SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended April 30, 1999.

                                       or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ____________ to ____________

                       Commission File Number 33-19048-NY

                         MURRAY UNITED DEVELOPMENT CORP.
                         -------------------------------
        (Exact Name of Small Business Issuer as specified in its charter)


                Delaware                                  22-2856171
   -------------------------------          ------------------------------------
   (State or other jurisdiction of          (I.R.S. employer identification no.)
    incorporation or organization)


  P.O. Box 224, Landing, New Jersey                         07850
--------------------------------------                    ----------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code      (908) 979-3025
                                                        --------------

                                    No Change
           ----------------------------------------------------------
           (Former Name, Former Address, if changed since last report)

Indicate by check mark whether the Issuer:

(1)  Has filed all reports required to be filed by Section 13 or 15(d) of the
     Exchange Act during the past 2 months (or for such shorter period that the
     registrant was required to file such reports):

     Yes [ ]            No [X]

(2)  Has been subject to such filing requirements for the past 90 days.

     Yes [X]            No [ ]

60,953,434 shares of the registrant's Common Stock ,$.0001 per share, were
outstanding as of January 5, 2000.


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                      MURRAY UNITED DEVELOPMENT CORPORATION
                      (A Company in the Development Stage)

                                BALANCE SHEETS
                                   (UNAUDITED)
                                     ASSETS
                                     ------


                                   APRIL 30,1999           JULY 31,1998
                                   -------------           ------------

Current assets
    Cash & cash equivalents          $ 10,075                $ 12,675
                                     --------                --------
    Total current assets               10,075                  12,675
                                     --------                --------

Furniture & equipment, at cost,
 net of accumulated depreciation       91,866                 100,880
                                     --------                --------
    Total Assets                     $101,941                $113,555
                                     ========                ========




    The accompanying notes are an integral part of the financial statements.

                                       2

<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                      MURRAY UNITED DEVELOPMENT CORPORATION
                      (A Company in the Development Stage)

                                 BALANCE SHEETS
                                   (UNAUDITED)
                                 LIABILITIES AND
                            STOCKHOLDERS' DEFICIENCY


                                                APRIL 30,1999      JULY 31, 1998
                                                -------------      -------------

Current liabilities:
    Accounts payable and Accrued Expenses       $   377,822        $   425,476
    Note payable-Stockholder                        457,890                  -
    Accured Interest payable                         47,748                  -
                                                -----------        -----------
    Total current liabilities                       883,460            425,476

Other liabilities:
    Accrued Interest Payable                              -            133,466
    Notes payable-other stockholder                 457,890            673,814
                                                -----------        -----------
    Total other liabilities                         457,890            807,280
                                                -----------        -----------
    Total liabilities                             1,341,350          1,232,756
                                                -----------        -----------
Stockholders' deficiency:

Common Stock, par value $.0001:
    Authorized 200,000,000 shares;
    issued and outstanding 60,953,434 shares          6,096              6,096
Additional paid-in capital                        2,119,599          2,119,599
Deficit accumulated in the development stage     (3,365,104)        (3,244,897)
                                                -----------        -----------
    Total stockholders' deficiency               (1,239,409)        (1,119,202)
                                                -----------        -----------
    Total Liabilities and Stockholders' Equity  $   101,941        $   113,554
                                                ===========        ===========



    The accompanying notes are an integral part of the financial statements.

                                       3


<PAGE>

                      MURRAY UNITED DEVELOPMENT CORPORATION
                      (A Company in the development Stage)

                            STATEMENTS OF OPERATIONS
                FOR THE NINE MONTHS ENDED APRIL 30, 1999 AND 1998
                  AND CUMULATIVE AMOUNTS FROM OCTOBER 13, 1987
                               (DATE OF INCEPTION)
                                   (UNAUDITED)


                                                FOR THE NINE MONTHS
                                                   ENDED APRIL 30
                                      -----------------------------------------
                                       1999           1998          INCEPTION
                                      ------         ------       -------------
INCOME
------
Interest income                    $         -    $         -     $     66,465
                                   -----------    -----------      -----------
Totals                             $         -    $         -     $     66,465
                                   -----------    -----------      -----------
EXPENSES
--------
Research and Development costs          14,750              -          854,653
Licensing fees stock holder
  and affiliate                              -              -           57,260
General and administrative
  expenses                              57,710         30,020        2,240,511
Interest expense Stockholder
  and affiliate                         47,748         34,907         279,1145
                                   -----------    -----------      -----------
Total Expenses                         120,208         64,927        3,431,569
                                   -----------    -----------      -----------
Net loss                             $(120,208)   $   (64,927)     $(3,365,104)
                                   ===========    ===========      ===========



     The accompanying notes are an integral part of the financial statements.

                                        4


<PAGE>


                      MURRAY UNITED DEVELOPMENT CORPORATION
                      (A Company in the development Stage)

                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED APRIL 30, 1999 AND 1998
                  AND CUMULATIVE AMOUNTS FROM OCTOBER 13, 1987
                               (DATE OF INCEPTION)
                                   (UNAUDITED)

                                                 THREE MONTHS ENDED APRIL 30
                                                 ---------------------------

                                                    1999            1998
                                                    ----            ----

Interest income                                   $      -       $      -
Research and Development costs                           -              -
Licensing fees-stock holder and affiliate                -              -
General and administrative expenses                 28,035          9,211
Interest expense-stock holder and affiliate         16,896         11,395
                                                  --------       --------
Total Expenses                                     (44,931)       (20,606)
                                                  --------       --------
Net loss                                          $(44,931)      $(20,606)
                                                  --------       --------
Net loss per common share                         $   (nil)      $   (nil)



     The accompanying notes are an integral part of the financial statements.

                                        5


<PAGE>



<TABLE>
<CAPTION>
                      MURRAY UNITED DEVELOPMENT CORPORATION
                      (A COMPANY IN THE DEVELOPMENT STAGE)

                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
 NINE MONTHS ENDED APRIL 30, 1999 AND CUMULATIVE AMOUNTS FROM OCTOBER 13, 1987 (DATE 0F INCEPTION)
                                   (UNAUDITED)


                                                                      Deficit
                                                                    Accumulated
                             Common                  Additional        in the
                          Stock Number                Paid in       Development
Insurance For:              of Shares      Amount     Capital          Stage         Total
-------------            -------------     ------    ----------    ------------      -----
<S>                      <C>               <C>       <C>           <C>           <C>
Balance July 31, 1998     $60,953,434     $6,096     $2,119,599    $(3,244,897)  $(1,119,202)

Net loss for the nine
 months ended
 April 30, 1999                                                       (119,208)     (119,202)
                          -----------     ------     ----------    -----------   -----------
Balance, April 30, 1999     60,953,43     6,096       2,119,599     (3,364,105)   (1,238,410)
                          ===========     ======     ==========    ===========   ===========


</TABLE>


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

                                        6


<PAGE>


                      MURRAY UNITED DEVELOPMENT CORPORATION
                      (A Company in the Development Stage)

                            STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED APRIL 30, 1999 and 1998
                    CUMULATIVE AMOUNTS FROM OCTOBER 13, 1987
                               (DATE OF INCEPTION)
                                   (UNAUDTIED)

<TABLE>
<CAPTION>

                                                        NINE MONTHS ENDED APRIL 30,
                                                   --------------------------------------

                                                     1999          1998        Cululative
                                                   --------      --------      ----------
<S>                                                <C>           <C>          <C>
Operating activities:
Net Loss                                           (129,208)     (64,927)     (3,365,104)
Adjustments to reconcile net loss to
  net cash used in operating activities:
Depreciaiton                                          9,014       10,857         168,630
Expenses paid through issuance of common
  stock by:
    Company                                               -            -         175,035
    Principal Stockholder                                 -            -         220,900
Changes in operating assets and liabilities:
    Security Deposits                                     -            -               -
    Prepaid expenses                                      -        1,305               -
    Accounts Payable  Accrued Expenses             (133,372)      46,949         425,570
                                                  ---------     --------     -----------
Net cash used in operating activities              (253,566)      (5,816)     (2,374,969)
                                                  ---------     --------     -----------
Investing Activities:
    Purchase of furniture and  equipment                  -            -        (260,497)
                                                  ---------     --------     -----------
Net cash provided by (used in) investing
  activities                                               -            -       (260,497)
                                                  ---------     --------     -----------
Financing activities:
    Note payable to stock holder: Proceeds        $ 241,966     $  6,185      $  967,447
    Principal payments                                    -            -         (51,667)
    Proceeds from the issuance of common stock            -            -       1,729,760
                                                  ---------     --------     -----------
Net cash provided by financing activities           241,966        6,185       2,645,540

Net increase (decrease) in cash and cash
  equivalents                                        (2,600)         369           1,075
Cash and cash equivalents, beginning of period       12,675          677               -
                                                  ---------     --------     -----------
Cash and cash equivalents, end of period          $  10,075     $  1,046     $    10,075
                                                  ---------     --------     -----------
Supplemental disclosure of cash flow data:
    Interest paid                                 $       -     $      -
                                                  ---------     --------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                        7


<PAGE>


Note 1 - Organization and business and basis of presentation:

In the opinion of management, the accompanying unaudited condensed financial
statements reflect all adjustments, consisting of normal recurring accruals
necessary to present fairly the Company's financial position as of April 30,
1999 and its results of operations and cash flows for the nine months ended
April 30, 1999. These unaudited condensed financial statements should be read in
conjunction with the financial statements and other information in the 1998 Form
10-KSB.

The Company was incorporated on October 13, 1987 under the laws of the State of
Delaware. It was organized to further develop and exploit commercially certain
technology for a rotary internal combustion engine that would utilize
alternative fuels. The patent and related rights to the use of the technology
have been assigned to the Company.

The Company has been in the development stage since inception. Activities of the
Company have been limited to the acquisition of funds from the sale of its
common stock; the acquisition of the licensing rights for and, subsequently,
title to, the engine technology; research and development related to the
development of an initial fuel-driven prototype of the engine that was
successfully tested on a preliminary basis in January 1990; and the additional
testing and development of the engine prototype to obtain performance data for
the demonstration of the engine to potential licensees. The Company intends to
continue to conduct research and development activities with respect to the
manufacture of a rotary engine during the ensuing twelve month period
principally through Southwest Research Institute, assuming it is able to raise
the funds necessary to conduct such research, of which there can be no
assurances.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. However, as of April 30, 1999, the
Company had not been able to commercially utilize its engine technology to
generate revenues or cash flows from operating activities. As a result, it has
suffered recurring losses from operations from inception that have generated the
net stockholders' deficiency of $1,239,409 as of April 30, 1999 and have also
generated significant working capital deficiencies from time to time. Management
does not expect the Company to generate any significant revenues or positive
operating cash flows during the twelve-month period subsequent to April 30,
1999. The limited amount of liquid resources available at April 30, 1999 and the
inability to generate operating revenues and cash flows raise substantial doubts
about the Company's ability to continue as a going concern.

                                        8
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS

Note 1 - Organization and business and basis of presentation (concluded):

The Company plans to continue research and development activities principally
through Southwest Research Institute on at least a limited basis through the
twelve-month period subsequent to April 30, 1999. However, management believes
that the net liquid assets available at April 30, 1999 will not be sufficient to
enable the Company to meet its obligations and to continue as a going concern
during the ensuing twelve-month period even on this limited basis without
limiting research and development and other operating activities more severely
unless it obtains additional debt or equity financing and/or government
sponsored research grants.

Management also believes that continuation of the Company as a going concern
during the twelve-month period subsequent to April 30, 1999 and thereafter will
depend upon the Company's ability to obtain sufficient additional working
capital to fund the building of a second prototype of its engine and such other
research and development activities as are necessary to accumulate sufficient
data for the marketing and licensing of the engine technology; marketing costs;
and the general and administrative expenses to be incurred during the remaining
development period. Potential sources of such working capital include: the
private or public sale of common stock (the Company has historically depended
primarily on the sale of equity securities to finance its operations); the
exercise of a substantial portion of the 15,398,000 outstanding Class B
warrants, 14,898,000 of which are exercisable at $0.15 per share and 500,000 of
which are exercisable at $.225 per share; the deferral, if necessary, of
payments to related parties; government sponsored research grants; and borrowing
additional amounts from related parties or other sources. However, there can be
no assurances that such financing will be available The accompanying financial
statements do not include any adjustments that might result from the
uncertainties related to the ability of the Company to continue as a going
concern.

                                        9


<PAGE>


Note 2 - Summary of other significant accounting policies:

Depreciation:

         Depreciation of furniture and equipment is provided over the estimated
useful lives of the related assets using declining balance methods.

Research and development:

         Costs and expenses related to research and development are expensed as
incurred.

Net loss per common share:

         Net loss per common share was computed on the basis of the weighted
         average number of shares of common stock outstanding during each
         period. The effect of assuming the exercise of outstanding warrants was
         antidilutive and, accordingly, not included in the computation of net
         loss per share.

Note 3 - Related party transactions:

         Information as to agreements with, and notes payable to, related
         parties is set forth in the financial statements in the 1998 Form
         10-KSB

Note 4 - Stockholders' Equity:

         Information as to stockholders' equity is set forth in the financial
         statements in the 1998 Form 10-KSB.

                                       10


<PAGE>


Item 2. Management's Discussion And Analysis Of Financial Condition Or
Plan Of Operation.

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's results
of operations and financial condition. This discussion should be read in
conjunction with the financial statements and notes thereto appearing elsewhere
herein.

Statements in this Form 10-QSB that are not statements of historical or current
fact constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other unknown factors that
could cause the actual results of the Company to be materially different from
the historical results or from any future results expressed or implied by such
forward-looking statements. In addition to statements that explicitly describe
such risks and uncertainties, readers are urged to consider statements labeled
with the terms "believes," "belief," "intends," "anticipates" or "plans" to be
uncertain and forward-looking. The forward-looking statements contained herein
are also subject generally to other risks and uncertainties that are described
from time to time in the Company's reports filed with the Securities and
Exchange Commission.

The Company is a developmental stage enterprise that commenced operations on
October 13, 1987 and is attempting to exploit commercially certain technology it
is in the process of developing, the Rotorcam Engine, a rotary internal
combustion engine. The Company intends to generate revenues primarily through
the licensing of the engine technology and secondarily through the manufacture
and sale of engines or related components or services.

The Company has not derived any revenues from the license or sale of its
technology and has incurred cumulative losses from its inception on October 13,
1987 through April 30, 1999 of $3,365,104.

Results Of Operations
---------------------

The Company's revenues from its inception on October 13, 1987 through April
30,1999 aggregating $66,465 were derived from interest earned. Interest income
was negligible in the periods ended April 30, 1999 and April 30, 1998 as a
result of a decrease in the amount of funds available for investment.

The cumulative loss from inception includes research and development costs of
$854,653.Research and development costs increased to $14,750 in April 1999 from
$0 in April 1997. The increase of $14,750 was due to additional funds available
for use.The Company had to reduce substantially its research and development
activities during 1998 due to liquidity problems.

                                       11

<PAGE>


The cumulative loss from inception includes general and administrative expenses
of $2,201,555. General and administrative expenses increased to $57,710 in 1999
from 1998 or a 92% increase. Increased general and administrative expenses can
be attributed to additional capital available to retain legal, accounting and
other professional services.

The cumulative loss from inception also includes past licensing fees of $0
during the period, and cumulatively $57,260 since inception. The elimination of
licensing fees is the result of the legal settlement reached in fiscal 1994.

The cumulative loss from inception also includes interest expense of $279,145 on
promissory notes payable to the principal stockholders and chairman of the
Company. Interest expense increased to $47,748 in April 30, 1999 from $34,907 in
1998 primarily as a result of increased loans to the Company.

The net loss of $120,208 in the period ended April 30, 1999 increased by
$55,2814 or 85%, over the net loss of $64,927 in 1997. Increases in general and
administrative costs, research and development costs , and interest expense
caused the overall increase.

Liquidity And Capital Resources
-------------------------------

At April 30, 1999, the Company had cash and short-term investments totaling
$10,075(compared to liquid assets of $12,675 at July 31, 1998), a working
capital decrease of $2,600 (compared with working capital of $11,998 at July 31,
1998) and a total stockholders' deficiency of $1,239,409 (compared to $1,119,202
at July 31, 1998). The stockholders' deficiency increased due to the net loss of
$44,931 incurred in the third quarter.

At April 30, 1999, the Company had current liabilities in excess of current
assets of $873,385. The Company has not been able to commercially utilize its
engine technology to generate any revenue through that date, and as a result, it
has suffered recurring losses from operations from inception that have generated
the net capital deficiencies at April 30, 1999 as well as July 31, 1998 and
significant working capital deficiencies from time to time. Management does not
expect the Company to generate any significant revenues or positive operating
cash flows during the twelve-month period subsequent to April 30, 1999. Cash
flows used by operating activities were $253,566 and $5,816 in April 1999 and
April 1998, respectively. The limited amount of liquid resources available at
April 30, 1999, and the inability to generate operating revenues and cash flows,
raise substantial doubts about the Company's ability to continue as a going
concern.

                                       12
<PAGE>


Plan of Operation
-----------------

In July 1998 the Company entered into an agreement with the Southwest Research
Institute of San Antonio, Texas ("SRI"). Under the Company's agreement with SRI,
SRI agreed to provide an engineering study of the Rotorcam Engine at a cost of
$9,750. Such study included an evaluation of existing Rotorcam Engine hardware
and data, including test data on the current prototype and design and analytical
data obtained by the Company to date.

In December 1998, SRI issued its report on the results of the testing of the
Rotorcam Engine (the "Report"). In the Report, SRI concluded that there were
three (3) significant advantages of the Rotorcam Engine over conventional
reciprocating engines: higher torque at a specified rpm, a potential of improved
cycle efficiency and energy savings, and the improvement of overall efficiency
and packaging resulting from the ability to eliminate a gear box. However, SRI
also concluded that certain prior perceived advantages of the Rotorcam Engine
were not supported by the evidence that it had gathered during its review. In
particular, SRI concluded that the prototype did not necessarily possess
advantages over conventional reciprocating engines with respect to high
power-to-weight ratio, low manufacturing and maintenance costs, improved
packaging, multi-fuel potential, and variable compression ratio. In addition to
its findings, the Report recommended potential applications for the Rotorcam
Engine, including off-road power equipment, utility equipment and gensets.

In response to the Report, assuming funding is available, Management of the
Company has determined to redesign and rebuild a second generation prototype of
the Rotorcam Engine ("Second Prototype") to address the issues raised in the
Report. Management estimates that the cost of such Second Prototype will be
approximately $350,000 to $375,000 and that it will take approximately 15 to 18
months from the date such funding becomes available to complete. The development
work on the Second Prototype would address substantially all of the technical
problems of the first prototype and would be divided into six (6) phases:

Phase I Cycle simulation analysis to study and optimize the particular features
that make the Rotorcam Engine unique;

Phase II Redesign of the seals for the engine;

Phase III Redesign of combustion chambers, pistons and cylinders;

Phase IV Manufacture of the Second Prototype, which would contain new
components, including a static seal plate, sliding seals and springs, combustion
caps, cylinders, pistons, spark plugs, and ignition timing contacts;

                                       13


<PAGE>



Phase V Assembling the Second Prototype in preparation for a test program, the
objectives of which would be to evaluate the capability of the Rotorcam Engine
for producing power and torque, engine speed range over which the engine can be
successfully operated, fuel economy and emissions of key exhaust pollutants; and

Phase VI Testing the Second Prototype to evaluate key performance measurements,
including engine rotating speed and torque, mass air flow, mass fuel flow,
exhaust temperature, exhaust oxygen concentration and gaseous emissions; and If
the Second Prototype shows clear advantages of the Rotorcam Engine over
conventional reciprocating engines in a specific market, and if the necessary
funds are then available, the Company plans to commission the development of a
third prototype ("Third Prototype") of the engine. The Third Prototype would be
designed to address the performance, cost, reliability and producibility issues
associated with the chosen market.

Management estimates that the cost to develop such a Third Prototype would be
between $2 million and $3 million and anticipates that it would take between 18
to 24 months from the time such funding becomes available to complete. During
this phase of development the Company plans to commission the production of
several variations of the Third Prototype that would be used for different
purposes, including performance development, durability assessment, and
demonstrators to be used in application field testing.

Management is attempting to locate a funding source for the $350,000 to $375,000
amount required to complete the Second Prototype. Since June 1998, Management
has been attempting to obtain Small Business Innovation Research grant money
from the Lewis Research Center of the National Aeronautics and Space
Administration. The evaluation work provided by SRI, as described in its Report,
has made the Company eligible to obtain Phase I and Phase II grants from the
Lewis Research Center. However, there can be no assurances that the Company's
applications for such grants will be approved or, even if approved, that such
grants will provide sufficient funding to complete the Second Prototype. Other
possible sources for such funding include an offering of the Company's equity
securities, borrowing from private sources, and/or exercise of the Company's
15,398,000 outstanding Class B Warrants. The Company intends to attempt to raise
the funds necessary to complete the Second Prototype from such sources. However,
there can be no assurances that it will be able to do so. If it is unable to do
so, the Company may never be able to further develop the Rotorcam Engine.

                                       14


<PAGE>


Management believes that if the Second Prototype is successfully completed, the
Company will be able to raise sufficient funds to complete the Third Prototype
from research grants and/or equity financing. However, since a decision to
proceed with a Third Prototype will depend on the results obtained from the
Second Prototype, there can be no assurances that Management will decide to
build a Third Prototype or that the Company will, in fact, be able to obtain
sufficient funds to complete such Third Prototype. Since a Third Prototype is
essential to the Company's ability to market the Rotorcam Engine, the
inadvisability of developing, or financial inability of the Company to produce,
such Third Prototype will have a materially adverse effect on the Company's
ability to successfully market the engine.

In view of the projected extended period of time that Management estimates it
will take to complete the Second and Third Prototypes, assuming that funding
becomes available to complete such prototypes, of which there can be no
assurances, Management of the Company is presently seeking opportunities that
will permit the Company to diversify it into businesses in addition to the
Rotorcam Engine. However, the Company's ability to do so will depend on
available financing, and there can be no assurances that Management will be
successful in such attempts to diversify the Company.

Year 2000
---------

Since the Rotorcam Engine is still in the developmental and testing stages, and
the Company is not presently reliant on information from its own or other
computer systems, the Company does not anticipate its results of operations or
financial position will be adversely affected by the application of dating
systems in the Year 2000. The Company intends to seek written assurances from
any entity with which it contracts to produce the Second Prototype that such
entity is Year 2000 compliant. There can be no assurances, however, that any
such entity will, in fact, be Year 2000 compliant.

Due principally to the fact that the Rotorcam Engine is in the prototype stage,
it has not been necessary for the Company to expend any amounts to date to
address Year 2000 remediation issues. Except for the cost of obtaining written
assurances from parties with which the Company may contract in the future, the
Company does not anticipate expending any significant amounts for remediation of
Year 2000 problems. The Company believes that its most reasonably likely worst
case scenario is that if the entity with which the Company contracts to
manufacture a Second Prototype is not Year 2000 compliant, the production of the
Second Prototype may be delayed until either such entity becomes compliant or
the Company locates another entity that demonstrates Year 2000 Compliance. The
Company intends to include in any contract entered into with the entity that it
selects to produce the Second Prototype a provision whereby the Company may
terminate such agreement if such contracting party is unable to produce the
Second Prototype due to its failure to be Year 2000 compliant.

                                       15


<PAGE>


                            PART II-OTHER INFORMATION

Item 1. Legal Proceedings - None

Item 2. Changes in Securities and Use of Proceeds- None

Item 3. Defaults upon Senior Securities

The Company issued a promissory note to Mr. Campo, dated August 1, 1998, in the
amount of $807,280, which consolidated amounts owed by the Company to Mr. Campo
under prior notes of the Company to Mr. Campo. The August 1, 1998 note bears
interest at 7.5% per annum, which is payable quarterly on each November 1,
February 1, May 1 and August 1. One-half of the principal amount of the note was
due on August 1, 1999 and all remaining principal is due on August 1,2000.

The Company has defaulted on its principal payment due on August 1, 1999 as well
on the quarterly interest payments due on November 1,1998, and February 1, May
1, August 1, and November 1, 1999. As of November 15, 1999, a total of $64,919
in unpaid interest was owed to Mr. Campo under the August 1, 1998 note. Since
the Company does not have any revenues, it is doubtful that the Company will be
able to pay any interest or principal amounts due under the August 1, 1998 note
until such time as it has operating revenues, or raises funds from an
independent source, both of which events may not occur at any time. Mr. Campo
has the right to convert unpaid amounts due under the August 1, 1998 Note into
one share of common stock of the Company for each $.0075 due under such note so
converted. In addition, Mr. Campo has the right at any time to declare amounts
due under such note immediately due and payable.

Item 4. Submission of Matters to a Vote of Security Holders -None

Item 5. Other Information-None

Item 6. Exhibits and Reports on Form 8-K

        (A) Exhibits

            Exhibit No.                         Description
            -----------                         -----------
               27                  April 30, 1999 Financial Data Schedule

        (B) Reports on Form 8-K

            There were no reports on Form 8-K during the quarter ended
            April 30, 1999.


                                       16

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                    MURRAY UNITED DEVELOPMENT CORPORATION
                                                (Registrant)

                                 By:           /S/ Dwight Foster
                                    ------------------------------------------
                                      President and Chief Executive Officer

                                        Dated: January 27, 2000


                                 By:          /S/ Anthony S. Campo
                                    ------------------------------------------
                                    Anthony S. Campo, Executive Vice President
                                    Secretary and Treasurer
                                    Chief Financial Officer

                                        Dated: January 27, 2000


Pursuant to the requirements of Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

                                                       /S/ Anthony S. Campo
                                                    ---------------------------
                                                     Anthony S. Campo,
                                                     Chairman of the Board

                                                      /S/ Thomas Caltabiano
                                                    ---------------------------
                                                    Thomas Caltabiano, Director

                                                      /S/ Francis Pecorella
                                                    ---------------------------
                                                    Francis Pecorella, Director

                                              Dated:   January 27, 2000

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<PAGE>


EXHIBIT INDEX
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Exhibit No.                          Description
-----------                          -----------
    27          Financial Data Schedule   Filed herewith electronically


                                       18