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, 1999

Commission File No. 33-55254-39

                             SKYNET TELEMATICS INC.
        (Exact name of Small Business Issuer as specified in its charter)


                  NEVADA                                 87-0485315           
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

Link  House,  259 City Road  London,  England  EC1V 1JE 
(Address  of  principal executive offices)

Issuer's telephone number, including area code: 44 (171)490-7900

Check  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 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. Yes X No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest  practicable date:  22,507,666 shares of $.001 par value
class A common stock outstanding as of March 31, 1999.

Transitional Small Business Disclosure Format (check one):  Yes        No  X 


                                        1

<PAGE>



                             SKYNET TELEMATICS INC.
                          FORM 10-QSB FOR QUARTER ENDED

                                 March 31, 1999
                                      INDEX

PART I - FINANCIAL INFORMATION                                          Page No.

Item 1 Financial Statements

       Balance Sheets as of March 31, 1999 and December 31, 1998               4

       Statements of Operations for the three month periods ended
                March 31, 1999 and 1998                                        5

       Statements of Cash Flows for the three month periods ended
                March 31, 1999 and 1998                                        6


Item 2 Management's Discussion and Analysis and Plan of Operations             7

PART II - OTHER INFORMATION

Item 1 Legal Proceedings                                                       9

Item 2 Changes in Securities                                                   9

Item 3 Defaults Upon Senior Securities                                         9

Item 4 Submission of Matters to a Vote of Security Holders                     9

Item 5 Other Information                                                       9

Item 6 Exhibits and Reports on Form 8-K                                        9



                                        2

<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS.

In the opinion of the  management  of Skynet  Telematics  Inc. (the Company) the
accompanying unaudited financial statements contain all adjustments  (consisting
only of normal recurring  adjustments) necessary to present fairly the financial
position as of March 31,  1999,  the results of  operations  for the three month
periods  ended March 31,  1999 and 1998,  and the cash flows for the three month
periods ended March 31, 1999 and 1998.

While the Company  believes that the disclosures  presented are adequate to make
the information not misleading,  it is suggested that these condensed  financial
statements be read in  conjunction  with the financial  statements and the notes
included in the Company's latest annual report on Form 10-KSB.



                                        3

<PAGE>


                     SKYNET TELEMATICS INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                               March 31,           December 31,
                                                                                                 1999                  1998
                                                                                              (Unaudited)            (Audited)    
                                                                                          ------------------    ------------------
         ASSETS
CURRENT ASSETS
<S>                                                                                       <C>                   <C>               
     Cash in bank                                                                         $               27    $               20
     Accounts receivable                                                                              11,995                23,473
     Inventory                                                                                        29,104                   830
     Prepaid expenses                                                                                  3,007                37,453
                                                                                          ------------------    ------------------
                                                                    TOTAL CURRENT ASSETS              44,133                61,776

OTHER ASSETS
     Furniture and equipment                                                                         106,594                75,984
     Software and intellectual property rights                                                     6,620,180             6,810,446
                                                                                          ------------------    ------------------
                                                                                                   6,726,774             6,886,430
                                                                                          ------------------    ------------------

                                                                                          $        6,770,907    $        6,948,206
                                                                                          ==================    ==================

         LIABILITIES & EQUITY
CURRENT LIABILITIES
     Bank overdraft                                                                       $           77,293    $           41,742
     Accounts payable                                                                                284,136               249,765
     Accrued expenses                                                                                111,772               161,423
     Current portion of loans                                                                        951,950               886,652
     Interest payable                                                                                 44,997                23,500
                                                                                          ------------------    ------------------
                                                               TOTAL CURRENT LIABILITIES           1,470,148             1,363,082

Long-term portion of loans                                                                           282,709               282,709
                                                                                          ------------------    ------------------
                                                                       TOTAL LIABILITIES           1,752,857             1,645,791

STOCKHOLDERS' EQUITY 
     Common Stock $.001 par value:
      Authorized - 25,000,000 shares
      Issued and outstanding 22,507,666 shares (21,944,416 in 1998)                                   22,508                21,944
     Additional paid-in capital                                                                    8,495,134             8,092,172
     Deficit accumulated during the development stage                                             (3,591,402)           (2,902,565)
     Accumulated other comprehensive income                                                           91,810                90,864
                                                                                          ------------------    ------------------
                                                              TOTAL STOCKHOLDERS' EQUITY           5,018,050             5,302,415
                                                                                          ------------------    ------------------

                                                                                          $        6,770,907    $        6,948,206
                                                                                          ==================    ==================
</TABLE>

                                        4

<PAGE>


                     SKYNET TELEMATICS INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                        CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                                      3/14/90
                                                                                  For the three months               (Date of
                                                                                     ended March 31,               inception) to
                                                                                1999               1998               3/31/99     
                                                                         -----------------   -----------------  ------------------
<S>                                                                      <C>                 <C>                <C>               
Net sales                                                                $          13,050   $          18,856  $          167,701
Cost of sales                                                                       96,856              62,707             567,091
                                                                         -----------------   -----------------  ------------------
                                                             GROSS LOSS            (83,806)            (43,851)           (399,390)

Bad debt - related party                                                                 0                   0             171,417
Depreciation and amortization                                                      194,602              54,835             825,555
Research & development                                                               8,693                   0             130,822
Net interest expense                                                                22,415                  14              65,606
General & administrative expenses                                                  379,321              44,638           1,748,072
                                                                         -----------------   -----------------  ------------------
                                                                                   605,031              99,487           2,941,472
                                                                         -----------------   -----------------  ------------------
                                                  NET LOSS BEFORE OTHER           (688,837)           (143,338)         (3,340,862)

OTHER (EXPENSE)
     Finder's fee related to subsidiary acquisition                                      0                   0            (250,540)
                                                                         -----------------   -----------------  ------------------
                                                                                         0                   0            (250,540)
                                                                         -----------------   -----------------  ------------------
                                                               NET LOSS           (688,837)           (143,338)         (3,591,402)

OTHER COMPREHENSIVE INCOME
     Foreign currency translation adjustments                                          946                   0              91,810
                                                                         -----------------   -----------------  ------------------

                                               TOTAL COMPREHENSIVE LOSS  $        (687,891)  $        (143,338) $       (3,499,592)
                                                                         =================   =================  ==================

Net (loss) per weighted average share                                    $            (.03)  $            (.01)
                                                                         =================   =================

Weighted average number of common shares used to compute
     net (loss) per weighted average share                                      22,073,916          13,850,000
                                                                         =================   =================
</TABLE>



                                        5

<PAGE>

                     SKYNET TELEMATICS INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                  3/14/90
                                                                             For the three months                (Date of
                                                                                ended March 31,                inception) to
OPERATING ACTIVITIES                                                       1999                1998               3/31/99     
                                                                     -----------------  ------------------  ------------------
<S>                                                                  <C>                <C>                 <C>                
   Net (loss)                                                        $        (688,837) $         (143,338) $       (3,591,402)
   Adjustments to reconcile net (loss) to cash
     used by operating  activities
   Stock issued for expenses                                                         0                   0             541,287
   Depreciation and amortization                                               194,602              54,835             825,555
   Foreign currency adjustments                                                    946                   0              91,810
   Changes in assets and liabilities:
       Accounts receivable                                                      11,478             (14,918)            (11,995)
       Inventory                                                               (28,274)             24,076             (29,104)
       Prepaid expenses                                                         34,446            (207,268)             (3,007)
       Bank overdraft                                                           35,551                   0              77,293
       Accounts payable                                                         34,371              41,147             284,136
       Accrued expenses                                                        (49,651)             88,230             111,772
       Accrued interest payable                                                 21,497                   0              44,997
                                                                     -----------------  ------------------  ------------------

                             NET CASH USED BY OPERATING ACTIVITIES            (433,871)           (157,236)         (1,658,658)

INVESTING ACTIVITIES
   Purchase fixed assets                                                       (34,946)           (364,627)           (443,946)
                                                                     -----------------  ------------------  ------------------
                                                   NET CASH (USED)
                                           BY INVESTING ACTIVITIES             (34,946)           (364,627)           (443,946)

FINANCING ACTIVITIES
   Proceeds from sale of common stock                                          403,526                   0           1,164,164
   Proceeds from convertible debentures                                              0                   0             400,000
   Loans                                                                             0             546,000             434,134
   Loan repayments                                                             (41,964)                  0            (486,890)
   Loans - shareholders                                                        107,262                   0             788,587
   Cash from subsidiaries                                                            0                   0                 445
   Paid-in capital of subsidiary                                                     0                   0               2,191
   Debenture repayments                                                              0                   0            (200,000)
                                                                     -----------------  ------------------  ------------------

                         NET CASH PROVIDED BY FINANCING ACTIVITIES             468,824             546,000           2,102,631
                                                                     -----------------  ------------------  ------------------

                               INCREASE IN CASH & CASH EQUIVALENTS                   7              24,137                  27
   Cash & cash equivalents at beginning of year                                     20              10,965                   0
                                                                     -----------------  ------------------  ------------------

                          CASH & CASH EQUIVALENTS AT END OF PERIOD   $              27  $           35,102  $               27
                                                                     =================  ==================  ==================

Cash paid for interest                                               $             918  $                0  $            4,776
                                                                     =================  ==================  ==================
</TABLE>

SUPPLEMENTAL ACTIVITIES
   During  1997,  550,000  shares of  restricted  common  stock were  issued for
   services of $55,000 and 2,300,000  shares of restricted  stock were issued to
   cancel debt of $200,000 and accrued interest of $30,000.

   During 1998,  the Company issued  10,000,000  shares of Regulation S stock to
   acquire a  subsidiary,  Netking.  The Company also issued  750,000  shares of
   Regulation  S stock as a  finder's  fee  valued at  $150,000.  The  Company's
   subsidiary  acquired  assets of  $6,720,000  during the period by incurring a
   loan  payable  in the same  amount.  The loan was  converted  into  equity of
   $6,600,000.

   The  Company  through a  subsidiary  purchased a  subsidiary  (SSCC) with net
   assets of $424,063 by incurring a liability in the same amount. The liability
   will be satisfied by issuing  500,000  shares of the  Company's  Regulation S
   stock on December 31,1999, 2000, and 2001 (1,500,000 shares total).

   The  Company  will pay to the former  owners of SSCC 10% of the  consolidated
   gross  sales  made in Canada  and Hong Kong and 1% of the  gross  U.S.  sales
   related to SSCC's product from the closing date through December 31,1999 with
   payments due within 30 days of December 31, 1999. For sales in the year 2000,
   the  percent is 6 2/3% of the sales in Canada and Hong Kong and .66% of sales
   in the U.S.  For sales in the year  2001,  the  percent is 3 1/3% of sales in
   Canada and Hong Kong and .33% of sales in the U.S.

                                        6
<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

This quarterly report on Form 10-QSB contains forward-looking  statements within
the  meaning  of  the  Private   Securities   Litigation  Reform  Act  of  1995,
particularly statements regarding opportunities for expansion,  growth of sales,
new product sales, revenues from monitoring services, customer acceptance of new
products,   and   selling,    general   and   administrative   expenses.   These
forward-looking  statements involve risks and uncertainties,  and the cautionary
statement set forth below,  identifies  important  risk factors that could cause
actual  results  to  differ   materially   from  those  predicted  in  any  such
forward-looking  statements.  Such  factors  include,  but are not  limited  to,
adverse changes in general economic conditions, including adverse changes in the
specific  markets  for the  Company's  products,  adverse  business  conditions,
decrease  or lack of growth  in the  automotive  industry,  adverse  changes  in
customer  order  patterns,  increased  competition,  lack of  acceptance  of new
products,  pricing  pressures,  lack of success in  technological  advancements,
risks  associated with foreign  operations,  risks associated with the Company's
efforts to comply with the Year 2000 requirements, and other factors.

The  Company  has a short  operating  history.  All risks  inherent in a new and
inexperienced  enterprise are inherent in the Company's business. The Company is
continuing the operations of a subsidiary which was acquired on April 9, 1998.

On April 9, 1998, the Company beneficially  acquired all of the stock of Netking
Limited, an English private limited company ("Netking") from Tomas George Wilmot
("Seller"),  who  beneficially  owned  all of the  stock of  Netking.  The title
holders of Netking were Local  Protectors  Limited and SNH Cooper,  who held the
shares as nominees for Seller.  The purchase price paid for the purchased  stock
was 10,000,000 newly issued shares of the common stock of the Company,  which is
approximately  68.5% of all of the  outstanding  stock of the Company after such
issuance. Tomas George Wilmot,  individually,  is the title holder of all of the
10,000,000  newly issued  shares of the Company.  There are no  arrangements  or
understandings  among members of both the former and new control person or their
associates with respect to election of directors or other matters.

On April 9, 1998, the Company beneficially  acquired all of the stock of Netking
from Seller, who beneficially  owned all of the stock of Netking.  There are two
shares of Netking  outstanding.  Because English law requires two  shareholders,
the  Company  holds  title to one share of stock of Netking  and the Company and
Tomas Wilmot, as nominee for the Company, jointly hold title to the other share.
Netking  is the  beneficial  owner of  Skynet  2001  Limited  (formerly  Keymore
Limited),   an  English  private  limited   company   ("Skynet").   Skynet  owns
intellectual  property  pertaining to all aspects of the Skynet 2000  in-vehicle
system.  The Skynet 2000  system uses  communications  and  security  technology
coupled with proprietary software that provides in- vehicle protection, security
and information  services using mobile cellular  telecommunications.  The Skynet
2000 system provides 24 hour monitoring of vehicle  security,  personal distress
alarm,  and impact sensor and information  services,  as well as normal cellular
telephone  capability.  The  purchase  price  paid for the  purchased  stock was
10,000,000  shares  of  newly  issued  common  stock  of the  Company,  which is
approximately  68.5% of all of the  outstanding  stock of the Company after such
issuance.  The consideration was determined by arm's length negotiations between
the  Company  and  Seller.  Prior  to the  acquisition,  there  was no  material
relationship  between the Seller and the Company or any of its  affiliates,  any
director or officer of the Company,  or any  associate  of any such  director or
officer.

A portion  of the  business  of  Skynet  and  Netking  acquired  by the  Company
constitutes  equipment  and  other  physical  property  previously  used  in the
business of the Seller.  The Company  intends to continue to use such  equipment
and physical property for the same purposes.

                                        7

<PAGE>



The discussions  below highlight certain of the more material changes in results
of  operations  and changes in  financial  condition  for the fiscal three month
period ended March 31, 1999.

Results of Operations.

The Company has generated revenues from operations since March 1998. The quarter
ended  March 31, 1999  therefore  incorporates  the results for three  months of
operations compared to only one month for the quarter ended March 31, 1998.

The  Company's  consolidated  sales for the  quarter  ended  March 31, 1999 were
$13,050 compared to $18,856 in 1998. This decrease is the result of the sales of
the Skynet 2001 unit being reduced in order to focus the Company's  resources on
selling the new Sk>AMP range of products (ComRoad  products) which were launched
at the end of March  1999.  With new  funding in place from  Regulation  S stock
sales  completed in May 1999, the Company  expects sales to increase  throughout
the year.  Skynet has orders for 87,000 Sk>AMP units that it anticipates will be
provided to customers  over the next 18 months.  Revenue  from related  services
such as monitoring  fees,  airtime  connections,  airtime usage, and information
services should also add significantly to the Company's revenues.

The Company's  consolidated  total cost of sales for the quarter ended March 31,
1999 was $96,856 compared to $62,707 in 1998. The largest component of the total
cost of sales was  wages,  including  social  security,  for  Skynet  monitoring
personnel,  representing  86% of the total. In 1998, the comparative  figure was
only 33%  although  payments to  subcontractors  for  technical  support for the
product,  of which there are none in the quarter  ended March 31, 1999,  made up
another  20%.  The  increase in the cost of  personnel  is  exaggerated  in this
comparison  as three months of  operations  and related  costs are included this
quarter  compared to one month of operations and related costs in the March 1998
quarter. The actual increase in monthly monitoring personnel costs is below 10%.
Skynet has  created a full scale  operational  monitoring  facility  in order to
expand that portion of its business and the current  facility has the capability
of  handling a six fold  increase  in its current  monitoring  business.  Skynet
anticipates  that revenue from  monitoring  services  will provide a substantial
portion of the Company's future consolidated revenues.

The   Company's   consolidated   overhead   expenses,   including   selling  and
administrative  costs for the quarter  ended March 31, 1999 were  $605,031.  The
comparative figure for 1998 was $99,487 which was significantly lower as it only
represented  one  month's  costs,  which had been  further  reduced  by one time
savings  made  during the  acquisition  of the UK  subsidiaries.  Comparison  of
individual  figures is therefore not  meaningful.  Depreciation  of $194,602 was
charged for the quarter to March 31, 1999, a non-cash item that  represents  32%
of total overhead.  The largest element of this was the depreciation of Skynet's
intellectual property rights in the amount of $168,847. Research and development
expenditure  of $8,693  was  incurred  during  the  quarter  representing  costs
associated  with  developing  and  testing  the new  Sk>AMP  range of  products.
Interest  charges  were  incurred  of $22,415,  of which  $21,497 was payable to
shareholders  in respect  to loans made to the  Company  after  March 31,  1998.
General and  administrative  expenses,  totalling $379,321 for the quarter ended
March 31, 1999,  includes  the largest  single  component of overhead  expenses,
which are  wages and  salaries,  including  social  security.  This  amounts  to
$182,027, or 30% of total overhead, and represents the wages and salaries of all
of  Skynet's  personnel,  excluding  monitoring  personnel.  The Company and its
subsidiaries  have  created  a  management  team and other  personnel  that they
believe  to be  necessary  for  the  expected  growth  of  the  business.  Other
significant  components of the Company and its  subsidiaries'  overhead expenses
were  marketing  costs,  professional  fees, and facility costs such as rent and
utilities.

                                        8

<PAGE>



The  Company's  consolidated  net loss for the quarter  ended March 31, 1999 was
$(688,837)  and after  foreign  currency  translation  gains of $946,  the total
comprehensive  loss for the quarter was $(687,891).  For the March 1998 quarter,
the  consolidated  net loss was  $(143,338)  and there was no  foreign  currency
translation gain or loss. The loss in 1999 is higher mainly because three months
results are  incorporated  and 1998  included  some one time savings  arising on
purchase of the UK subsidiaries.

Financial Condition.

There were no significant  changes to the net financial condition of the Company
in the three month  period  ended March 31, 1999.  The working  capital  deficit
increased  by about  $125,000  mainly as a result  of an  increase  in  accounts
payable and loans.  The Company  continues  to believe it has the support of its
major stockholders and that financing is available to meet all requirements.  In
May 1999, the Company  raised  $1,600,000 by issuing  Regulation S shares.  This
extra  working  capital  will  allow the  Company  to fully  exploit  the market
potential  for the new Sk>AMP  range of  products,  and expand its business in a
controlled but aggressive manner.

Readiness for Year 2000

The Company is in the process of analyzing  its Year 2000 risk.  The  monitoring
equipment  for the  Skynet  2001  system  will be  upgraded  to meet  Year  2000
compliance  at a cost  estimated  at  $20,000.  ComROAD has  confirmed  that its
products provided to Skynet will be Year 2000 compliant and the Company believes
that the monitoring equipment to be purchased from ComROAD to monitor the Sk>AMP
products  will be Year 2000  compliant.  The Company is expected to complete its
evaluation  of its and its  subsidiaries  systems prior to the end of the second
quarter of 1999, however,  the Company does not expect any Year 2000 problems to
have a material impact on the Company's business.

                                     PART II

                                Other Information

Item 1. Legal proceedings: None

Item 2. Changes in Securities: Sale of Regulation S stock to offshore investors

In January 1999, the Company sold 65,000 shares at $2.00 per share for $130,000.
In January,  39,250 shares were sold at $1.50 per share for $58,875. In January,
75,000  shares were sold at $1.00 per share for  $75,000.  In  February,  10,000
shares were sold at $2.00 per share for $20,000.  In March,  375,000 shares were
sold at $.33 per share for $123,750.  In March,  4,000 shares were sold at $3.50
per share for $14,000.  There were capital  raising  costs of $8,100  associated
with the transactions.


                                        9

<PAGE>



Item 3. Defaults Upon Senior Securities: None

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:    None
         (b)  Reports on Form 8-K: None


                                   SIGNATURES

         In accordance with the requirements of the Securities and Exchange Act,
the registrant  caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                   Skynet Telematics, Inc.


Dated: May 20, 1999                            
                                   Tomas George Wilmot, President



                                       10