<PAGE>

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

                                   Form 10-Q

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

       For the quarterly period ended              July 31, 1999
                                     ------------------------------------------

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

         Commission file number              0-24454

                      Wave Technologies International, Inc.
   --------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                     Missouri                        43-1481443
   --------------------------------------------------------------------------
          (State or other jurisdiction of       (IRS Employer ID No.)
           incorporation or organization)

         10845 Olive Boulevard, Suite 250, Saint Louis, Missouri 63141
   --------------------------------------------------------------------------
                   (Address of principal executive offices)

                                (314) 995-5767
   --------------------------------------------------------------------------
                          (Issuer's telephone number)

                                      N/A
   --------------------------------------------------------------------------
   (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 ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

  Indicate by check mark whether the registrant has filed all documents and
  reports required to be filed by Section 12, 13 or 15(d) of the Securities
  Exchange Act of 1934 subsequent to the distribution of securities under a plan
  confirmed by a court.

                       Yes _____    No _____

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

  Indicate the number of shares outstanding of each of the issuer's classes of
  common stock, as of the latest practicable date: The issuer had 4,150,954
  shares of common stock, par  value $.50, outstanding as of September 9, 1999.
<PAGE>

                     WAVE TECHNOLOGIES INTERNATIONAL, INC.


                               Table of Contents
                       Form 10-Q for the Quarterly Period
                              Ended July 31, 1999

<TABLE>
<CAPTION>
PART I     FINANCIAL INFORMATION                                            Page
------     ---------------------                                            ----
<S>        <C>                                                              <C>

Item 1.    Financial Statements (Unaudited)

           Consolidated Balance Sheets at July 31, 1999, and                   3
           April 30, 1999

           Consolidated Statements of Operations for the                       4
           three months ended July 31, 1999 and 1998

           Consolidated Statements of Cash Flows for the                       5
           three months ended July 31, 1999 and 1998

           Notes to Consolidated Financial Statements                          6

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of  Operation                                               8

Item 3.    Quantitative and Qualitative Disclosures about Market Risk         10


PART II    OTHER INFORMATION
-------    -----------------

Item 6.    Exhibits and Reports on Form 8-K                                   11

SIGNATURES                                                                    11
</TABLE>

                                      -2-
<PAGE>

                     WAVE TECHNOLOGIES INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS
                       (Dollars in thousands, unaudited)

<TABLE>
<CAPTION>
                                                                     April 30    July 31
                                                                       1999       1999
                                                                     --------    -------
<S>                                                                  <C>         <C>
                             ASSETS
------------------------------------------------------------------
Current assets:
  Cash and cash equivalents                                           $   701    $ 1,665
  Accounts receivable (less allowance of $395 and
     $446, respectively)                                               11,642      9,000
  Inventory                                                               845      1,094
  Prepaid expenses                                                        855        925
                                                                      -------    -------
          Total current assets                                         14,043     12,684

Property, plant & equipment - net                                       2,331      2,077
Prepaid direct mail cost                                                  613        771
Deferred courseware                                                     2,239      2,266
Other assets                                                            2,563      2,347
                                                                      -------    -------
  Total assets                                                        $21,789    $20,145
                                                                      =======    =======

              LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------------------------------------

Current liabilities:
  Accounts payable                                                    $ 2,369    $ 2,121
  Accrued expenses                                                      2,686      2,410
  Deferred revenue                                                      6,145      5,659
  Bank line-of-credit                                                   1,470        775
  Current portion of long-term debt and capital lease obligations:
       Other                                                               38         24
                                                                      -------    -------
          Total current liabilities                                    12,708     10,989

Accrued rent liability                                                    224        195

Common shareholders' equity:
 Common stock, $.50 par value, authorized 20,000,000 shares;
  issued, 4,158,311                                                     2,079      2,079
 Less treasury stock, at cost (7,357 shares)                              (15)       (15)
 Additional paid-in capital                                             8,083      8,083
 Accumulated deficit                                                   (1,318)    (1,200)
 Cumulative translation adjustment                                         28         14
                                                                      -------    -------
          Total common shareholders' equity                             8,857      8,961
                                                                      -------    -------
  Total liabilities and shareholders' equity                          $21,789    $20,145
                                                                      =======    =======
</TABLE>

                                      -3-
<PAGE>

                     WAVE TECHNOLOGIES INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              (Dollars in thousands, except per share, unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                              July 31
                                                    -------------------------
                                                        1998          1999
                                                    -----------   -----------
<S>                                                 <C>           <C>
Revenues:

     Publishing                                      $    4,133    $    4,622
     Instructor-led training                              2,800         4,108
     Custom solutions                                       933           314
                                                    -----------   -----------

          Total revenues                                  7,866         9,044
                                                    -----------   -----------


Cost and expenses:

     Cost of services, products and development           4,304         4,932
     Sales and marketing                                  2,493         2,482
     General and administrative                           1,456         1,410
                                                    -----------   -----------

          Total costs and expenses                        8,253         8,824
                                                    -----------   -----------
Income (loss) from operations                              (387)          220

Other income (expenses) - net                                 7           (24)
                                                    -----------   -----------
Income (loss) before tax                                   (380)          196

Less provision (benefit) for income taxes                  (153)           78
                                                    -----------   -----------
Net income (loss)                                    $     (227)   $      118
                                                    ===========   ===========

Basic net income (loss) per common shares            $    (0.05)   $     0.03
                                                    ===========   ===========

Basic weighted average common shares                  4,158,311     4,150,954
                                                    ===========   ===========

Diluted net income (loss) per common shares          $    (0.05)   $     0.03
                                                    ===========   ===========

Diluted weighted average common shares               *4,158,311     4,154,036
                                                    ===========   ===========
</TABLE>

* -  All stock options are excluded from diluted weighted average shares
     outstanding as their effect is anti-dilutive.

                                      -4-
<PAGE>

                     WAVE TECHNOLOGIES INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                          THREE MONTHS ENDED JULY 31
                       (Dollars in thousands, unaudited)

<TABLE>
<CAPTION>
                                                                                    1998       1999
                                                                                  --------    --------
<S>                                                                               <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                                                                $ (227)     $  118
  Adjustments to reconcile net income to net cash
  used in operating activities:
     Depreciation and amortization                                                    947       1,052
     Net changes in other assets and liabilities, net of acquisitions:
        Accounts receivable                                                          (148)      2,628
        Inventory                                                                     (49)       (249)
        Other current assets                                                           47         (70)
        Prepaid direct mail                                                          (342)       (158)
        Other assets                                                                 (391)        (49)
        Deferred tax asset                                                           (153)         73
        Accounts payable                                                              (84)       (248)
        Accrued expenses                                                             (899)       (276)
        Accrued rent liability                                                        (68)        (29)
        Deferred revenue                                                              449        (486)
                                                                                  --------    --------
           Net cash from (used) in operating activities                              (918)      2,306
                                                                                  --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures                                                               (225)       (100)
  Capitalized development                                                            (569)       (533)
                                                                                  --------    --------
           Net cash used in investing activities                                     (794)       (633)
                                                                                  --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from borrowings under line of credit -- net                                975        (695)
  Repayments of notes payable                                                         (67)          -
  Payments of capital lease obligations                                               (17)        (14)
                                                                                  --------    --------
           Net cash provided by financing activities                                  891        (709)
                                                                                  --------    --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (821)        964

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                      1,498         701
                                                                                  --------    --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $  677      $1,665
                                                                                  ========    ========
</TABLE>

                                      -5-
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All dollar amounts (other than per share data) in thousands)

NOTE I. - GENERAL

The financial information herein is unaudited.  However, in the opinion of
management, such information reflects all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the results of
operation for the period being reported.  Additionally, it should be noted that
the accompanying condensed consolidated financial statements do not purport to
contain complete disclosures in conformity with generally accepted accounting
principles.

The results of operations for the three months ended July 31, 1999, are not
necessarily indicative of the results of operations for the full year.

These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements for the year ended April
30, 1999, and the notes thereto.

In October 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133).  SFAS 133 establishes a definition for
derivative instruments and requires that all such items be recognized as assets
and liabilities on the balance sheet and measured at fair value.  Changes in the
fair value of the derivative instruments are recognized as a component of either
income or comprehensive income, depending on the designated purpose of the
derivative.  SFAS 133 will be adopted by Wave during the first quarter of the
fiscal year beginning on May 1, 2001 and, based on current circumstances,
management does not believe the effect of adoption will be material.

NOTE II. - DEBT

The Company's operating bank line of credit, in the amount of $3,500, was
renewed on September 1, 1999.  It bears interest at the bank's prime rate and is
secured by the Company's accounts receivables, inventory and equipment.  The
Chairman of the Board of the bank is a member of the Board of Directors of the
Company.

NOTE III. - EARNINGS PER SHARE

Basic earnings per share are computed by dividing net income by the weighted
average number of common shares outstanding during the period.  Diluted earnings
per share are computed similar to basic except the denominator is increased to
include the number of additional common shares that would have been outstanding
if dilutive potential common shares had been issued. As of July 31, 1999,
outstanding options to purchase approximately 401,000 shares of common stock
were not included in the computation of diluted earnings per share because the
exercise prices of these options were greater than the average market price of
the common stock.

NOTE IV. - REPORTING COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) includes all non-shareowner changes in equity and
for Wave consists of net income (loss) and foreign currency translation
adjustments.  Total comprehensive income (loss) for the three months ended July
31, 1998 and 1999 was:
<TABLE>
<CAPTION>
                                             Three Months Ended
                                                  July 31,
                                             ------------------
                                                1998    1999
<S>                                            <C>     <C>

Net income (loss)                              $(227)  $ 118
Other comprehensive gain (loss)                  (35)    (14)
                                               -----   -----
Total comprehensive income (loss)              $(262)  $ 104
</TABLE>

                                      -6-
<PAGE>

NOTE V. - DISCLOSURE ABOUT SEGMENTS

The Company's management does not allocate the resources, assets and expenses
related to courseware development activities, which primarily take place in the
United States, to the other segments.  The Company's management also does not
attempt to allocate the resources and assets used in the United States and the
United Kingdom to support the international distribution activity.  The Company
does not review segment results below net income before taxes; therefore, income
taxes are not broken out by segment.  The Company does not account for or report
to management its assets or capital expenditures by segment, and thus asset
information is not provided on a segment basis.

<TABLE>
<CAPTION>
                                                    Three months ended July 31, 1998
                                               -------------------------------------------
                                                              International
                                               US Operations    Operations    Consolidated
                                               -------------  -------------   ------------
<S>                                            <C>            <C>             <C>
Revenues                                           $5,522         $2,344         $7,866

Cost of services, products and development          3,580            724          4,304
Sales and marketing                                 1,748            745          2,493
General and administrative                          1,064            392          1,456
                                                   ------         ------         ------

Total cost and expenses                             6,392          1,861          8,253
                                                   ------         ------         ------

Income (loss) from operations                        (870)           483           (387)

Other income (expense)                                 (1)             8              7
                                                   ------         ------         ------

Net income (loss) before income taxes              $ (871)        $  491         $ (380)
                                                   ======         ======         ======
</TABLE>
<TABLE>
<CAPTION>
                                                    Three months ended July 31, 1999
                                               -------------------------------------------
                                                              International
                                               US Operations    Operations    Consolidated
                                               -------------  -------------   ------------
<S>                                            <C>            <C>             <C>
Revenues                                           $6,622         $2,422         $9,044

Cost of services, products and development          3,931          1,001          4,932
Sales and marketing                                 1,772            710          2,482
General and administrative                          1,110            300          1,410
                                                   ------         ------         ------

Total cost and expenses                             6,813          2,011          8,824
                                                   ------         ------         ------

Income (loss) from operations                        (191)           411            220

Other income (expense)                                (28)             4            (24)
                                                   ------         ------         ------

Net income (loss) before income taxes              $ (219)        $  415         $  196
                                                   ======         ======         ======
</TABLE>

                                      -7-
<PAGE>

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

(All dollar amounts (other than per share data) in thousands)

                                    Overview

     Wave Technologies International, Inc. ("Wave" or the "Company") designs,
develops and delivers integrated training solutions addressing technical
certification, including computer programming, networking and operating systems
certifications.  Wave delivers its certification training by integrating
Internet-based assessment, self-study materials, Internet mentoring and
intervention, and live instructor led training ("ILT"), either in-person or over
the Internet.  The Company produces and distributes course books, self-study
guides, training videos, CD-ROM and CBT (computer-based training) materials.
For example, Wave's boot camp style Camp Wave combines self-study material,
assessment, mentoring and drill and practice with live intensive ILT.  The
Company's eCamp Wave(TM) provides similar self-study materials, integrated
assessment, mentoring and drill practice but provides the flexibility of remote
web-based ILT.  Many of the Company's products are offered in both formats.
Wave believes that its methodology of integrating self-study with instructor-led
training (either live or over the Internet) is crucial to student learning and
success in achieving technical certification.

     A growing factor in the technology training market is the development of
technical certification standards.  A number of manufacturers and associations,
including Microsoft, CompTIA and Novell, have established certification programs
for their hardware or software products.  Wave currently provides certification
training for Microsoft's MCSE and MCSD programs, Cisco's CCNA, Novell's CNE, and
CompTIA's A+ and Network+ certifications.  The certification sponsoring
organizations set certification standards that are satisfied by passage of
standardized tests, but do not dictate the methods that students may use to
prepare for the tests.  Typically, students prepare by taking courses or
undertaking self-study.  In addition to the knowledge gained in studying for
certification tests, students obtaining certification generally have increased
credibility in the industry and enhanced job possibilities.  Wave believes that
its focus on certification, which measures outcomes,  helps the Company sell
against lower cost alternatives as well as competitors who offer higher
entertainment value, without measurable results.

     The Company offers instructor-led courses and sells integrated training
programs at its eleven training centers in the United States and at its two
training centers in the United Kingdom.  Wave's UK operations along with
international distributors comprise its international division.

     The Company's fiscal year ends on April 30, so that the quarters ended July
31, 1998 through April 30, 1999 fall into Wave's 1999 fiscal year.  The most
recent quarter, July 31, 1999, is the first quarter of Wave's 2000 fiscal year.

                  Three Months Ended July 31, 1999 Compared To
                        Three Months Ended July 31, 1998

     Total revenues increased by $1,178, or 15%, in the quarter ended July 31,
1999, to $9,044 from $7,866 in the same quarter in fiscal 1999.  This increase
in revenue from growth in the Company's core business - certification training -
more than offset a decline in revenues from custom solutions projects
discontinued in calendar 1998.  International revenues accounted for
approximately 27% of Wave's total revenues in the quarter ended July 31, 1999,
compared to 30% in the same quarter in fiscal 1999.

     Publishing revenues increased $489, or 12%, from $4,133 for the fiscal 1999
quarter to $4,622, but decreased slightly as a percentage of total revenues to
51% from 53% in the same quarter in fiscal 1999. Domestic publishing revenues
increased $700, or 27%, primarily from products related to the Company's "Camp
Wave" boot camp style programs, and licenses for delivery by third parties. This
increase was partially offset by a $211 decrease in international publishing
revenues, which declined as a percentage of total publishing revenues to 30%
from 38% in the fiscal 1999 quarter, as sales to international distributors
slowed.

     Instructor-led training ("ILT") revenues increased $1,308, or 47%, from the
same quarter in fiscal 1999, and increased as a percentage of total revenues to
45%, compared to 36% in the same quarter of the prior year,

                                      -8-
<PAGE>

largely as the result of the ongoing success of the Company's new "boot camp"
programs. Domestic ILT revenues increased $1,019, or 50%, while international
ILT revenues increased $289, or 38%.

     Custom solutions revenues decreased $619, or 66 %, from the same period in
fiscal 1999, and decreased as a percentage of total revenues to 3%, compared to
12% in the first quarter of fiscal 1999.  Custom solutions revenues were
impacted by the Company's decision to discontinue its participation in the GTE
University program, and other programs not closely related to Wave's core
business.

     Cost of services, products and development increased $628, or 15%, in the
quarter ended July 31, 1999, to $4,932, and remained constant as a percent of
total revenues at 55%.  Domestic cost of services, products and development
increased by $351, or 10%. International cost of services, products and
development increased $277, or 38%. Costs of materials represented the largest
increase, $236, or 35%, including a $115, or 66%, increase in international
material costs related to third-party test materials and a $120, or 24%,
increase in domestic material costs for ILT materials to support the significant
growth in domestic ILT revenues. Salaries, commissions, and related payroll
costs increased $218, or 14%. Rent increases and increases in expenses for
rental of third-party facilities and equipment rentals accounted for $172 of the
increase. Development expenses and amortization of license fees for third-party
products increased $204, as the Company increased its use of third-party
vendor's products and capitalized fewer internal development costs. Shipping
expenses also increased by $64, to support the increased sales of published
products and the additional materials needed in the training centers as the
result of the increase in ILT revenues. Most other costs of goods and services
categories also increased by immaterial amounts, to support the increase in
revenues. These increases were partially offset by a $360 decrease in costs
related to the custom solutions programs.

     Total sales and marketing expenses for the quarter ended July 31, 1999,
decreased slightly by $11, to $2,482, from the same quarter in fiscal 1999, and
decreased as a percentage of total revenues, to 27% from 32%.  International
sales and marketing expenses decreased by $35, or 5%, while domestic sales and
marketing expenses increased, by $24, or 1%. Advertising and promotional
expenses increased by $107, or 42%, largely because of an increase in
international advertising for boot camps.  Direct mail expenses, which are
capitalized and amortized also increased, by $31, as Wave continued its expanded
direct mail campaign.  Other sales and marketing expenses also increased by an
aggregate of $90, compared to the same quarter in the prior fiscal year,
although no single expense category increased by a material amount.  These
increases were offset by decreases in personnel-related costs.  Total sales and
marketing payroll expenses decreased by $183, and employee travel-related sales
and marketing expenses decreased by $56, as the result of Wave's reduction in
its outside sales force.

     General and administrative expenses for the quarter ended July 31, 1999,
decreased $46, or 3%, to $1,410, from the same quarter in fiscal 1999, and
decreased as a percentage of revenues, to 16% from 19%.  Payroll-related
expenses increased $57, or 12%, from the same period in fiscal 1999.  This
increase was offset by a $91 decrease in depreciation, as the result of the
Company's shift from purchasing new equipment to equipment leases and equipment
rental.

     The Company had net income of $118, or $.03 per share, for the first
quarter of fiscal 2000, compared to a net loss of $227, or $0.05 per share, for
the quarter ended July 31, 1998.


                        Liquidity and Capital Resources

     The Company's net cash balance improved by almost $1,000 during the
quarter, and was $1,665, at July 31, 1999, compared to $701 at April 30, 1999.
Total accounts receivable decreased, by $2,642, or 23%, from April 30, 1999.
Wave also reduced accounts payable, by $248, from $2,369 at April 30, 1999 to
$2,121 at July 31, 1999. Net property, plant and equipment decreased by $254, as
the result of depreciation of $354, offset in part by the addition of $100 of
new equipment.

     As Wave continued its focused direct mail program, prepaid direct mail
increased by $158 or 26% at July 31, 1999, compared to April 30, 1999.  While
prepaid advertising appears as an asset on the balance sheet, that amount will
be expensed over its expected period of future benefits. Similarly, deferred
revenue is booked as a liability, but the $5,659 in deferred revenue at July 31,
1999, will be recognized as revenues over the next twelve months. This amount
represents a $486 decrease in deferred revenue from the end of fiscal 1999 and a
$1,263 increase from July 31, 1998. Although deferred revenue decreased from
1999 fiscal year end levels, Wave did not experience a decrease in bookings
during the quarter ended July 31, 1999. Instead the

                                      -9-
<PAGE>

Company's fulfillment rate for boot camps booked in the past increased, which
reduced deferred revenues, and increased total revenues.

     Wave had drawn $775 on its line of credit at quarter end, compared to
balance of $1,470 at the end of fiscal 1999. The Company had overnight borrowing
balances on the line continuously during the first quarter of fiscal 2000. Since
August 1, 1999, overnight borrowings have fluctuated between $0 and $600.

     Wave believes that cash generated from operations, together with existing
cash balances, and its available credit line, should be sufficient to satisfy
the Company's cash requirements for the next several months.

Year 2000

     The most likely risk for Wave as the result of Year 2000 issues is the
potential delay by companies in sending their technology employees to training
programs.  This could result in a significant decline in revenues for the last
calendar quarter of 1999 and the first calendar quarter of 2000, as information
technology professionals stay "on call" to deal with their employers' potential
Year 2000 problems.

     The Company continues its analysis of its systems and its work with its
software vendors to determine the impact of Year 2000 issues on its operations.
Based upon discussions with its vendors, management believes that Year 2000-
compliant upgrades are available for all of its programs at minimal costs,
aggregating approximately $200 for materials, installation and testing,
including $60 of estimated internal labor costs.  Wave currently anticipates
being Year 2000-compliant by the end of its second quarter in fiscal 2000.
Although the Company's vendors have indicated that Year 2000-compliant upgrades
are available, in the event that such upgrades are not compatible with existing
hardware or software, or are not fully compliant, Wave believes that it can
complete all internal functions manually, including order entry, class
registration and scheduling, accounting and financial reporting.  This would
involve additional employee time and effort, and might delay completion of
certain internal reports, and would be estimated to cost an additional $25 to
$50 for short-term employee overtime and temporary labor costs.  If broad
interruption of telephone, banking, air travel or similar services or utilities
were to occur, however, this would have a material adverse effect on the
Company's operations, as it would interfere with customers' abilities to place
and pay for orders, and the Company's ability to ship publishing materials to
its customers, and to fulfill customers' training requirements.


Forward - Looking Statements

     Certain forward-looking statements are included in this Form 10-Q.  They
use such words as "may," "will," "expect," "anticipate," "believe," "plan," and
other similar terminology.  These statements reflect management's current
expectations and involve a number of risks and uncertainties.  Actual results
could differ materially due to changes in the market acceptance of Wave's
integrated program, market delays related to anticipated or new releases of
Windows 2000, delays by Microsoft or other vendors in implementing certification
guidelines for their new products, the speed and effectiveness of new direct
mail initiatives, global and local business and economic conditions, legislation
and governmental regulations, competition, the Company's ability to effectively
maintain and update its product portfolio, shifts in technology, political or
economic instability in local markets, weather-related issues significantly
affecting attendance at training centers, and currency and exchange rates.  As
Wave has focussed its core business and Camp Wave boot camps on training for
Microsoft's MCSE, the Company's dependence on continued demand for the MCSE
certification has increased significantly.  In addition, as an increasing
proportion of Wave's revenues are attributable to large licensing agreements,
significant quarterly fluctuations in revenues and earnings may occur.  Wave's
fiscal 2000 results also will be adversely affected if companies reduce training
for their IT staffs to keep these employees on site to address potential Year
2000 problems.


Item 3. Quantitative and Qualitative Disclosures about Market Risk.

     The Company has minimal exposure to market risks as it relates to effects
of changes in interest rates and foreign currency exchange rates. Wave does not
hold or issue derivative financial instruments. There has been no significant
change in these market risks since Wave's last fiscal year ended April 30, 1999.
For more information

                                     -10-
<PAGE>

see "Quantitative and Qualitative Disclosures About Market Risk" in Wave's
Annual Report on Form 10-K for the year ended April 30, 1999.


                          PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Securities Holders.

               Not Applicable

Item 5. Other Information

               Not Applicable

Item 6. Exhibits and Reports on Form 8-K.

  27           Financial Data Schedule

(b) Reports on Form 8-K - The registrant did not file any reports on Form 8-K
    during the fiscal quarter ended July 31, 1999.

                                   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.

                              Wave Technologies International, Inc.



Dated: September 13, 1999   By:     /s/ J. Michael Bowles
                                -----------------------------------------------
                                J. Michael Bowles, Chief Financial Officer
                                (Principal Accounting and Financial Officer and
                                Duly Authorized Officer)

                                     -11-
<PAGE>

                                 Exhibit Index
                                 -------------

27   Financial Data Schedule

                                     -12-