U. S. Securities and Exchange Commission
                                   Washington, D. C. 20549


                                         FORM 10-QSB


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

        For the quarterly period ended March 31, 1997

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

         For the transition period from                to
                                        --------------    ------------------


                                 Commission File No. 0-21733


                                  MICRO-HYDRO POWER, INC.
                        (Name of Small Business Issuer in its Charter)


                    UTAH                               87-0369035
      (State or Other Jurisdiction of            (I.R.S. Employer I.D. No.)
       incorporation or organization)


                                5525 South 900 East, Suite 110
                                  Salt Lake City, Utah 84117
                           (Address of Principal Executive Offices)

                           Issuer's Telephone Number: (801)262-8844


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

(1)  Yes   X    No             (2)  Yes  X    No
         ----     ----              ----         ----
<PAGE>

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

None; not applicable.

     APPLICABLE  ONLY  TO  CORPORATE  ISSUERS  Indicate  the  number  of  shares
outstanding  of each of the  Registrant's  classes  of common  stock,  as of the
latest practicable date:

                                March 31, 1997

                                    300,010

*Reflects a 100 for 1 reverse split of the outstanding voting securities of
the Company, as discussed in Part II, Item 5 of this Report.


PART I - FINANCIAL INFORMATION

Item 1.Financial Statements.

     The Financial  Statements of the Registrant  required to be filed with this
10-QSB  Quarterly  Report  were  prepared  by  management  and  commence  on the
following page,  together with related Notes. In the opinion of management,  the
Financial Statements fairly present the financial condition of the Registrant.
<PAGE>

<TABLE>
<CAPTION>

                              MICRO-HYDRO POWER, INC.
                                 BALANCE SHEETS
                     March 31, 1997 and December 31, 1996

                                                                     3/31/97            12/31/96
                                                                 ----------------    ----------------
                                                                     [Unaudited]
<S>                                                           <C> <C>             <C> <C>              
ASSETS

      Total Current Assets                                     $               0   $               0

                                                                 ----------------    ----------------
TOTAL ASSETS                                                   $               0   $               0
                                                                 ================    ================

LIABILITIES & EQUITY

LIABILITIES

      Current Liabilities
          Loans from stockholders                              $           6,027               5,293
          Accounts Payable                                                 2,644               2,894
          Income Taxes Payable                                                 0                 100
                                                                 ----------------    ----------------
      Total Current Liabilities                                            8,761               8,287
                                                                 ----------------    ----------------
TOTAL LIABILITIES                                                          8,671               8,287

EQUITY
          Common Stock                                                         3                   3
          Paid-in Capital                                                163,976             163,976
          Accumulated Deficit                                           (172,650)           (172,266)
                                                                 ----------------    ----------------
TOTAL EQUITY                                                              (8,671)             (8,287)

                                                                 ----------------    ----------------
TOTAL LIABILITIES & EQUITY                                     $               0   $               0
                                                                 ================    ================
</TABLE>



     NOTE TO FINANCIAL  STATEMENTS:  Interim  financial  statements  reflect all
adjustments  which  are,  in the  opinion  of  management,  necessary  to a fair
statement  of the results for the periods.  The December 31, 1996 balance  sheet
has been derived from the audited financial statements.  These interim financial
statements  conform with the requirements for interim  financial  statements and
consequently do not include all the disclosures  normally  required by generally
accepted accounting principles.
<PAGE>
<TABLE>
<CAPTION>


                             MICRO-HYDRO POWER, INC.
                            STATEMENTS OF OPERATIONS
             For the Three-Month Periods Ended March 31, 1997 and 1996

                                                           Three Months         Three Months
                                                               Ended                Ended
                                                             03/31/97             03/31/96
                                                         ------------------   ------------------
                                                            [Unaudited]          [Unaudited]
<S>                                                   <C> <C>              <C> <C>             
REVENUE
      Income                                           $                 0  $                 0
                                                         ------------------   ------------------
NET REVENUE                                                              0                    0

OPERATING EXPENSES
      Office Expenses                                                   21                    0
      Professional Fees                                                364                  182
                                                         ------------------   ------------------
TOTAL OPERATING EXPENSES                                               385                  182

                                                         ------------------   ------------------
NET INCOME/(LOSS)                                      $              (385) $              (182)
                                                         ==================   ==================


NET LOSS PER SHARE                                     $             (0.01) $             (0.01)
                                                         ==================   ==================

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                                      300,010              300,010
                                                         ==================   ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                             MICRO-HYDRO POWER, INC.
                            STATEMENTS OF CASH FLOWS
           For the Three-Month Periods Ended March 31, 1997 and 1996

                                                                    Three Months          Three Months
                                                                       Ended                 Ended
                                                                      03/31/97               03/31/96
                                                                  -----------------     -----------------
                                                                    [Unaudited]           [Unaudited]
<S>                                                            <C> <C>               <C> <C>                   
Cash Flows Used For Operating Activities
----------------------------------------
  Net Loss                                                      $          (385)   $                (182)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Increase/(Decrease) in franchise taxes payable                         (100)                      (0)
    Increase/(Decrease) in accounts payable                                (250)                      (0)
                                                                      -----------------     -----------------

      Net Cash Used For Operating Activities                               (735)                    (182)
                                                                  =================     =================

Cash Flows Provided by Financing Activities                                 735                      182
-------------------------------------------                                 ---                      ---
  Increase/(Decrease) in loans from shareholder                             735                      182

      Net Increase In Cash                                                       0                     0

      Beginning Cash Balance                                                     0                     0

      Ending Cash Balance                                       $                0    $                0
                                                                  -----------------     -----------------

</TABLE>
<PAGE>


Item 2.Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.

     The Company has not engaged in amy material operations in the period ending
March 31, 1997, or since on or before  November 1988. The Company  intends to
continue to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.

     The Company's only foreseeable cash requirements  during the next 12 months
will relate to maintaining the Company in good standing in the State of Utah and
keeping its reports  "current"  with the  Securities  and  Exchange  Commission.
Management  does not anticipate  that the Company will have to raise  additional
funds during the next 12 months.

Results of Operations.

     The Company has had no operations since November 1988. During the quarterly
period  covered by this  Report,  the Company  received no revenue and  incurred
nominal  expenses.  At March 31, 1997, the Company had no assets and liabilities
of $8,671.


PART II - OTHER INFORMATION

Item 1.Legal Proceedings.

None; not applicable.

Item 2.Changes in Securities.

None; not applicable.

Item 3.Defaults Upon Senior Securities.

None; not applicable.

Item 4.Submission of Matters to a Vote of Security Holders.
 
None; not applicable.

Item 5.Other Information.

     On September 20, 1996, the Company filed with the Secretary of State of the
State of Utah  Articles of  Amendment to its  Articles of  Incorporation,  which
provided  for a reverse  split the  Company's  30,000,000  of $0.00001 par value
common stock on a basis of one share for 100,  while  retaining  the  authorized
shares at 30,000,000 and the par value at $0.00001 per share,  with  appropriate
adjustments  being made in the  additional  paid in capital  and stated  capital
accounts of the Company,  resulting in a total of 300,010 shares of $0.00001 par
value common voting stock being issued and outstanding;  provided, however, that
no stockholders  holding shall be reduced to less than 100 shares as a result of
the reverse split; and provided,  however,  further, the 100 share minimum shall
be as determined by the President,  whether on a stockholder or per  certificate
basis.;  and (ii) the  amendment  adopting  the reverse  split of the  Company's
common stock was adopted by the stockholders at a meeting held July 23, 1996, at
which time, 15,123,100 of the Company's 30,000,000 issued and outstanding shares
of common stock voted in favor of the reverse split; and (iii) The amendment was
not adopted by the incorporators or the Board of Directors  without  stockholder
action.  A copy of the Articles of  Amendment  to the Articles of  Incorporation
effecting these changes is attached as an exhibit to the Company's  Registration
Statement  filed  on  Form  10-SB,  as  filed  on  November  15,  1996,  and  is
incorporated herein by this reference.

Item 6.Exhibits and Reports on Form 8-K.
 
(a)Exhibits.*

Registration Statement on Form 10-SB, filed November 15, 1996.**

(b)Reports on Form 8-K.

None; Not Applicable.

     *A summary of any Exhibit is modified in its  entirety by  reference to the
actual Exhibit.  

     **This exhibit has previously been filed with the Securities and
Exchange Commission.
<PAGE>

SIGNATURES

     Pursuant to the  requirements  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.

                           MICRO-HYDRO POWER, INC.



Date: 4-3-97                By/S/Quinton Hamilton
                            Quinton Hamilton, President and Director
 


Date: 4-2-97                By/S/Thomas J. Howells
                            Thomas J. Howells, Vice President and Director



Date: 4-2-97                By/S/Kathleen L. Morrison
                            Kathleen L. Morrison, Secretary, Treasurer 
                            and Director