FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended March 31, 1999

                                       OR

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

For the transition period from __________ to __________

Commission file number: 0-22675

                               800-JR Cigar, Inc.

                       Delaware                                  52-2022117
            (State or other jurisdiction of                   (I.R.S. Employer
            incorporation or organization)                   Identification No.)

                      301 Route 10 East, Whippany,  New Jersey 07981, USA
                                         (973)884-9555

                       Not applicable
(Former name, former address, and former fiscal year, if changed since last
 report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

                       Common  Stock,  $.01 par value - 12,752,146  shares as of
May 13, 1999.

<PAGE>

                       800-JR Cigar, Inc. and Subsidiaries

                               Index to Form 10-Q





Part I - Financial Information

Item 1.  Financial Statements                                               Page
   Consolidated Statements of Income for the Three-Month Periods
     ended March 31, 1999 and 1998 (Unaudited).................................3
   Consolidated Balance Sheets as of March 31, 1999 (Unaudited) and
     December 31, 1998 ........................................................4
   Consolidated Statements of Cash Flows for the Three-Month Periods ended
     March 31, 1999 and 1998 (Unaudited).......................................5
   Notes to Consolidated Financial Statements..................................6

Item 2.  Management's Discussion and Analysis of Financial Condition
   and Results of Operations..................................................10


Part II - Other Information

Item 1.  Legal Proceedings....................................................12

Item 2.  Change in Securities and Use of Proceeds.............................13

Item 6.  Exhibits and Reports on Form 8-K.....................................13
   Signatures.................................................................14


<PAGE>
                       800-JR Cigar, Inc. and Subsidiaries

                        Consolidated Statements of Income
                                   (Unaudited)

                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                        Three-month period
                                                          ended March 31
                                                      1999              1998
                                                --------------------------------
<S>                                                 <C>               <C>    
Net sales                                           $ 72,821          $62,196
Cost of goods sold                                    59,994           49,632
                                                --------------------------------
Gross profit                                          12,827           12,564

Operating expenses:
   Selling                                             1,956            1,350
   General and administrative expenses                 6,216            4,966
   Depreciation and amortization                         489              367
                                                --------------------------------
Income from operations                                 4,166            5,881

Other income (expense):
   Interest expense                                     (255)            (370)
   Interest income                                       244              399
   Rental income                                          40               42
   Other, net                                            (71)              13
                                                --------------------------------
Income before income taxes                             4,124            5,965

Provision for income taxes                             1,678            2,433
                                                ================================
Net income                                          $  2,446         $  3,532
                                                ================================

Per share data
 Earnings per share - basic                         $    .19         $    .28
                                                ================================
 Earnings per share - diluted                       $    .19         $    .27
                                                ================================
 Weighted average shares outstanding - basic          12,600           12,750
                                                ================================
 Weighted average shares outstanding - diluted        12,600           12,873
                                                ================================

See accompanying notes.
</TABLE>

<PAGE>

                       800-JR Cigar, Inc. and Subsidiaries

                           Consolidated Balance Sheets

                                 (In thousands)
<TABLE>
<CAPTION>

                                                      March          December
                                                     31, 1999        31, 1998
                                                 -------------------------------
Assets                                             (Unaudited)      (Audited)
Current assets:
<S>                                                  <C>            <C>        
   Cash and cash equivalents                         $   10,932     $    12,759
   Short-term investments                                 1,849           5,719
   Accounts receivable, net                               3,038           2,568
   Merchandise inventory                                 48,552          49,056
   Prepaid expenses and other current assets              4,556           4,712
   Loans receivable - affiliates and other 
    associated entities                                   1,035             685
   Deferred tax asset                                     1,183           1,183
                                                 -------------------------------
Total current assets                                     71,145          76,682

Property, equipment and improvements, at cost,
    net of accumulated
   depreciation and amortization                         27,654          27,614
Other assets                                                376             376
                                                 ===============================
Total assets                                         $   99,175     $   104,672
                                                 ===============================

Liabilities and stockholders' equity Current liabilities:
   Current portion of distribution notes payable to
     stockholders                                    $    7,933     $     7,933
   Notes payable                                          2,000               -
   Accounts payable                                       9,902          16,238
   Accrued expenses                                       2,084           1,864
                                                 -------------------------------
Total current liabilities                                21,919          26,035

Distribution notes payable to stockholders, less current
   portion                                                2,983           4,967
                                                 -------------------------------
Total liabilities                                        24,902          31,002

Commitments and contingencies

Stockholders' equity:
   Common stock                                             128             128
   Additional paid-in capital                            52,752          52,751
   Retained earnings                                     24,512          22,066
                                                 -------------------------------
                                                         77,392          74,945
   Less treasury stock, at cost                          (3,119)         (1,275)
                                                 -------------------------------
Total stockholders' equity                               74,273          73,670
                                                 -------------------------------
Total liabilities and stockholders' equity           $   99,175     $   104,672
                                                 ===============================

See accompanying notes.
</TABLE>

<PAGE>

                      800-JR Cigar, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                 (In thousands)
<TABLE>
<CAPTION>

                                                      Three-month period
                                                        ended March 31
                                                    1999              1998
                                              ----------------------------------

Cash flows from operating activities
<S>                                              <C>              <C>      
Net income                                       $   2,446        $   3,532
Adjustments to reconcile net income to net cash
   (used in) provided by
   operating activities:
     Depreciation and amortization                     489              367
     Provision for uncollectible accounts               30                -
     Deferred income taxes                               -               11
     Gain on sale of short-term investments            (25)               -
     Changes in operating assets and liabilities:
       Accounts receivable                            (500)          (2,003)
       Merchandise inventory                           504           (3,906)
       Prepaid expenses and other current assets       156              301
       Other assets                                      -             (155)
       Accounts payable and accrued expenses        (6,116)           6,541
                                              ----------------------------------
Net cash (used in) provided by operating activities (3,016)           4,688

Cash flows from investing activities
Purchase of short-term investments                    (931)          (3,779)
Proceeds from sales of short-term investments         4,826                -
Purchase of property and equipment                    (529)          (1,882)
Loans (extended to) repaid by affiliates and other
  associated entities                                 (350)             183
                                              ----------------------------------
Net cash provided by (used in) investing activities  3,016           (5,478)

Cash flows from financing activities
Purchase of treasury stock                          (1,844)               -
Proceeds from issuance of Common Stock                   1                -
Proceeds from short-term borrowings                  2,000                -
Payments on distribution notes                      (1,984)          (1,983)
                                              ----------------------------------
Net cash used in financing activities               (1,827)          (1,983)
                                              ----------------------------------

Net decrease in cash and cash equivalents           (1,827)          (2,773)
Cash and cash equivalents at beginning of period     12,759           16,572
                                              ----------------------------------
Cash and cash equivalents at end of period        $  10,932        $  13,799
                                              ==================================

Supplemental disclosures of cash flow information
Interest paid                                    $     211        $     347
                                              ==================================

Income taxes paid                                $     566        $     297
                                              ==================================

See accompanying notes.
</TABLE>

<PAGE>

                       800-JR Cigar, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements
                                   (Unaudited)
                    (In thousands, except per share amounts)

                                 March 31, 1999


1.  Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with  the  instructions  to Form  10-Q and  Rule  10-01 of  Regulation  S-X.
Accordingly, they do not include all of the information and footnote disclosures
normally included in complete financial  statements  prepared in accordance with
generally  accepted  accounting  principles.  For further  information,  such as
significant  accounting policies followed by the Company,  refer to the notes to
the Company's audited consolidated financial statements.

In the opinion of management,  the unaudited  financial  statements  include all
necessary  adjustments  (consisting  of normal,  recurring  accruals) for a fair
presentation of the financial position, results of operations and cash flows for
the interim  periods  presented.  The results of operations for the  three-month
periods  ended March 31, 1999 and 1998,  are not  necessarily  indicative of the
operating results to be expected for a full year.

2.  Basis of Presentation

800-JR Cigar,  Inc. ("800-JR Cigar") was incorporated in Delaware in March 1997.
In  connection  with  800-JR  Cigar's  initial  public  offering  of stock  (the
"Offering")  on June 26, 1997, the former  principals of a predecessor  group of
companies  contributed  to  800-JR  Cigar  all of the  outstanding  stock in the
entities  that  comprise the  predecessor  group of  companies,  in exchange for
9,300,000 shares of common stock of 800-JR Cigar.

All significant intercompany balances and transactions have been eliminated.

<PAGE>

                       800-JR Cigar, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements
                                   (Unaudited)
                    (In thousands, except per share amounts)

                                 March 31, 1999


3.  Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>

                                                  Three-month period
                                                    ended March 31
                                                 1999             1998
                                          ------------------------------------

Numerator:
<S>                                             <C>               <C>      
   Net income                                   $   2,446         $   3,532
                                          ====================================

Denominator:
   Denominator for basic earnings per share -
     weighted-average shares                       12,600            12,750

   Effect of dilutive securities - stock options        -               123
                                          ------------------------------------

Denominator for diluted earnings per share - adjusted
   weighted-average shares and assumed conversion
                                                   12,600            12,873
                                          ====================================

Basic earnings per share                         $    .19          $    .28
                                          ====================================

Diluted earnings per share                       $    .19          $    .27
                                          ====================================
</TABLE>

4.  Initial Public Offering

Effective June 26, 1997,  the Company sold 3,450,000  shares of its common stock
at a price of $17 per share in an initial public  offering.  Net proceeds of the
Offering,   after  deducting   underwriting   discounts  and  commissions,   and
professional  fees  aggregated  $53,270.  As of March 31, 1999,  proceeds of the
Offering  were  used  for  the  following  purposes:  (i) to  repay  outstanding
indebtedness  of $7,300,  (ii) $6,000 for the relocation and design of specialty
stores, (iii) $10,500 for a new discount outlet store and warehouse distribution
center,  (iv) the quarterly  principal  payment of distribution  notes of $7,900
through  June 30,  1998,  (v)  payment of signing  bonuses  in  connection  with
long-term  service  agreement,  (vi)  $3,000 for the  upgrade  of the  Company's
information systems,  (vii) interest payments of $1,400 through June 30, 1998 on
the Distribution  Notes,  (viii) $200 for the expansion of retail selling space,
and (ix)  $14,900  for  working  capital and  general  corporate  purposes.  The
remaining  proceeds of $570 are expected to be used for the  expansion of retail
selling space within the Company's existing retail stores.

<PAGE>

                       800-JR Cigar, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements
                             (Unaudited) (continued)
                    (In thousands, except per share amounts)


5.  Revolving Credit Facility

The Company has a $20 million revolving Credit Facility which expires on May 31,
1999.  Borrowings  under this  facility are  unsecured  and bear interest at the
bank's  prime rate minus  1/2% or, at the option of the  Company,  1.5% over the
London  Interbank  Offered  Rate  (LIBOR).  At March 31,  1999,  $2 million  was
outstanding under this facility.

6.  Stock Repurchase Plan

On August 25, 1998, the Board of Directors  approved the repurchase of up to $10
million  of the  Company's  common  stock  from time to time  subject  to market
conditions.  Purchases can be made in the open market or in privately negotiated
transactions.  At March 31, 1999, the Company had purchased  322,500 shares at a
cost of $3,119.

7.  Segment Reporting

The  Company has two  segments  determined  by type of  customer  and made up of
retail and wholesale  operations.  The Company's  retail  division sells cigars,
tobacco  products,  cigarettes,  fragrances and other merchandise to the general
public through direct mail order,  cigar stores, and discount outlet stores. The
Company's   wholesale   division   sells  cigars  and  cigarettes  to  wholesale
distributors through the wholesale mail order and wholesale cigarette operations
located within the Company's  discount outlet stores.  The Company operates only
throughout the United States.

The reportable  segments are each managed separately because the Company markets
these segments of the business  separately.  Although revenues of the retail and
wholesale  divisions are further monitored based upon marketing and distribution
channel, overall profitability is measured only at the retail/wholesale level.

The  Company  evaluates  performance  based on  profit or loss.  The  accounting
policies  of the  reportable  segments  are the same as those  described  in the
summary of  significant  accounting  policies.  The accounting for the assets of
each segment is the same as in consolidation.

<PAGE>

                       800-JR Cigar, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements
                             (Unaudited) (continued)
                    (In thousands, except per share amounts)

                                 March 31, 1999


7.  Segment Reporting (continued)

The Company's  operations by business  segments for the three months ended March
31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                  Three-month period
                                                    ended March 31
                                                1999             1998
                                          ------------------------------------

Net sales
<S>                                               <C>               <C>    
  Retail                                          $36,338           $32,286
  Wholesale                                        36,483            29,910
                                          ====================================
Total consolidated net sales                      $72,821           $62,196
                                          ====================================

Segment net income
  Retail                                        $   1,493         $     786
  Wholesale                                         1,220             2,798
                                          ------------------------------------
Total segment net income                            2,713             3,584

Reconciling item
  Corporate net loss                                 (267)              (52)
                                          ====================================
Total consolidated net income                    $   2,446         $   3,532
                                          ====================================
</TABLE>

There has been no  material  change in total  assets by segment  from the amount
disclosed in the annual report on Form 10-K at December 31, 1998.

8.  Subsequent Event

On  April  26,  1999,  the  Company  commenced  sales on its  internet  web site
jrcigars.com which allows customers in the United States to order cigars via the
internet.

<PAGE>

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operation

This report contains  certain  "forward-looking  statements."  Those  statements
appear in a number of places in this report and include statements regarding the
intent,  belief or current  expectations  of the company,  its directors and its
officers with respect to, among other things: (i) trends affecting the Company's
financial  condition  or results of  operations;  (ii) the  Company's  financing
plans; (iii) the Company's  business and growth strategies;  (iv) the use of the
proceeds of the Offering by the Company;  (v) the Company's  ability to identify
and address Year 2000 issues; and (vi) the declaration and payment of dividends.
Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future  performance  and involve risks and  uncertainties  and
that  actual  results  may  differ   materially  from  those  projected  in  the
forward-looking statements as a result of various factors.

General.

The  Company is one of the largest  distributors  and  retailers  of tobacco and
tobacco related  products in North America.  The Company operates in a large and
highly fragmented industry  characterized by multiple and relatively undeveloped
channels of  distribution.  With its 29-year history in the cigar industry,  the
Company has  established  itself as an important  participant in the movement of
tobacco products from  manufacturers to the customers.  Manufacturers  value the
Company's  ability  to  perform  distribution,   credit,  customer  support  and
marketing  functions,  which  would  otherwise  be  the  responsibility  of  the
manufacturer.  Customers  value  the  Company's  extensive  variety  of  tobacco
products  and rapid order  fulfillment  and benefit  from  advantageous  pricing
derived   through  the  Company's   volume  buying  as  a  direct  importer  and
distributor.

Three-month Period Ended March 31, 1999 Compared to Three-Month Period Ended
March 31, 1998

Net sales were $72.8  million and $62.2  million for the first  quarters of 1999
and 1998,  respectively,  an increase of $10.6  million or 17.1%.  Retail  sales
increased  12.5 % to $36.3  million  for the first  quarter  of 1999 from  $32.3
million for the first  quarter of 1998.  The  increase  in retail  sales was due
primarily  to a $4.8  million,  or  40.1%  increase  in  discount  outlet  store
operations resulting from the opening of the Burlington, North Carolina discount
outlet  store  which  commenced  operations  during the fourth  quarter of 1998.
Wholesale  sales increased 22.1 % to $36.5 million for the first quarter of 1999
from $29.9  million  over the same  period in the prior  year.  The  increase in
wholesale sales was due to a $7.1 million,  or 42.7% increase in  cash-and-carry
cigarette  sales. The retail and wholesale sales increases were partially offset
by a reduction in direct mail cigar sales resulting from price reductions due to
the current market conditions for cigar sales,  although the Company experienced
an increase in unit volume of cigars sold.

<PAGE>

Gross profit was $12.8 million and $12.6 million for the first  quarters of 1999
and 1998, respectively,  an increase of $0.3 million or 2.1%. As a percentage of
net sales,  gross profit  decreased to 17.6% for the first  quarter of 1999 from
20.2% for the first  quarter  of 1998,  primarily  due to an  increase  in lower
margin  cigarette sales and  unanticipated  slackening in the demand for premium
cigars.

Selling,  general and administrative ("S, G & A") expenses were $8.2 million and
$6.3 million for the first quarters of 1999 and 1998, respectively,  an increase
of $1.9  million  or 29.4%.  As a  percentage  of net  sales,  S, G & A expenses
increased  to 11.2%  for the  first  quarter  of 1999  from  10.1% for the first
quarter of 1998 primarily due to increased  staffing and other costs  associated
with the Company's new discount outlet store and warehouse in Burlington,  North
Carolina and the expansion of retail stores.

Income from  operations was $4.2 million and $5.9 million for the first quarters
of 1999 and 1998,  respectively,  a  decrease  of $1.7  million  or 29.2%.  As a
percentage of net sales, income from operations  decreased to 5.7% for the first
quarter of 1999 from 9.5% for the first  quarter of 1998,  primarily  due to the
increased S, G & A expenses  discussed  above,  increased  sales of lower margin
cigarettes and increasingly competitive prices on premium cigars.

Interest  expense was $0.3 and $0.4  million for the first  quarters of 1999 and
1998,  respectively,  a  decrease  of  $0.1  million.  Other  income,  primarily
interest,  was $0.2 million and $0.5 million for the first  quarters of 1999 and
1998, respectively. The decrease in other income was primarily due to a decrease
in interest income which resulted from a reduction in short-term investments.

Income before income taxes was $4.1 million and $6.0 million for the first  
quarters of 1999 and 1998, respectively, a decrease of $1.9 million or 29.8%.

As a result of the foregoing,  the Company had net income of $2.4 million in the
first  quarter of 1999,  compared  to net income of $3.5  million  for the first
quarter of 1998, a decrease of $1.1 million or 30.7%.

Liquidity and Capital Resources

As of March 31, 1999, the Company had working capital of $49.2 million  compared
to $50.6 million at December 31, 1998.  Working  capital as of March 31, 1999 is
comprised  primarily of cash and cash  equivalents of $10.9 million,  short-term
investments of $1.8 million,  accounts receivable of $3.0 million, $48.6 million
of inventory and $6.8 million of other current assets offset by $12.0 million of
accounts payable and accrued expenses, $2.0 million of short-term borrowings and
$7.9 million of the current portion of the distribution notes.

The Company has available a short term,  unsecured  line of credit in the amount
of $20.0  million  through May 31, 1999 with  interest at either the bank's base
rate minus 50 basis points or an increment over LIBOR, at the Company's  option.
The  Company  intends to renew such line of credit  upon its  expiration.  As of
March 31, 1999, $2.0 million was outstanding under this facility. In April 1999,
the Company repaid the entire outstanding balance of $2.0 million.

<PAGE>

On June 6, 1997,  the  Company  issued  notes in the  aggregate  amount of $23.8
million to shareholders of the predecessor companies, representing the estimated
cumulative  undistributed  earnings of the predecessor  companies which operated
under  Subchapter  "S" of the Internal  Revenue  Service code.  The notes have a
fixed interest rate of 7.0% and require quarterly  payments in aggregate of $2.0
million plus interest  through June 1, 2000.  The first payment of principal and
interest was made effective September 1, 1997. In addition, on June 6, 1997, the
Predecessor Companies also issued additional  Distribution Notes to shareholders
of the  Predecessor  Companies for a nominal  amount.  On December 31, 1997, the
initial principal amount was increased to $1.0 million,  the maximum  allowable.
The  additional  Distribution  Notes mature on June 1, 2000 and bear interest at
the rate of 7.0% per annum.  The holders of the notes have agreed to subordinate
payment of  principal  and  interest  to senior  lenders if  required  by credit
agreements.  The existing credit agreement does not require subordination in the
event of a default under the terms and conditions of the agreement.

The repurchase of up to $10.0 million of the Company's common stock was approved
by the Board of Directors subject to market conditions. During the quarter ended
March 31, 1999, the Company repurchased 208,000 shares of its outstanding common
shares at an average  price of $8.87  raising the total  shares  repurchased  to
322,500 at an average cost of $9.67 as of March 31, 1999.

Year 2000

During  1995,  the  Company  purchased  versions  of its  principal  information
technology  software packages,  which have been certified as Year 2000 compliant
by the respective  software vendors.  The Company has developed a plan to modify
non-critical  data  processing  systems and other data  sensitive  equipment  to
prepare for Year 2000.  The Company  expects  that by mid 1999 it will  complete
modifications  of non-critical  data processing  systems and does not expect the
total costs associated with these products will be significant.

The  Company  has also made  inquiries  of its  significant  vendors and service
providers to determine  the extent to which  interfaces  with such  entities are
vulnerable to Year 2000 issues. Most of those contacted have indicated that they
have begun implementing Year 2000 readiness programs.  The Company is continuing
to  follow-up  with  significant  vendors  and  service  providers  that did not
initially respond, or whose responses were deemed unsatisfactory.

Based upon its current  state of readiness,  the Company  believes that the Year
2000 issue  will not pose  significant  operational  problems  for the  Company.
However,  if all Year 2000 issues are not properly  identified,  there can be no
assurance  that the Year 2000 issue  will not  materially  adversely  impact the
Company's results of operations or adversely affect the Company's  relationships
with customers, vendors, or others. Additionally, there can be no assurance that
the Year 2000 issues of other  entities will not have a material  adverse impact
on the Company's systems or results of operations.

<PAGE>

Part II.  Other Information

Item 1.  Legal Proceedings

The  Company  is not  presently  involved  in any legal  proceedings  which,  if
determined  adversely  to the  Company,  would  have a  material  effect  on the
Company.

<PAGE>

Item 2.  Change in Securities and Use of Proceeds

Securities Act Rule 229.463  ("Rule 463") required  issuers to report on Form SR
their use of proceeds,  following an initial public offering, within ten days of
the  first  three  months  following  the  effective  date  of the  registration
statement,  and every six months  thereafter,  until the application of all such
proceeds was  complete.  Effective  September  2, 1997,  pursuant to Release No.
34-38850,  the Securities and Exchange  Commission  ("SEC")  amended Rule 463 to
eliminate  Form SR and now  requires  a  first-time  registrant  to  report  the
application  of proceeds in each of its periodic  Exchange Act reports until the
application of such proceeds is complete.

The  information   provided  below  represents  a  reasonable  estimate  of  the
cumulative  application,  through March 31, 1999, of the net proceeds of $53,270
which were received  following the Company's initial public offering on June 26,
1997:

New warehouse and discount outlet store                                  $10,500
Relocation and design of specialty stores                                  6,000
Upgrade of information systems and graphics                                3,000
Reduction of bank debt and mortgages                                       7,300
Payment of Distribution Notes and interest                                 9,300
Payment of employment bonuses`                                             1,500
Working capital and general corporate use                                 14,900
Expansion of retail selling space                                            200


Except  for  payments  described  in  the  following  sentence,  the  cumulative
application of the net offering  proceeds listed above represent direct payments
to others.  Except for the payment of the Distribution  Notes to shareholders of
Predecessor  Companies  referred to in the table above, no payments were made to
directors or officers or to their  associates  except for  payments  made in the
ordinary  course of  business  which  include,  but may not be  limited  to, the
payment  of  officer  salaries  and  bonuses,   fringe  benefits,  and  expenses
reimbursements  or compensation  paid to directors for their attendance at board
meetings  or  for  their  service  provided  to  the  Company  under  consulting
arrangements, if any.

As March 31,  1999,  the status of proceeds  pending  final  application  are as
follows:

         Temporary investment of proceeds in short-term investments         $570


Item 6.  Exhibits and Reports on Form 8-K

The Company did not file any reports on Form 8-K during the  three-months  ended
March 31, 1999.

<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.

                               800-JR Cigar, Inc.


Date: May 14, 1999             By:_/s/ Lewis I. Rothman_________________________
                                   --------------------
                                   Lewis I. Rothman, Chairman and President



Date: May 14, 1999             By:_/s/ Michael E. Colleton______________________
                                   -----------------------
                                   Michael E. Colleton, Chief Financial Officer