company, including certain past due and
current accounting and legal fees, stock transfer agent fees,
franchise taxes, state and federal taxes, and other expenses
incurred or to be incurred in connection with bringing the Company
current with respect to reporting obligations under the 1934 Act.
As a result, the Company has filed certain disclosure documents
with the Commission, including Annual Reports on Form 10-KSB for
the years ended December 31, 1991, 1992, 1993, 1994, 1995, 1996 and
1997, and Quarterly Reports on Form 10-QSB for the three month
periods ended March 31, June 30, and September 30, 1992, 1993,
1994, 1995, 1996, 1997 and 1998.  Simultaneously with the
acquisition of the Purchased Shares, an additional 300,000 shares
of the Company's Common stock was issued to a member of the law
firm which represented the Company in connection with the
transaction.  See "Financial Statements".

Management has determined that the Company's business plan is
primarily to seek one or more potential businesses which may, in
the opinion of management, warrant the Company's involvement.  The
Company recognizes that as a result of its limited financial,
managerial or other resources, the number of suitable potential
businesses which may be available to it will be extremely limited.
In seeking to attain its business objective, the Company will not
restrict its search to any particular industry.  Rather, the
Company may investigate businesses of essentially any kind or
nature, including but not limited to, finance, high technology,
manufacturing, service, sports, research and development,
communications, insurance, brokerage, transportation and others.
Notwithstanding the foregoing, management does not intend to become
involved with a company which is an "investment company" under the
Investment Company Act of 1940, or with a company which may be
deemed an "investment advisor" under the Investment Advisors Act of
1940.  Nor does the Company intend to become an investment company


<PAGE>    3


or an investment advisor.  Management's discretion is otherwise
unrestricted and it may participate in any business whatsoever
which may in the opinion of management, meet the business
objectives discussed herein.  It is emphasized that the business
objectives discussed herein are extremely general and are not
intended to be restrictive upon the discretion of management.  As
of the date of this report, the Company has not chosen the
particular area of business in which its proposes to engage and has
not conducted any market studies with respect to any business or
industry, although management of the Company has had preliminary
discussions with a variety of enterprises.

The Company will not restrict its search to any specific industry
(except as set forth above), but may acquire an entity or position
in a company which is (i) in its preliminary or development state;
or (ii) is a going concern.  At this time, it is impossible to
determine the needs of the business in which the Company may seek
to participate, and whether such business may require additional
capital, management, or may be seeking other advantages which the
Company may offer.  In other instances, possible business endeavors
may involve the acquisition of or a merger with a company which
does not need additional equity, but seeks to establish a public
trading market for its securities.

Businesses which seek the Company's participation in their
operations may desire to do so to avoid what such businesses deem
to be adverse factors related to undertaking a public offering.
Such factors include substantial time requirements and legal costs,
along with other conditions or requirements imposed by Federal and
state securities laws.

The analysis of potential business endeavors will be undertaken by
or under the supervision of the Company's management.  Management
is comprised of individuals of varying business experiences, and
management will rely on their own business judgment in formulating
decisions as to the types of businesses which the Company may
acquire or in which the Company may participate.  It is quite
possible that management will not have any business experience or
expertise in the type of businesses engaged in by a company which
may be investigated by the Company.

In analyzing prospective businesses, management anticipates
considering such factors as available technical, financial and
managerial resources; working capital and other financial
requirements; such businesses' history of operations, if any, and
prospects for the future; the nature of present and expected
competition; the quality and experience of management services
which may be available and the depth of that management; the
potential for further research and development; risk factors; the
potential for growth and expansion; the potential for profit; the
perceived public recognition or acceptance of such businesses,
products, services, trade or service marks; its name
identification; and other relevant factors.

While it is anticipated that these factors will be considered, to
a large extent a decision to participate in a specific business
will be difficult, if not impossible, to analyze through the
application of objective criteria.  In many instances, the
achievements of a specific business to date may not necessarily be
indicative of its potential for the future because of various
changing requirements in the marketplace, such as the ability to
substantially shift marketing approaches, expand significantly or
change product emphasis, change or substantially alter management,
or other factors.  On the other hand, the management of such
companies may not have proven their abilities or effectiveness, or
established the viability of the market, or the products or
services which they propose to market.  As such, the profitability
of such a business may be unpredictable and might therefore subject
the Company and its assets to substantial risks.

It is anticipated that any number of prospective businesses will be
available to the Company from various sources, including its
management, its professional advisors, securities broker-dealers,
venture capitalists, members of the financial community, and others


<PAGE>    4


who may present unsolicited proposals.  In some instances, the
Company may publish notices or advertisements in financial or trade
publications seeking potential business acquisitions.  In certain
circumstances, the Company may agree, in connection with an
acquisition, to pay a finder's fee or other compensation to an
investment banking firm or other person (who may or may not be
affiliated with the Company) who submits to the Company a business
in which the Company participates.

It is anticipated that locating and investigating specific
proposals will take a substantial period of time, although the time
such process will take can by no means be assured.  Further, even
after a business is located, the negotiation, drafting and
execution of relevant agreements, disclosure documents and other
instruments may require substantial additional time, effort and
attention on the part of management, as well as substantial costs
for attorneys, accountants and others.  If a decision is made not
to participate in a specific business endeavor, the costs
theretofore incurred in the related investigation might not be
recoverable.  Furthermore, even if an agreement were reached for
the participation in a specific business, the failure to consummate
that transaction might result in the loss to the Company of the
related costs incurred.


ITEM 2.  PROPERTIES

At present the Company does not own any property.  The Company
maintains its business address at a minimal cost.  Administrative
services, including the use of fixtures, furniture and equipment,
and the use of employees to provide secretarial and bookkeeping
services, are provided to the Company at no cost by the Company's
current officers and directors.


ITEM 3.  LEGAL PROCEEDINGS

During the period between the fourth quarter of the fiscal year
ended December 31, 1996 and the present, the Company was not party
to any litigation.  To the knowledge of management, no litigation
is currently threatened.


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

The Company did not submit any matters to a vote of its security
holders during the fourth quarter of the fiscal year ended December
31, 1996, nor during any subsequent period including up to the date
of the filing of this report.


<PAGE>    5

                             PART II

ITEM 5.   MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

The Company's Common Stock commenced trading in the over-the-
counter market during the second quarter of 1988.  The last
quotation for the Company's Common Stock, which management is aware
of, appeared on Nasdaq on October 7, 1991.  The Company is
currently unaware of any trading market for its Common Stock.  The
following table sets for the range of high and low bid quotations
for the Company's Common Stock forth the period indicated as
reported by Nasdaq during the two years prior to October 7, 1991.
The below quotations represent prices between dealers and do not
include retail mark-up, mark-down or commission.  The quotations do
not necessarily represent actual transactions.

<TABLE>
<CAPTION>

     Fiscal Period                                High Bid       Low Bid
     <S>                                          <C>            <C>
     1989:
     First Quarter............................... $ 3.25         $ 2.00
     Second Quarter..............................   3.75           1.875
     Third Quarter...............................   2.125          1.625
     Fourth Quarter..............................   2.00           1.25

     1990:
     First Quarter............................... $ 1.875        $ 1.125
     Second Quarter..............................   1.875          0.8125
     Third Quarter...............................   0.875          0.3125
     Fourth Quarter..............................   0.375          0.025

     1991:
     First Quarter............................... $ 0.625        $ 0.25
     Second Quarter..............................   0.6875         0.50
     Third Quarter...............................   0.5625         0.34375
     Fourth Quarter
         (through October 7, 1991)...............   0.0625         0.03125

</TABLE>


To the best of the Company's knowledge the last available
quotations for its Common stock appeared in the Nasdaq System on
October 7, 1991.  High and low bid prices were 1/16 and 1/32
respectively, on that date.

As of April 30, 1999, there were approximately 251 record holders
of the Company's outstanding Common Stock.  Since additional shares
of the Company's Common Stock are held for stockholders at
brokerage firms and/or clearing houses, the Company was unable to
determine the precise number of beneficial owners of its Common
Stock as of April 30, 1999.

The Company has never declared or paid cash dividends on its
capital stock and the Company's Board of Directors intends to
continue that policy for the foreseeable future.  Earnings, if any,
will be used to finance the development and expansion of the
Company's business.  Future dividend policy will depend upon the
Company's earnings, capital requirements, financial condition and
other factors considered relevant by the Company's Board of
Directors and will be subject to limitations imposed under Delaware
law.


<PAGE>    6


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS OR PLAN OF OPERATIONS

The analysis of the Company's financial condition, liquidity,
capital resources and results of operations should be viewed in
conjunction with the accompanying financial statements including
the notes thereto.

During 1998, the Company commenced preparation of all past due
Annual Reports on Form 10-KSB and Quarterly Reports on Form 10-QSB,
which it was required to file under the 1934 Act.  Prior to 1992,
the last Annual Report filed by the Company with the Commission was
an amended Annual Report for the fiscal year ended December 31,
1990.  The December 31, 1990 Amended Annual Report was filed with
the Commission on or about August 15, 1991.  Prior to 1998, the
last Quarterly Report on Form 10-Q filed by the Company with the
Commission was a Quarterly Report for the period ended September
30, 1991.  The September 30, 1991 Quarterly Report was filed with
the Commission on or about December 9, 1991.  In order to render
itself current with its reporting obligations under the 1934 Act,
the Company has prepared and will simultaneously file with the
Commission Annual Reports on Form 10-KSB for the years ended
December 31, 1991, 1992, 1993, 1994, 1995, 1996 and 1997, and
Quarterly Reports on Form 10-QSB for the quarterly periods ended
March 31, June 30, and September 30, 1992, 1993, 1994, 1995, 1996
and 1997.  The Company has been advised by its independent auditors
that the Company is unable to complete and file audited financial
statements for the Company's fiscal years ended December 31, 1991
and 1992.  The Company, therefore, used its best efforts to compile
financial statements which are as complete as possible in
accordance with audit requirements for the fiscal periods ended
December 31, 1991 and 1992.  The Company has completed and filed
with the Commission audited financial statements prepared in
accordance with general accepted accounting principles for the
fiscal periods ended December 31, 1993, 1994, 1995, 1996, and 1997.

In 1991, the Company sold its only operating assets realizing a
loss of approximately $1,655,000.  The Company has not engaged in
any business activities since and has written off all material
assets which it had on its books at December 31, 1991.  At December
31, 1997, the only assets which the Company possessed was
approximately $29,000 after expenses which was paid in cash by the
Buyers in exchange for the issuance of 3,100,000 new shares of
Common Stock.  The Company is utilizing the funds received from the
Buyers to bring the Company current in its reporting obligation
under the 1934 Act and to pay certain obligations of the Company,
including certain past due and current accounting and legal fees,
stock transfer agent fees, franchise taxes, state and federal
taxes, and other expenses, to operate and maintain the Company, to
continue to fulfill the Company's reporting obligations, and to
attempt to seek out a suitable business opportunity.  As a result
of the Company's limited assets and the potential for other
presently unforeseeable obstacles, there can be no assurance that
the Company will be successful in this effort.  See "Business".

Financial Condition

At December 31, 1996, the Company had current assets and total
assets of $ -0- as compared to current assets and total assets of
$ -0- at December 31, 1995; total liabilities of $ -0-, as compared
to total liabilities of $ -0- at December 31, 1995 and a net worth
of $ -0-, as compared to a net worth of $ -0- at December 31, 1995.


<PAGE>    7


Liquidity

Since the Company's operating expenses, in management's opinion,
will be minimal during the Company's 1998 fiscal year and until the
Company is able to engage in meaningful operations, the Company
does not now anticipate a liquidity deficiency.  It is anticipated
that the Company's current management and others will fund the
Company's operations, if required, by loans and/or contributions of
capital.  The Company has no present commitment that is likely to
result in its liquidity increasing or decreasing in any material
way.  In addition, the Company knows of no trend, additional
demand, event or uncertainty that will result in, or that are
reasonably likely to result in, the Company's liquidity increasing
or decreasing in any material way.


Capital Resources

The Company has no material commitments for capital expenditures.
The Company knows of no material trends, favorable or unfavorable,
in the Registrant's capital resources.  The Company has no
outstanding credit lines or credit commitments in place and has no
current need for financial credit.


Results of Operations

The Company has not had any operations whatsoever since 1991.  The
Company had no revenues for the fiscal year ended December 31,
1996.  Similarly, during the fiscal year ended December 31, 1996,
the Company had no expenses.  Similarly, during 1996 the Company
did not engage in any meaningful operations.

The Registrant knows of no trends or uncertainties that had, or
that the Company reasonably expects will have, a materially
favorable or unfavorable impact on net sales, revenues or income
from continuing operations.  Other than expenses incurred in the
preparation and filing of its delinquent and current reports on
Forms 10-KSB and Forms 10-QSB, the Registrant knows of no events
that will cause a material change in the relationship between its
costs and revenues.  The Company's income has been unaffected by
inflation.  See "Business".


<PAGE>    8


ITEM 7.  FINANCIAL STATEMENTS


<PAGE>    9







                   INDEPENDENT AUDITORS' REPORT


We have audited the accompanying balance sheet of Tele-Optics,
Inc., as of December 31, 1996 and the related statements of
operations, shareholders' equity and cash flows for the years
December 31, 1996 and 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used in significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Tele-
Optics, Inc., as of December 31, 1996, and the results of
operations, shareholders' equity and its cash flows for the years
December 31, 1996 and 1995 in conformity with generally accepted
accounting principles.

As discussed in Note 5, as of December 31, 1996, the Company had
disposed of its operating subsidiary, Lenzar Optics Corp. in 1991,
and rescinded a subsequent acquisition with Fantasia Homes, Inc.,
in 1992. Accordingly, the Company effectively had no assets or
business operations since 1992. These factors raise substantial
doubt as to the company's ability to continue as a going concern
unless management can acquire a profitable operation and develop
the necessary cash flows to meet financial obligations as they
become due.



                              Wlosek & Braverman, L.L.C.
                              Certified Public Accountants

Clifton, New Jersey


<PAGE>    10

                        TELE-OPTICS, INC.
                          BALANCE SHEET
                     AS OF DECEMBER 31, 1996



                              ASSETS

                                                             $     -
                                                             ===========
               LIABILITIES AND SHAREHOLDERS' EQUITY


Liabilities                                                  $     -
                                                             -----------

Shareholders' Equity:
   Common stock, par value, $.01 per share;
   authorized, 5,000,000 shares; issued,
   1,690,000; outstanding, 1,640,000 shares                       16,400

   Additional paid-in capital                                  1,863,042
   Retained earnings (deficit)                                (1,704,354)
                                                             -----------
                                                                 175,088

   Less: Treasury stock, 50,000 shares at cost                   175,088
                                                             -----------
          Total Shareholders' Equity                               -
                                                             -----------
                                                             $     -
                                                             ===========

See notes to financial statements.




<PAGE>    11

                        TELE-OPTICS, INC.
                     STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                      For the Years Ended
                                                          December 31,
                                                   1996                 1995
                                                 ---------           ----------
<S>                                              <C>                 <C>

Revenues                                        $    -               $    -

Costs and Expenses                                   -                    -
                                                -----------          ----------

Net income (loss)                               $    -               $    -
                                                ===========          ==========

Net income (loss) per share                     $     -              $    -
                                                ===========          ==========

Average number of shares outstanding              1,640,000           1,640,000
                                                ===========          ==========

</TABLE>







See notes to financial statements.



<PAGE>    12


                                      TELE-OPTICS, INC.
                             STATEMENT OF SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>                                                                                    Treasury
                                                                   Addit'l     Retained      Stock
                                             Common Stock          Paid-in     Earnings      50,000
                                           # Shares    Amount      Capital     (Deficit)     Shares       Total
<S>                                        <C>         <C>         <C>         <C>           <C>          <C>

Balance at December 31, 1994               1,640,000   $ 16,400    $1,863,042  $(1,704,354)  $( 175,088)  $    -

Net income (loss) for the year ended
 December 31, 1995                                                                  -                          -
                                           ---------   --------    ----------  -----------   ----------   ----------
Balance at December 31, 1995               1,640,000     16,400     1,863,042   (1,704,354)   ( 175,088)       -

Net income (loss) for the year ended
 December 31, 1996                                                                  -                          -
                                           ---------   --------    ----------  -----------   ----------   ----------
Balance at December 31, 1996               1,640,000   $ 16,400    $1,863,042  $(1,704,354)  $( 175,088)  $    -
                                           =========   ========    ==========  ===========   ==========   ==========


</TABLE>


See notes to financial statements.



<PAGE>    13



                         TELE-OPTICS, INC.
                     STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                      For the Years Ended
                                                December 31,        December 31,
                                                   1996                1995
                                                -----------         ------------
<S>                                             <C>                 <C>

Cash Flows from:

Operating Activities:                           $     -              $     -

Investing Activities:                                 -                    -

Financing Activities:                                 -                    -
                                                ----------           ----------
Increase (decrease) in Cash                           -                    -

Cash balance, beginning                               -                    -
                                                ----------           ----------
Cash balance, end                               $     -              $     -
                                                ==========           ==========

</TABLE>


See notes to financial statements.



<PAGE>    14



                        TELE-OPTICS, INC.
                  NOTES TO FINANCIAL STATEMENTS




NOTE 1:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Basis of Presentation:

       Tele-Optics, Inc. (the Company) was incorporated on
       December 31, 1986 and on that date and in early 1987,
       issued a total of 1,000,000 shares of its $0.01 par value
       common stock as follows: (a). 100,000 shares at
       incorporation, (b). 101,216 shares to its founder and
       21,000 shares to others for the rights to certain property
       and technology, (c).  33,500 shares in consideration of
       services rendered to the Company and (d). 744,284 shares in
       exchange for all outstanding stock of Lenzar Optics
       Corporation (Lenzar).


       Public Offering:

       Pursuant to a public offering in 1987, the Company issued
       690,000 shares of its common stock, par value $.01 per
       share along with 690,000 warrants to purchase one share of
       common stock at $4.00 per share at any time prior to August
       11, 1989.  No warrants were exercised prior to expiration.
       In connection with the public offering, the Company
       received proceeds of $1,820,864 net of offering costs of
       $594,136. The net proceeds were credited to common stock at
       par value of $6,900 and $1,813,964 was credited to
       additional paid-in capital.


  Treasury Stock:

       In November, 1987, the Company purchased 50,000 of its $.01
       par value common stock in the open market at an aggregate
       cost of $175,088.


       Cash Flow Statements:

       The Company considers all highly liquid investments, with
       a maturity date of three months or less when purchased, to
       be cash equivalents.



<PAGE>    15

                         TELE-OPTICS, INC.
                  NOTES TO FINANCIAL STATEMENTS




NOTE 2:   CERTAIN TRANSACTIONS

       The Company was incorporated in December 1986 for the
       purpose of acquiring all of the common stock of Lenzar
       Optics, Inc. ("Lenzar"). Lenzar was then engaged in
       development, manufacture and marketing of a variety of
       optical, electronic and electro-optical products for use in
       the medical and defense industries. In August, 1991, the
       company sold all assets related to Lenzar's operations to
       an unrelated third party. Following that sale, the Company
       had no active business operations and intended to liquidate
       its assets. In December, 1991, the Company entered into an
       agreement to acquire all of the issued and outstanding
       common stock of Fantasia Home, Inc., "Fantasia".  In May,
       1992, however, the Company rescinded the Fantasia
       Acquisition and canceled all shares of its common stock
       issued in connection with the Fantasia Agreement.  Since
       rescission of the Fantasia Agreement, the Company intended
       to investigate the possibility of acquiring a potential
       business opportunity; however, the Company does not possess
       the capital necessary to effectively pursue any such
       acquisition.  In connection with the rescission of the
       Fantasia agreement, the Company canceled 3,162,912 shares
       of its common stock issued to Mr. Malcolm Roy (Fantasia's
       sole shareholder and President.)  The rescission was deemed
       to be effective as of the acquisition date and,
       accordingly, no share transactions are reported in the
       accompanying financial statements.



NOTE 3:   NOTE RECEIVABLE

       Pursuant to the rescission of the Fantasia acquisition in
       May, 1992, Mr. Malcolm Roy executed a note in favor of the
       Company in order to reimburse for expenditures made on
       behalf of the real estate operations of Fantasia and any of
       its related companies.  The Company gave effect to this
       reimbursement as of December 31, 1991 in the accompanying
       financial statements.  The note had a five year term with
       a maturity date in May, 1997.  The note was dishonored at
       maturity and, accordingly, the Company reported the
       corresponding loss in 1992.



<PAGE>    16


                        TELE-OPTICS, INC.
                  NOTES TO FINANCIAL STATEMENTS





NOTE 4:   LIQUIDATION AND DISSOLUTION RESCISSION

       On August 29, 1991, the stockholders, at a special meeting,
       approved the sale of Lenzar, the Company's operating
       subsidiary.  In connection therewith, the stockholders
       approved a plan of liquidation and dissolution. In May
       1992, the stockholders rescinded the plan of liquidation
       and dissolution. The Board of Directors approved a proposal
       that the Company shall aggressively seek a merger or
       acquisition partner in an effort to enhance shareholder
       value.


NOTE 5:   GOING CONCERN UNCERTAINTY

       As of December 31, 1991, the Company had disposed of its
       wholly-owned operating subsidiary, Lenzar Optics Corp. and,
       subsequently, in 1992,  rescinded the acquisition of
       Fantasia Homes, Inc., (see Note 2). Thus, the Company
       effectively had no operations and was seeking a merger or
       acquisition partner for future operations. Further, as of
       December 31, 1996 and 1995, the Company had no assets or
       shareholders' equity.  These factors raise substantial
       doubt as to the Company's ability to continue as a going
       concern unless management can acquire a profitable
       operation and develop the necessary cash flow to meet
       financial obligations as they become due.  Presently,
       management is attempting to fulfill these objectives by
       bringing the Company into compliance with the filing
       requirements of the Securities and Exchange Commission.




<PAGE>  17



ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AN FINANCIAL DISCLOSURE

On January 31, 1991, the Company dismissed Ernst & Young (E&Y) as
the Company's independent certified public accountants.  The
decision to change accountants was approved by the Company's Board
of Directors.  During the Company's two most recent fiscal years
and the subsequent interim period preceding the dismissal of E&Y,
there were no disagreements with the former accountant on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved
to the satisfaction of E&Y, would have been referred to in their
report.  The report of E&Y on the Company's 1990 financial
statements contained a disclosure expressing the auditors
substantial doubt about the ability of the Company to continue as
a going concern.  Pursuant to Item 304(a) of Regulation S-K, the
Company filed a letter with the Commission stating whether it
agreed with the statements made by the Company in response to Item
304(a) and, if not, stating the respects in which they did not
agree.

In connection with the change of control of the Registrant, on
November 21, 1997, the Registrant changed accountants beginning
with the audit of its Financial Statements for the year ended
December 31, 1991, to Wlosek and Braverman, Certified Public
Accountants ("Wlosek & Braverman").

In connection with the audit of the Registrant's financial
statements for the fiscal years ended December 31, 1993, 1994, 1995
and 1996, there were no disagreements, disputes, or differences of
opinion with Wlosek & Braverman on any matters of accounting
principles or practices, financial statement disclosure, or
auditing scope and procedures, which, if not resolved to the
satisfaction of Wlosek & Braverman would have caused Wlosek &
Braverman to make reference to the matter in its report.  In all
instances, however, in light of the Company's lack of commercial
operations, the auditor's report raises substantial doubt about the
Company's ability to continue as a going concern.



<PAGE>    18

                             PART III


Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
          ACT

The directors and executive officers of the Company as of the date
of this report are as follows:


Name                       Age              Position

John P. Little             57               President and Director

Bert L. Gusrae             62               Vice President and
                                            Director

David A. Carter            48               Secretary/Treasurer and
                                            Director

John P. Little joined the Company in 1991 as a director and has
served as President and as a director of the Company since 1992.
Mr. Little is also President of Southern Leasing Services, Inc., an
equipment leasing company with offices in North Palm Beach and
Tampa, Florida.  From October, 1993 to December, 1997, Mr. Little
was also Senior Vice President of Trans-Ocean Investment
Corporation, an advisor to individuals and corporations with regard
to investment possibilities within Europe.  Mr. Little holds the
Bachelors Business Administration degree from the University of
Mississippi with emphasis in banking, finance and accounting.  Mr.
Little also operates a consulting practice providing services to
international business investors requiring local contacts and
banking practices knowledge, principally in the Carribean basin.
In his consulting practice, Mr. Little emphasizes the formation of
international business corporations, trusts and other business
entities engaged in international business and investments.

Bert L. Gusrae has been a Vice-President and a Director of the
Company since November 21, 1997.  Mr. Gusrae is an attorney, and
during the past five years, he has been of counsel to David A.
Carter, P.A., and Gusrae, Kaplan & Bruno.  During the past five
years, Mr. Gusrae was a director of the following public companies:
The 87 Acquisition Corp. and ATC Capital Group, Ltd.  Mr. Gusrae is
no longer a director of either company.

David A. Carter has been Secretary/Treasurer and a Director of the
Company since November 21, 1997.  Mr. Carter has managed a legal
practice under the name David A. Carter, P.A. since October 1990.
During the past five years, Mr. Carter has been an officer and
director of the following public companies: The 87 Acquisition
Corp., The Rothchild Companies, Inc., ATC Capital Group, Ltd. and
Action Products International, Inc.  Mr. Carter is no longer a
director of any of these companies.


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's officers and directors, and persons
who own more than ten percent of a registered class of the
Company's equity securities (collectively the "Reporting Persons")
to file reports and changes in ownership of such securities with
the Securities and Exchange Commission and the Company.  Based
solely upon a review of (i) Forms 3 and 4 and amendments thereto
furnished to the Company pursuant to Rule 16a-3(e), promulgated
under the Exchange Act, during the Company's fiscal year ended
December 31, 1996 and (ii) Forms 5 and any amendments thereto
and/or written representations furnished to the Company by any
Reporting Persons stating that such person was not required to file
a Form 5 during the Company's fiscal year ended December 31, 1997,


<PAGE>    19


it has been determined that no Reporting Persons were delinquent
with respect to such person's reporting obligations set forth in
Section 16(a) of the Exchange Act.


Item 10.  EXECUTIVE COMPENSATION

The following table sets forth summary compensation information
with respect to compensation paid by the Company to the Chief
Executive Officer of the Company ("CEO") and the Company's four
most highly compensated executive officers other than the CEO, who
were serving as executive officers during the Company's fiscal
years ended December 31, 1992; and December 31, 1993 through 1996;
and December 31, 1997.

                     SUMMARY COMPENSATION TABLE - 1992

<TABLE>
<CAPTION>
                                          Annual Compensation                      Long Term Compensation
                                  -------------------------------   -----------------------------------------------------
                                                                         Awards                          Payments
                                                                   -----------------------       ------------------------
                                                               Restricted Securities
Name of Individual                                  Other Annual   Stock        Underlying/      LTIP        All Other
and Principal Position    Year    Salary    Bonus   Compensation   Award(s)     Options/SARs     Payouts     Compensation
<S>                       <C>     <C>       <C>     <C>            <C>          <C>              <C>         <C>

John P, Little (1)        1992    $51,803    -0-    $7,347           -0-             -0-           -0-            -0-
  President

__________________________________________

</TABLE>

(1)  In addition to compensation, during the period extending from
     December 31, 1990 through December 31, 1996, Mr. Little was
     reimbursed by the Registrant for out-of-pocket expenses in the
     aggregate amount of $7,347.


The following table sets forth summary compensation information
with respect to compensation paid by the Company to the Chief
Executive Officer of the Company ("CEO") and to the Company's four
most highly compensated executive officers other than the CEO, who
served as executive officers during the Company's fiscal years
ended December 31, 1993 through December 31, 1996.


             SUMMARY COMPENSATION TABLE - (1993 through 1996)


<TABLE>
<CAPTION>
                                          Annual Compensation                      Long Term Compensation
                                  -------------------------------   -----------------------------------------------------
                                                                         Awards                          Payments
                                                                   -----------------------       ------------------------
                                                               Restricted Securities
Name of Individual                                  Other Annual   Stock        Underlying/      LTIP        All Other
and Principal Position    Year    Salary    Bonus   Compensation   Award(s)     Options/SARs     Payouts     Compensation
<S>                       <C>     <C>       <C>     <C>            <C>          <C>              <C>         <C>

John P, Little            1993 -
  President               1996      -0-      -0-         -0-         -0-            -0-             -0-         -0-
__________________________________________

</TABLE>


<PAGE>    20


The following table sets forth summary compensation information
with respect to compensation paid by the Company to the Chief
Executive Officer of the Company ("CEO") and the Company's four
most highly compensated executive officers other than the CEO, who
were serving as executive officers during the Company's fiscal year
ended December 31, 1997.

                    SUMMARY COMPENSATION TABLE - (1997)


<TABLE>
<CAPTION>
                                          Annual Compensation                      Long Term Compensation
                                  -------------------------------   -----------------------------------------------------
                                                                         Awards                          Payments
                                                                   -----------------------       ------------------------
                                                               Restricted Securities
Name of Individual                                  Other Annual   Stock        Underlying/      LTIP        All Other
and Principal Position    Year    Salary    Bonus   Compensation   Award(s)     Options/SARs     Payouts     Compensation
<S>                       <C>     <C>       <C>     <C>            <C>          <C>              <C>         <C>

John P, Little
  President               1997    $ -0-     $ -0-    $ -0-           -0-            -0-            -0-          -0-

Bert L. Gusrae
  Vice President          1997    $ -0-     $ -0-    $ -0-           -0-            -0-            -0-          -0-

David A. Carter
  Secretary/Treasurer     1997    $ -0-     $ -0-    $ -0-           -0-            -0-            -0-          -0-


</TABLE>



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The following table sets forth, as of March, 15, 1999, certain
information concerning beneficial ownership of the Company's Common
Stock by (i) each person known to the Company to own 5% or more of
the Company's outstanding Common Stock, (ii) all directors of the
Company and (iii) all directors and officers of the Company as a
group:

<TABLE>
<CAPTION>
                               Shares
Name and Address               Beneficially                 Percent of
of Beneficial Owner            Owned (1)                    Class
<S>                            <C>                          <C>

David A. Carter                750,000                      15.0%
21218 St. Andrews Blvd.
Suite 642
Boca Raton, Florida 33431

Bert L. Gusrae                 750,000                      15.0%
21218 St. Andrews Blvd.
Suite 642
Boca Raton, Florida 33431

Alicia M. LaSala               750,000                      15.0%
6674 Serena Lane
Boca Raton, Florida 33433

MIV, Inc.(2)(3)                550,000                      11.0%
600 Sandtree Drive
Suite 206-A
Palm Beach Gardens, FL 33403

</TABLE>


<PAGE>   21


Contd...

<TABLE>
<CAPTION>
                               Shares
Name and Address               Beneficially                 Percent of
of Beneficial Owner            Owned (1)                    Class
<S>                            <C>                          <C>

Austral Financial
Services, Inc.(2)(3)           400,310                      8.0%
600 Sandtree Drive
Suite 206-A
Palm Beach Gardens, FL 33403

Leonard Marshall               300,000                      6.0%
21756 Marigot Drive
Boca Raton, Florida 33436

Eugene M. Kennedy              300,000                      6.0%
517 S.W. 1st Avenue
Ft. Lauderdale, FL 33301

All Directors and Executive
 Officers as a Group
 (3 persons)                  3,200,310                     64.0%
________________________

</TABLE>


(1)  As used herein, the term beneficial ownership with respect to
     a security is defined by Rule 13d-3 under the Securities
     Exchange Act of 1934 as consisting of sole or shared voting
     power (including the power to vote or direct the vote) and/or
     sole or shared investment power (including the power to
     dispose or direct the disposition of) with respect to the
     security through any contract, arrangement, understanding,
     relationship or otherwise, including a right to acquire such
     power(s) during the next 60 days.  Unless otherwise noted,
     beneficial ownership consists of sole ownership, voting and
     investment rights.

(2)  Carole A. Little is the beneficial owner of 100% of the issued
     and outstanding securities of MIV, Inc.  The Registrant's
     President and director, John P. Little claims beneficial
     ownership of all of MIV, Inc.'s Common Stock.   The MIV, Inc.
     Tele-Optic shares should be deemed controlled by and
     attributed to Mr. Little.  The Registrant's President and
     director, John P. Little, is the beneficial owner of 100% of
     the issued and outstanding securities of Austral Financial
     Services, Inc.  The Austral Financial Services, Inc. Tele-
     Optic shares should be deemed controlled by, and attributed
     to, Mr. Little.  Mr. Little should be deemed to be in control
     of 19% of the Registrant's voting stock.

(3)  Carole A. Little and John P. Little are husband and wife.
______________________


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 10, 1991, the Company entered into an acquisition
agreement with Malcolm R. Roy and Fantasia Homes, Inc. to acquire
all of the issued and outstanding common stock of Fantasia Homes,
Inc. from Mr. Roy, its President and sole shareholder.  Fantasia
Homes, Inc. had a wholly owned subsidiary, Casa Del Rey Ventures,
II, Inc. which was in the business of selling single family
residential properties that it owns in Palm Beach County, Florida.
In exchange for the stock of Fantasia Homes, Inc., the Company
issued 3,162,912 shares of its common stock to Mr. Roy,


<PAGE>   22


constituting 65.85% of the Company's issued and outstanding common
stock.  The transaction was approved by the Company's Board of
Directors in accordance with Delaware law and Mr. Roy, John Little
and Alex Brunner were elected as Directors of the Company.  Mr. Roy
was also elected as an officer of the Company.

On December 9, 1991, Mr. Roy obtained an assignment of Stock
Purchase Agreement between Austral Financial Services, Inc. and H.
Bradley Ganther for the right to acquire 203,219 shares of the
Company's common stock and closed the sale on the same date.  Mr.
Roy also obtained an option to acquire 239,619 shares of the
Company's common stock from James E. Davis and Marjorie Davis at
various exercise prices over a twenty-four (24) month period
beginning on December 9, 1991.  During the period of the option,
Mr. Roy had the right to vote the shares owned by Mr. and Mrs.
Davis pursuant to a voting trust agreement.  The option was not
exercised prior to expiration.

On May 22, 1992, the Company rescinded the transaction, which
included the Acquisition Agreement with Malcolm R. Roy and Fantasia
Homes, Inc. which the Company had entered into on December 10,
1991.  The recission of the transaction was approved by the
Company's Board of Directors in accordance with Delaware law.  In
addition, on May 22, 1992, Malcolm Roy and Alex Brunner resigned
from the Company's Board of Directors and Mr. Roy also resigned as
President.  John P. Little assumed the position of President of the
Company and remained as a Director.  The Board of Directors agreed
to hold harmless Malcolm Roy for any acts performed by him in good
faith as an officer and director of the Company.

The Board of Directors unanimously approved recission of the Plan
for Liquidation and Dissolution adopted by the Directors and
Shareholders of the Company on August 29, 1991, and approved
placing ratification of the recission on the agenda for the annual
meeting of shareholders for the year 1992.  The Board of Directors
unanimously approved the Company seeking a merger or acquisition
partner in an effort to enhance shareholder value.

On November 21, 1997, (the "Closing Date"), new investors,
including the Company's current management (the "Buyers"),
completed the purchase of an aggregate of 3,100,000 shares of the
Company's Common Stock (the "Purchased Shares"), representing
approximately sixty-two (62%) percent of the Company's issued and
outstanding Common Stock as of the Closing Date.  The Purchased
Shares were acquired from the authorized but previously unissued
shares of the Company's Common Stock.  As part of the aggregate
purchase price for the Purchased Shares, the Buyers agreed to pay
certain obligations of the Company, including certain past due and
current accounting and legal fees, stock transfer agent fees,
franchise taxes, state and federal taxes, and other expenses
incurred or to be incurred in connection with bringing the Company
current with respect to reporting obligations under the 1934 Act.
As a result, the Company has filed certain disclosure documents
with the Commission, including Annual Reports on Form 10-KSB for
the years ended December 31, 1991, 1992, 1993, 1994, 1995, 1996 and
1997, and Quarterly Reports on Form 10-QSB for the three month
periods ended March 31, June 30, and September 30, 1992, 1993,
1994, 1995, 1996, 1997 and 1998.  Simultaneously with the
acquisition of the Purchased Shares, an additional 300,000 shares
of the Company's Common stock was issued to a member of the law
firm which represented the Company in connection with the
transaction.  See "Financial Statements".


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

(a)(3)    The following Exhibits are incorporated as part of this
          report

    3.1   Certificate of Incorporation[1]

    3.2   By-laws[1]


<PAGE>    23

    3.3 Form of certificate evidencing shares of Common Stock[1]

_________________

         1     Filed as an exhibit to the Company's Registration
               Statement on Form S-18 (File No: 33-13609-A) and
               incorporated herein by reference.


(b)  Reports on Form 8-K

     The Company did not file any reports on Form 8-K during the
     quarter ended December 31, 1996.  The last Current Report on
     Form 8-K filed by the Company was dated December 23, 1991, and
     reported as Items 1 and 2, that the Company entered into an
     agreement with Malcolm Roy and Fantasia Home, Inc.  That
     agreement was subsequently rescinded in its entirety.  The
     Company has not filed any subsequent Current Reports on Form
     8-K.


<PAGE>    24

                                 SIGNATURES


In accordance with the requirements of Section 13 and 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                     TELE-OPTICS, INC.



Dated: April 30, 1999                By:/s/John P. Little
                                        John P. Little,
                                        President and Director



In accordance with the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates
indicated.

Signature               Capacity                  Date



/s/John P. Little       President and Director     April 30, 1999
John P. Little


/s/Bert L. Gusrae       Vice President and         April 30, 1999
Bert L. Gusrae          Director


/s/David A. Carter      Secretary/Treasurer and    April 30, 1999
David A. Carter         Director