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 August 31, 1999


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

     For the transition period from ______________ to ______________


                         Commission File Number 0-15304


                               AVESIS INCORPORATED
                     ---------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)


           Delaware                                              86-0349350
-------------------------------                              -------------------
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)


            3724 North Third Street, Suite 300 Phoenix, Arizona 85012
            ---------------------------------------------------------
                    (Address of principal executive offices)


                                (602) 241 - 3400
                           ---------------------------
                           (Issuer's telephone number)

     Check  whether  the issuer (1) 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 [ ]

     The  number of  outstanding  shares  of the  registrant's  Common  Stock on
September 23, 1999 was 7,343,297.

     TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (Check One)

     [ ] Yes [X] No
<PAGE>
                          PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               AVESIS INCORPORATED
                                  BALANCE SHEET
                              AS OF AUGUST 31, 1999
                                   (Unaudited)

ASSETS
Current assets:
  Cash and cash equivalents                                        $  2,619,661
  Receivables, net                                                      285,135
  Prepaid expenses and other                                            228,660
                                                                   ------------
      Total current assets                                            3,133,456
  Property and equipment, net                                           498,623
  Deposits and other assets                                             245,681
                                                                   ------------
                                                                   $  3,877,760
                                                                   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                 $  1,308,688
  Current installments of obligations under capital lease                10,288
  Accrued expenses-
    Compensation                                                         43,961
    Other                                                                 8,396
  Deferred income                                                        17,883
                                                                   ------------
      Total current liabilities                                       1,389,216
Obligations under capital lease, excluding current installments          17,583
                                                                   ------------
      Total liabilities                                               1,406,799
                                                                   ------------
Stockholders' equity:
  Preferred stock $.01 par value, authorized 12,000,000 shares:
    $3.75 Class A, senior nonvoting cumulative convertible
      preferred stock, Series A, $.01 par value; authorized
      1,000,000 shares; 301,160 issued and outstanding
      (liquidation preference of $3.75 per share)                         3,012
    $10 Class A, nonvoting cumulative convertible preferred
      stock, Series 2, $.01 par value; authorized 1,000,000
      shares; 5,000 shares issued and outstanding (liquidation
      preference of $10 per share) and $30,375 of dividends in
      arrears at $6.075 per share; dividends accrue at $.225
      per share per calendar quarter                                         50
  Common stock of $.01 par value, authorized 20,000,000 shares;
     7,356,297 shares issued and outstanding                             73,563
  Additional paid-in capital                                         10,458,180
  Accumulated deficit                                                (8,063,844)
                                                                   ------------
      Total stockholders' equity                                      2,470,961
                                                                   ------------
                                                                   $  3,877,760
                                                                   ============

        The accompanying notes are an integral part of these statements.

                                        2
<PAGE>
                               AVESIS INCORPORATED
                            STATEMENTS OF OPERATIONS
                 FOR THE QUARTERS ENDED AUGUST 31, 1999 AND 1998
                                   (Unaudited)


                                                          Quarters Ended
                                                   ----------------------------
                                                       1999            1998
                                                   ------------    ------------
Service revenues:
  Administration fees                              $  2,074,723    $  1,994,944
  Buying group                                          356,883         405,713
  Provider fees                                          37,438          37,053
  Other                                                   2,059           1,588
                                                   ------------    ------------
  Total service revenues                              2,471,103       2,439,298

Cost of services                                      1,805,905       1,832,672
                                                   ------------    ------------

  Income from services                                  665,198         606,626

General and administrative expenses                     283,972         237,884

Selling and marketing expenses                          266,100         249,423
                                                   ------------    ------------

  Income from operations                                115,126         119,319
                                                   ------------    ------------

Non-operating income:
  Other income                                              702           1,319
  Interest income                                        28,231          10,128
  Interest expense                                         (897)         (1,104)
                                                   ------------    ------------
  Net non-operating income                               28,036          10,343
                                                   ------------    ------------

  Net income                                       $    143,162    $    129,662
                                                   ============    ============

Preferred stock dividends                               (26,535)        (28,053)

  Net income available to common stockholders      $    116,627    $    101,599
                                                   ============    ============

Earnings per share - Basic                         $       0.02    $       0.02
                                                   ============    ============

Earnings per share - Diluted                       $       0.01    $       0.02
                                                   ============    ============

Weighted average common and equivalent
shares outstanding - Basic                            7,356,297       5,059,711
                                                   ============    ============

Weighted average common and equivalent
0shares outstanding - Diluted                        10,493,904       8,327,918
                                                   ============    ============

        The accompanying notes are an integral part of these statements.

                                        3
<PAGE>
                               AVESIS INCORPORATED
                            STATEMENTS OF CASH FLOWS
                 FOR THE QUARTERS ENDED AUGUST 31, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 1999           1998
                                                              -----------    -----------
<S>                                                           <C>            <C>
Cash flows from operating activities:
  Net income                                                  $   143,162    $   129,662
                                                              -----------    -----------
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                                  35,444         27,892
    Provision for losses on accounts receivable                   (12,771)           -0-
    Increase (decrease) in cash resulting from changes in:
      Receivables                                                  68,641        139,162
      Prepaid expenses and other                                   28,241        (13,401)
      Other assets                                                (11,762)           722
      Accounts payable                                            (55,898)       159,064
      Accrued expenses                                            (55,584)       (31,165)
      Deferred income                                               5,681          4,399
      Accrued rent                                                    -0-         (5,875)
                                                              -----------    -----------
        Total adjustments                                           1,992        280,798
                                                              -----------    -----------
        Net cash provided by operating activities                 145,154        410,460
                                                              -----------    -----------
Cash flows from investment activities:
  Purchases of property and equipment                             (67,979)       (52,702)
  Proceeds from dispositions of property and equipment                -0-          1,370
                                                              -----------    -----------
        Net cash used in investing activities                     (67,979)       (51,332)
                                                              -----------    -----------
Cash flows from financing activities:
  Principal payments under capital lease obligation                (2,785)        (2,579)
  Exercise of stock options and warrants                              -0-      1,228,656
  Payment of dividend on preferred stock                          (50,821)           -0-
  Payments for repurchase of common and preferred stock            (3,250)      (647,568)
                                                              -----------    -----------
        Net cash (used in) provided by financing activities       (56,856)       578,509
                                                              -----------    -----------

        Net increase in cash and cash equivalents                  20,319        937,637

Cash and cash equivalents, beginning of period                  2,599,342        993,610
                                                              -----------    -----------
Cash and cash equivalents, end of period                      $ 2,619,661    $ 1,931,247
                                                              ===========    ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                        4
<PAGE>
                               AVESIS INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AUGUST 31, 1999 AND 1998
                                   (Unaudited)

Note 1. Basis of Presentation

     The accompanying  unaudited condensed  consolidated financial statements of
Avesis Incorporated, and its wholly-owned subsidiary, Avesis of Washington, D.C.
(collectively,  the "Company")  have been prepared in accordance  with generally
accepted accounting principles for interim financial information and pursuant to
the  rules  and   regulations  of  the   Securities  and  Exchange   Commission.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted  accounting  principles for a complete financial statement
presentation.  In the opinion of Management,  such unaudited interim information
reflects  all  adjustments,  consisting  only  of  a  normal  recurring  nature,
necessary  to  present  the  Company's  financial  position  and the  results of
operations and cash flows for the periods  presented.  The results of operations
for interim periods are not necessarily indicative of the results to be expected
for a full fiscal year. These condensed consolidated financial statements should
be read  in  conjunction  with  the  Company's  audited  consolidated  financial
statements  included in the Company's Annual Report on Form 10-KSB, for the year
ended May 31, 1999.

Note 2. Earnings per Share

     A summary of the  reconciliation  from basic  earnings per share to diluted
earnings per share for the quarters ended August 31, 1999 and 1998 follows:

<TABLE>
<CAPTION>
                                                          Quarter ended    Quarter ended
                                                         August 31, 1999  August 31, 1998
                                                           -----------      -----------
<S>                                                        <C>              <C>
     Net earnings                                          $   143,162      $   129,662
     Less: preferred stock dividends                            26,535           28,063
                                                           ===========      ===========
     Income available to common stockholders                   116,627          101,599
                                                           ===========      ===========
     Basic EPS - weighted average shares outstanding         7,356,297        5,059,711
                                                           ===========      ===========
     Basic earnings per share                              $      0.02      $      0.02
                                                           ===========      ===========
     Basic EPS - weighted average shares outstanding         7,356,297        5,059,711
     Effect of dilutive securities:
       Stock Purchase Options - common stock                   112,746               --
       Convertible preferred stock                           3,024,861        3,268,207
                                                           -----------      -----------
     Dilutive EPS - weighted average shares outstanding     10,493,904        8,327,918
     Net earnings                                          $   143,162      $   129,662
                                                           -----------      -----------
     Diluted earnings per share                            $      0.01      $      0.02
                                                           ===========      ===========
</TABLE>

                                        5
<PAGE>
NOTE 3. USE OF ESTIMATES

     Management  of the  Company  has made  certain  estimates  and  assumptions
relating to the  reporting  of assets,  liabilities,  revenues  and  expenses to
prepare  the  financial   statements  in  conformity  with  generally   accepted
accounting principles. Actual results could differ from those estimates.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS FOR THE
        QUARTERS ENDED AUGUST 31, 1999 AND 1998

     The  statements   contained  in  this  discussion  and  analysis  regarding
management's anticipation of adequacy of cash reserves for operations,  adequacy
of reserves for claims,  anticipated level of operating  expenses related to new
Members,  viability of the Company,  cash flows and marketability of the Company
constitute  "forward-looking"  statements  within  the  meaning  of the  Private
Securities  Litigation  Reform Act of 1995.  Such  statements  involve risks and
uncertainties,  which could cause actual results to differ  materially  from the
forward-looking statements.  Management's anticipation is based upon assumptions
regarding the market in which the Company  operates,  the level of  competition,
the level of demand for  services,  the  stability  of costs,  the  retention of
Sponsors and Members enrolled in the Company's benefit  programs,  the relevance
of the Company's historical  performance,  Year 2000 issues and the stability of
the regulatory environment. Any of these assumptions could prove inaccurate, and
therefore there can be no assurance that the  forward-looking  information  will
prove to be accurate.

     Avesis Incorporated,  a Delaware corporation (together with its subsidiary,
the  "Company"),  incorporated  in June 1978,  markets and  administers  vision,
dental, chiropractic and hearing managed care and discount programs ("Programs")
nationally.  The Programs are designed to enable participants  ("Members"),  who
are  enrolled  through  various  sponsoring   organizations  such  as  insurance
carriers, HMOs, Blue Cross and Blue Shield organizations,  corporations,  unions
and  various  associations  ("Sponsors"),  to realize  savings on  purchases  of
services and products  through  networks of providers such as  ophthalmologists,
optometrists,   opticians,  dentists,   chiropractors  and  hearing  specialists
("Providers").

     The Company derives its  administration  fee revenue from plan Sponsors who
customarily  pay a set fee per Member per month.  Administration  fee revenue is
recognized  on the accrual basis during the month that the Member is entitled to
use the benefit.  Certain Sponsors pay for services rendered by the Company on a
fee for  service  basis.  Based upon the type of program  (e.g.,  managed  care,
discount,  third party administration) the Provider's claim for service provided
to  Members  is paid  either by the  Company,  Sponsor,  Member  or  combination
thereof.  Buying  Group  revenues  are  recorded at the total  amount  billed to
participating  Providers  and  recognized  in the month the  product is shipped.
Vision  Provider  fee revenue is based upon a percentage  of  materials  sold by
certain participating providers under certain plans.

                                        6
<PAGE>
RESULTS OF OPERATIONS:

     The  following  tables  detail the  Company's  major  revenue  and  expense
categories for the quarters ended August 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                 Quarter Ended                  Quarter Ended
                                August 31, 1999                August 31, 1998         Increase/(Decrease)
                           ---------------------------   ---------------------------   -------------------
                                         % of Total                    % of Total                   %
Revenue:                               Service Revenue               Service Revenue              Change
--------                               ---------------               ---------------              ------
<S>                        <C>              <C>          <C>              <C>           <C>       <C>
Total Service Revenue      $2,471,103       100%         $2,439,298       100%          $31,805       1%
Vision & Hearing Program    1,868,728        76%          1,691,887        69%          176,841      11%
Vision Provider Fee            37,438         2%             37,053         2%              385       1%
Dental Program                205,987         8%            296,785        12%          (90,798)    (31%)
Buying Group Program          356,883        14%            405,713        17%          (48,830)    (12%)

Expenses:
---------
Cost of Services            1,805,905        73%          1,832,672        75%          (26,767)     (1%)
General & Administrative      283,972        12%            237,884        10%           46,088      19%
Selling & Marketing           266,100        11%            249,423        10%           16,677       7%

Net Income                    143,162         6%            129,662         5%           13,500      10%
</TABLE>

     Past and future  revenues in all lines of business are directly  related to
the number of Members enrolled in the Company's benefit programs. However, there
may be  significant  pricing  differences  to Sponsors  depending on whether the
benefit  offered  is  funded  in part or whole by the plan  Sponsor.  Two  major
Sponsors  accounted  for 48% and 14% of  total  service  revenues  in the  first
quarter of fiscal 2000, and three major Sponsors  accounted for 28%, 16% and 14%
of total  service  revenues  in the first  quarter  of fiscal  1999.  Two of the
Company's three major Sponsors accounted for separately during the first quarter
of fiscal  1999 were  combined  before  the first  quarter of fiscal  2000.  The
Company is  substantially  dependent on a limited  number of Sponsors and may be
materially  adversely  affected  by  termination  of its  agreements  with those
Sponsors.

     The increase in total service  revenues is principally due to a vision plan
Sponsor who has increased the level of benefit of its Members, and the resulting
fees,  over the prior year,  and a second  vision plan  Sponsor  which has added
approximately 93,000 Members since August 1998.

     The Company had  approximately  784,000 vision and 4,000 hearing Members as
of August 31, 1999,  compared to approximately  794,000 vision and 6,000 hearing
Members as of August 31, 1998. The increase in vision and hearing revenue during
the first  quarter of fiscal year 2000 as compared to the  previous  fiscal year
was largely the result of the two vision plan Sponsors  mentioned  above.  Other
changes in the number of vision and hearing  Members  occurred  due to Sponsors'
employee  or  Member  fluctuations  in the  normal  course of  business.  Vision
provider fee revenue remained constant as a percentage of total service revenues
from the first  quarter of fiscal year 1999 to the first  quarter of fiscal year
2000.

                                        7
<PAGE>
     The Company had approximately 126,000 dental Members as of August 31, 1999,
compared to  approximately  162,000  dental  Members as of August 31, 1998.  The
decline of the Company's  dental program revenue and membership  resulted from a
Sponsor's loss of approximately 23,000 Members who participated in the Company's
dental program. There also have been reductions in Members from various Sponsors
in the normal course of business.

     The Company makes available to its vision  Providers a buying group program
that enables the Provider to order  eyeglass  frames from the  manufacturers  at
discounts from wholesale costs. These discounted prices are generally lower than
a Provider could negotiate individually, due to the large volume of purchases of
the buying group.

     Costs of Services  primarily relate to servicing  Members,  Providers,  and
Sponsors under the Company's vision,  hearing,  dental and chiropractic  benefit
programs  as well as the cost of  frames  that are sold  through  the  Company's
buying group program as discussed above. Cost of Services  decreased slightly as
a percentage of total service revenues during the quarter ended August 31, 1999,
as compared to the same period in fiscal 1999.  This is due to the  efficiencies
of scale that the Company is starting  to realize as its total  service  revenue
continues to grow. However,  Cost of Services increased as a percentage of total
service revenue during the first quarter of fiscal 2000 (73%) as compared to the
average for the entire previous fiscal year (70%). This increase was largely due
to the Company's  focus on Customer  Service,  Network  Development and Provider
communication.  During the first quarter of fiscal 2000, the Company's  Vision &
Dental Provider Networks each grew by approximately 9%.

     General and  Administrative  expenses  increased as a  percentage  of total
service  revenue  during the quarter  ended August 31, 1999,  as compared to the
quarter  ended  August 31,  1998.  The  increase was largely due to increases in
rent,  depreciation  and  equipment  rentals  related  to the  expansion  of the
Company's  principal  offices  beginning  February 1999. The Company's  payments
under its  Management  Agreement  with  National  Health  Enterprises,  Inc. (an
affiliate)  increased  by $50,000 to $300,000  annually as of June 1, 1999.  The
Company  also  began  making  monthly  payments  under  its  Investment  Advisor
Agreement  with Richter & Co., Inc. (an  affiliate) at an annual rate of $30,000
as of June 1, 1999.

     Selling and marketing expenses include marketing fees, broker  commissions,
inside sales and marketing salaries and related expenses,  travel related to the
Company's sales activities and an allocation of related overhead  expenses.  The
increase in expenses  during the current period was primarily due to the payroll
and related expenses for a senior  salesperson that joined the Company after the
first  quarter of fiscal 1999. A significant  amount of the Company's  marketing
activities  has been  outsourced  to  management  consultants,  National  Health
Enterprises (an affiliate).

                                        8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     The Company had cash and cash  equivalents  of  $2,619,661 as of August 31,
1999,  compared to  $2,599,342  as of May 31,  1999.  The increase of $20,319 is
primarily due to the Company's net income earned during the quarter ended August
31,  1999,  partially  offset by fixed  asset  purchases  and the  payment  of a
dividend on the  Company's  Series A preferred  stock.  Current cash on hand and
cash  provided  from  operations  is  expected  to allow the  Company to sustain
operations for the foreseeable future.

     As of August 31,  1999,  the Company had  $1,308,688  of Accounts  Payable,
compared to  $1,364,586  as of May 31,  1999.  Included in Accounts  Payable are
reserves for claims of  $1,102,565 as of August 31, 1999,  and  $1,082,072 as of
May  31,  1999.   The   reserves  are  for  incurred  but  not  reported   claim
reimbursements  to Providers who  participate in certain  managed care programs.
The Company believes this reserve is adequate based upon historical results.

     The Company expects to pay dividends of approximately $50,000 on the Series
 A Preferred Stock on December 1, 1999.

YEAR 2000 COMPLIANCE

     The Year 2000 issue is the result of  computer  systems  that were  written
using  two  digits  rather  than  four  to  define  the  applicable  year.  This
programming  decision may prevent such systems from accurately  processing dates
occurring in the Year 2000 and thereafter.  This could result in system failures
or in  miscalculations  causing a disruption of operations,  including,  but not
limited to, a temporary inability to process Member eligibility information,  to
process  claims  payments,  or to  engage in  routine  business  activities  and
operations.

     During July 1997,  the  Company  contracted  with a third  party  vendor to
develop  new systems to support  the  Company's  claims  payment,  customer  and
provider  service,  quality  assurance and network  development  functions.  The
Company  missed  its  anticipated  implementation  date  for the new  system  of
September 1, 1999, due to issues with data conversion from its current  systems.
As of October 4, 1999, the issues have been  addressed in a satisfactory  manner
and the Company's  expectation is that the new system will be fully  implemented
as  of  November  1,  1999.  As  of  August  31,  1999,  the  Company  had  paid
approximately $429,000 for software development and related hardware,  which was
capitalized.  The Company expects to incur  approximately  $55,000 of additional
software development and related hardware expenses during fiscal 2000.

     The Company has reviewed all other  internally  used  software and believes
that its systems that have  recently  been  developed  and are  currently  under
testing and all other critical applications are Year 2000 compliant.  Based upon
its current computer  operations and systems  development,  the Company believes
that its risks related to Year 2000 compliance are minimal. The Company does not
presently  anticipate  that any additional  costs to address the Year 2000 issue
will have a  material  adverse  effect  on the  Company's  financial  condition,
results of operations or liquidity.

                                        9
<PAGE>
     The  Company is in the  process of  contacting  all vendors and clients who
forward data  electronically  to determine the extent of their compliance and to
plan accordingly.  Based upon information  recently received from third parties,
the Company  believes  that all  significant  vendors and clients have Year 2000
remediation   efforts  underway.   The  Company's  five  largest  Sponsors  that
collectively  account  for  greater  than 90% of the  total  administration  fee
revenue either  electronically  transmit data using a four-digit year or forward
data in a hard copy format.  To the extent that the Company's  vendor and client
data are not Year 2000  compliant,  the  Company's new systems have been written
with  the  flexibility  to  translate  the  data  accordingly  into a Year  2000
compliant  format.  While  the  Company  believes  that  its  risks  related  to
disruption  arising  from Year 2000  compliance  by vendors  and its clients are
minimal,  it does not have any  control  over  these  third  parties  and cannot
determine to what extent future operating  results may be adversely  affected by
the failure of third parties to address Year 2000 issues successfully.

                                       10
<PAGE>
                            PART II OTHER INFORMATION

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     (b)  The  Certificate  of  Designation  for the  Company's  Class A, Senior
          Nonvoting Cumulative  Convertible Preferred Stock, Series A, restricts
          the payment of dividends on the Company's Series 2 Preferred Stock and
          Common  Stock.  Accordingly,  the  Company  may not pay the  quarterly
          dividend  otherwise  scheduled  for payment  during  October  1999, on
          shares of its Series 2 Preferred  Stock.  Such dividend is cumulative,
          and the total dividend arrearage is $31,500, or $6.30 per share, as of
          September 30, 1999 for all 5,000 shares outstanding.

ITEM 5. OTHER INFORMATION

     RETIREMENT OF STOCK INFORMATION

     As previously disclosed in the Company's Form 10-KSB for the year ended May
     31, 1999,  filed on August 25, 1999,  the Company made the following  stock
     repurchases and retirements:

                                  Series 2      Total Purchase Price
                  Date             Shares       including Commissions
              -------------       --------      ---------------------
              June 29, 1999        1,000               $3,276

     Subsequent  to the filing of the  Company's  Form 10-KSB for the year ended
     May 31,  1999,  the  Company  made  the  following  stock  repurchases  and
     retirements:

                                           Series A     Total Purchase Price
           Date           Common Shares     Shares      including Commissions
     -----------------    -------------    --------     ---------------------
     September 3, 1999         13,000                          $ 6,392
     September 13,1999                       3,500             $17,522

     CHANGE IN FISCAL YEAR

     On October 5, 1999, the Company's Board of Directors approved the change of
     the Company's  fiscal year end from May 31 to December 31. The Company will
     file a transition report on Form 10-QSB for the quarter ended September 30,
     1999 by November 15, 1999.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  See Exhibit Index following the Signatures page, which is incorporated
          herein by reference.

     (b)  No reports on Form 8-K were filed during the quarter  ended August 31,
          1999.

                                       11
<PAGE>
                                   SIGNATURES

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


                                        AVESIS INCORPORATED
                                        (Registrant)


Date: 10/12/99                          /s/ Neal A. Kempler
                                        ----------------------------------------
                                        Neal A. Kempler, Vice President
                                        and Secretary


Date: 10/12/99                          /s/ Joel H. Alperstein
                                        ----------------------------------------
                                        Joel H. Alperstein, Director of Finance
                                        and Treasurer
                                        (Principal Financial Officer)

                                       12
<PAGE>
                               Avesis Incorporated
                                  Exhibit Index
                Form 10-QSB for the Quarter Ended August 31, 1999


Exhibit No.     Description                  Incorporated by Reference from the:
-----------     -----------                  -----------------------------------
11              Statement re: Computation    Earnings (Loss) per Share
                of per Share Earnings        Computation, see Note 2 to the
                                             Notes to Condensed Consolidated
                                             Financial Statements

27              Financial Data Schedule      Filed herewith