<PAGE>
 
                   U. S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-QSB
(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

[_]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
            SECURITIES EXCHANGE ACT OF 1934


                        COMMISSION FILE NUMBER 0-27264


                                 UROGEN CORP.
                                 -----------
            (Exact name of registrant as specified in its charter)


                 DELAWARE                                        33-0687976
                 --------                                        ----------
          (State or other jurisdiction of                    (I.R.S. Employer
          incorporation or organization)                     Identification no.)


     10835 ALTMAN ROW, SUITE 150, SAN DIEGO, CA, 92121
         (Address of principal executive offices)            (Zip Code)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (619) 450-5949

                                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 __
                                       -

The number of shares of the Common Stock of the registrant outstanding as of May
10, 1999, was 9,408,755.
<PAGE>
 
                                 UROGEN CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)

                             INDEX TO FORM 10-QSB

                        PART I.  FINANCIAL INFORMATION
                        ------------------------------

<TABLE> 
<CAPTION> 
                                                                                                         PAGE NO.
                                                                                                         --------
<S>                                                                                                      <C> 
ITEM 1.         FINANCIAL STATEMENTS

                Condensed Consolidated Balance Sheets
                     March 31, 1999 (Unaudited) and  December 31, 1998.................................     2    
                                                                                                               
                Condensed Consolidated Statements of Operations (Unaudited)                                    
                     Three Months Ended March 31, 1999 and 1998 and the period                                 
                     from July 1, 1991 (inception)                                                             
                     to March 31, 1999..................................................................    3  
                                                                                                               
                                                                                                               
                Condensed Consolidated Statements of Cash Flows (Unaudited)                                    
                     Three Months Ended March 31, 1999 and 1998 and the period                                 
                     from July 1, 1991 (inception)                                                             
                     to March 31, 1999..................................................................    4  
                                                                                                               
                Notes to Unaudited Condensed Consolidated                                                      
                     Financial Statements...............................................................    5  
                                                                                                               
ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF                                                        
                     FINANCIAL CONDITION AND RESULTS OF OPERATIONS......................................    6  
                                                                                                               
                                                    PART II.  OTHER INFORMATION
                                                    ---------------------------
                                                                                                               
Item 1.         Legal Proceedings.......................................................................   10  
Item 2.         Changes in Securities...................................................................   10  
Item 3.         Defaults Upon Senior Securities.........................................................   10  
Item 4.         Submission of Matters to a Vote                                                                
                 of Security Holders....................................................................   10  
Item 5.         Other Information.......................................................................   10  
                Market For Registrant's Common Equity                                                          
Item 6.         Exhibits and Reports on Form 8-K........................................................   10  
                Signatures..............................................................................   11   
</TABLE> 

                                       1
<PAGE>
 
                                 UROGEN CORP. 
                       (A DEVELOPMENT STAGE ENTERPRISE)
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE> 
<CAPTION> 
                                                                                MARCH 31,        DECEMBER 31
                                                                                   1999             1998
                                                                               ----------        -----------
                                                                               (unaudited)
<S>                                                                            <C>               <C>  
ASSETS
Current assets:
   Cash and cash equivalents                                                   $       664,973   $     314,983
   Accounts receivable from related party                                                    -         348,718
   Other current assets                                                                  2,703          20,173
                                                                               ---------------   -------------
       Total current assets                                                            667,676         683,874

Property and equipment, net                                                            376,794         383,826
Other assets                                                                            82,295          30,052
                                                                               ---------------   -------------

                                                                               $     1,126,765   $   1,097,752
                                                                               ===============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                            $       335,334   $     392,461
   Amounts due to stockholder                                                                -         315,000
   Accrued employee benefits                                                           165,536         200,716
   Other accrued liabilities                                                            90,218          58,280
   Notes payable                                                                     1,030,000         991,761
                                                                               ---------------   -------------
       Total current liabilities                                                     1,621,088       1,958,218

Deferred compensation                                                                   71,130          28,987
Advance from related party                                                           1,432,222       1,044,275

Commitments

Stockholders' equity:
   Preferred Stock - $0.01 par value, 5,000,000 shares authorized:
         Series A Preferred Stock, 6,534 and 5,830
           issued and outstanding                                                           65              58
   Common Stock - $0.001 par value, 40,000,000
       shares authorized; 9,408,755 and 9,378,538
       issued and outstanding                                                            9,409           9,379
   Additional paid-in capital                                                        7,488,394       6,782,920
   Note receivable from stockholder                                                          -         (20,522)
   Deficit accumulated during development stage                                     (9,495,543)     (8,705,563)
                                                                               ---------------   -------------
         Total stockholders' equity                                                 (1,997,675)     (1,933,728)
                                                                               ---------------   -------------

                                                                               $     1,126,765   $   1,097,752
                                                                               ===============   =============
</TABLE> 

                            See accompanying notes.

                                       2
<PAGE>
 
                                 UROGEN CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                -----------------------------------------------
                                  (UNAUDITED)

<TABLE>
<CAPTION> 
                                                                               THREE MONTHS ENDED                    JULY 1, 1991 
                                                                           ----------------------------------       (INCEPTION) TO
                                                                               MARCH 31,            MARCH 31,           MARCH 31, 
                                                                                  1999                 1998               1999     
                                                                           -------------           ----------          ----------
<S>                                                                        <C>                     <C>              <C>  
Revenue                                                                    $           -           $  120,550        $    841,380
                                                                           -------------          -----------        ------------
Costs and expenses:
  Cost of sales                                                                        -                    -             821,878
  Research and development                                                       539,276              145,830           5,973,944
  Write-off of acquired in-process technology                                          -                    -           5,455,505
  Selling, general and administrative                                            195,449               93,517           1,542,402
                                                                           -------------          -----------        ------------

Total costs and expenses                                                         734,725              239,347          13,793,729
                                                                           -------------          -----------        ------------

Loss from operations                                                            (734,725)            (118,797)        (12,952,349)

Other income (expense)                                                               905                    -              64,981
Interest expense                                                                 (58,839)                   -            (364,945)
Interest income                                                                    2,689                  477              30,987
                                                                           -------------          -----------        ------------

Net loss                                                                   $    (789,970)          $ (118,320)       $(13,221,326)
                                                                           =============          ===========        ============

Basic and diluted loss per share                                           $       (0.08)          $   ( 0.02)
                                                                           =============          ===========
Number of shares used in the computation of basic and
   diluted loss per share                                                      9,382,705            7,537,319
                                                                           =============          ===========
</TABLE> 

                            See accompanying notes.

                                       3
<PAGE>
 
                                 UROGEN CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                                  (UNAUDITED)

<TABLE> 
<CAPTION> 
                                                                                                       JULY 1, 1991          
                                                                      FOR THE THREE MONTHS ENDED      (INCEPTION) TO            
                                                                             MARCH 31,                    MARCH 31,          
                                                                         1999              1998             1999             
                                                                     ------------       -----------    --------------        
<S>                                                                  <C>                               <C>                   
Net loss                                                             $   (789,970)      $  (118,320)   $  (13,221,326)       
Adjustments to reconcile net loss to net cash used                                                                           
   In operating activities:                                                                                                  
     Write-off of in-process technology acquired with stock                     -                 -         5,455,505        
      Expenses paid via advances from related  party                            -                 -           695,557        
      Depreciation and amortization                                        28,004               246           548,331        
      Distribution of common stock for services                                 -                 -            18,150        
      Non-cash outside service cost                                             -                 -           106,000        
      Gain (loss) on disposal of fixed assets                                   -                 -          (81,807)        
      Amortization of debt discount                                        38,752                 -           304,392        
      Change in assets and liabilities:                                                                                      
            Accounts receivable                                                 -           (71,750)                -        
            Other current assets                                           17,470                 -           (2,703)        
            Other assets                                                  (52,243)                -          (82,295)        
            Accounts payable                                              (57,127)          165,615           335,334        
            Amounts due to stockholder                                   (315,000)                -                 -        
            Other current liabilities                                      (3,242)                -           255,754        
            Deferred compensation                                          42,143                 -            71,130        
                                                                     ------------       -----------    ---------------       
                                                                                                                             
Net cash used in operating activities                                  (1,091,213)          (24,209)       (5,597,978)       
                                                                                                                             
Cash flows from investing activities:                                                                                        
   Purchase of property and equipment                                     (20,972)                -          (599,971)       
                                                                     -------------      -----------    --------------        
                                                                                                                             
Net cash used in investing activities                                     (20,972)                -          (599,971)       
                                                                                                                             
Cash flows from financing activities:                                                                                        
   Advances from related party                                          1,440,664                 -         1,440,664        
   Repayment of note receivable from stockholder                           20,000                 -            20,000        
   Proceeds from notes payable                                                  -                 -         1,030,000        
   Stock issuance costs                                                         -                 -          (83,366)        
   Proceeds from issuance of common stock upon exercise                     1,511                 -            72,011        
   of options                                                                                                                
   Proceeds from sale of Common Stock                                           -                 -               148        
   Net advances from Medstone                                                   -                 -         3,883,465        
   Capital contribution by Medstone                                             -                 -           500,000        
                                                                     ------------       -----------    --------------        
                                                                                                                             
Net cash provided by financing activities                               1,462,175                 -         6,862,922        
                                                                     ------------       -----------    --------------        
                                                                                                                             
Net increase (decrease) in cash and equivalents                           349,990           (24,209)          664,973        
                                                                                                                             
Cash and equivalents, beginning of period                                 314,983            74,353                 -        
                                                                     ------------       -----------    --------------        
                                                                                                                             
Cash and equivalents, end of period                                  $    664,973       $    50,144    $      664,973        
                                                                     ============       ===========    ==============
</TABLE> 

                            See accompanying notes.

                                       4
<PAGE>
 
                                 UROGEN CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)

        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
        --------------------------------------------------------------  
                                MARCH 31, 1999
                                --------------
   

1.   The unaudited financial information furnished herein, in the opinion of
     management, reflects all adjustments, consisting only of normal recurring
     adjustments, which are necessary to state fairly the consolidated financial
     position, results of operations, and cash flows of UroGen Corp. as of and
     for the periods indicated. UroGen presumes that users of the interim
     financial information have read or have access to the Company's audited
     consolidated financial statements and Management's Discussion and Analysis
     of Financial Condition and Results of Operations for the year ended
     December 31, 1998 and that the adequacy of additional disclosure needed for
     a fair presentation, except in regard to material contingencies or recent
     significant events, may be determined in that context. Accordingly,
     footnote and other disclosures which would substantially duplicate the
     disclosures contained in Form 10-KSB for the year ended December 31, 1998
     filed on March 31, 1999 by the Company have been omitted. The financial
     information herein is not necessarily representative of a full year's
     operations.

2.   The accompanying financial statements have been prepared assuming the
     Company will continue as a going concern. The Company incurred net losses
     of $789,970 during the three months ended March 31, 1999 and has a deficit
     accumulated during its development stage of $9,495,543 at March 31, 1999.
     While management intends to raise additional debt and/or equity financing
     to fund future operations and to provide additional working capital, cash
     raised through the sale of the unsecured notes (Note 4) as well as funds
     provided by Baxter Healthcare Corporation ("Baxter") are expected to
     finance the Company's operations through February 2000.

     The accompanying financial statements do not include any adjustments to
     reflect the possible future effects on the recoverability and
     classification of assets or the amounts and classifications of liabilities
     that may result from the possible inability of the Company to continue as a
     going concern.

3.   In accordance with the Financial Accounting Standards Board's Statement of
     Financial Accounting Standards ("SFAS") No. 128, Earnings Per Share, net
     loss per share is based on the average number of shares of Common Stock
     outstanding during the three-month periods ended March 31, 1999 and 1998.
     Equivalent shares arising from convertible preferred stock, convertible
     debt, warrants for Common Stock and outstanding stock options have not been
     included in the computation of net loss per share as their effect would be
     antidilutive.

4.   In April 1999, the Company closed a financing in which we received $400,000
     representing proceeds from the sale of unsecured convertible notes payable,
     which bear interest at 8% per annum and are due on March 30, 2000, unless
     previously converted. The notes are convertible, at the option of the
     holder , into Common Stock at $0.30 per share, and automatically convert
     into Common Stock immediately prior to the filing of any registration
     statement to register the resale of the underlying shares.

     In addition, each note holder received a warrant to purchase the same
     number of shares of Common Stock as their notes convert into. The warrants
     are exerciseable for seven years from issuance and have an exercise price
     of $0.30 per share.

                                       5
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
------------------------------------------------------------------

OVERVIEW 

     UroGen commenced operations as a stand-alone entity in January 1996 to
develop pharmaceuticals to treat diseases in urology, with a particular interest
in prostate cancer. On July 8, 1998, UroGen entered into an agreement with
Baxter Healthcare Corporation in which we acquired the exclusive rights to
certain gene therapy technologies and certain tangible assets in exchange for
1,841,219 shares of Common Stock and 5,830 shares of Series A Preferred Stock.

     UroGen has been in the development stage since inception, with its current
activities consisting of the development of its core technology, which is based
upon novel recombinant adenoviral vector systems, that we believe provide
superior gene transfer efficiency and expression compared to other gene therapy
approaches. We expect to incur increasing research and development expenditures
as we focus our efforts on further development of its Factor VIII Mini-Ad Vector
for Hemophilia and Complementary Oncolytic IL-3 Viral Vector Product.
Accordingly, we expect no significant revenues and to incur significant
operating losses over the next several years. 

RECENT EVENTS

     In April 1999, the Company closed a financing in which we received $400,000
representing proceeds from the sale of unsecured convertible notes payable, 
which bear interest at 8% per annum and are due on March 30, 2000, unless 
previously converted. The notes are convertible, at the option of the holder, 
into Common Stock at $0.30 per share, and automatically convert into Common 
Stock immediately prior to the filing of any registration statement to register 
the resale of the underlying shares.

     In addition, each note holder received a warrant to purchase the same
number of shares of Common Stock as their notes convert into. The warrants are
exercisable for seven years from issuance and have an exercise price of $0.30
per share.

     In April 1999, the United States Patent and Trademark Office issued a 
patent to another company for an adenoviral vector technology. This patent may 
be competitive with our Mini-Ad vector technology. Our patent counsel in the 
process of evaluating this patent compared to our patent applications. Such a 
conflict could result in a significant reduction of the coverage of our patents,
if issued. In addition, we may be required to obtain licenses to this patent or 
to develop or obtain alternative technology. If a license is required, there can
be no assurances that we will be able to obtain such licenses, or if we do, that
they will contain commercially favorable terms.

RESULTS OF OPERATIONS 

REVENUES

     UroGen has generated revenues to date of $791,000 from contract research
agreements and grants and $50,000 from the sale of proprietary biological
materials. Total revenues for the years ended December 31, 1998, 1997 and 1996
were $192,000, $194,000, and none, respectively. There were no revenues for the
three months ended March 31, 1999. We anticipate seeking additional research
agreements and grants to help fund research and development efforts; however, we
do not expect that contract research will result in significant revenues in the
future. We do not anticipate revenues from products for at least four years.

RESEARCH AND DEVELOPMENT AND ACQUIRED IN-PROCESS TECHNOLOGY

     Research and development expenses and acquired in-process technology
charges during the years ended December 31, 1996, 1997 and 1998 and the three
months ended March 31, 1999 were $348,000, $346,000, $7,371,053 and $539,276,
respectively. Research and development expenses during 1996, 1997 and through
June 30, 1998 consisted primarily of payments to consultants who were performing
research and to fees related to technology licenses and patent applications.
Following consummation of the Baxter transaction on July 8, 1998, research and
development costs were expanded to include the costs of the hemophilia and
cancer programs acquired from Baxter, but which were continued at Baxter until
the employees and tangible assets involved were moved to our facilities in
October 1998. Additionally, the technology acquired from Baxter valued at
$5,455,505 was charged to acquired in-process technology in 1998 due to the
early stage of development. We anticipate increasing research and development
expenditures in the future as we conduct preclinical and clinical testing
necessary to bring our products to market and to establish manufacturing and
marketing capabilities.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses during the years ended December 31,
1996, 1997 and 1998 and the three months ended March 31, 1999 were $174,000,
$151,000, $488,000 and $195,449, respectively. 

                                       6
<PAGE>
 
General and administrative expenses include the costs of our administrative
personnel and consultants, office lease expenses and other overhead costs,
including legal and accounting costs. General and administrative expenses have
increased related to the increased level of operations, and we expect general
and administrative expenses to continue to increase to support our increasing
research and development activities.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash used by operating activities was $642,511 during the year ended
December 31, 1998 and $1,091,213 during the three months ended March 31, 1999.
Net cash used by operating activities consists primarily of UroGen's net loss
increased by non-cash expenses, such as the write-off of in-process technology
acquired with stock and expenses paid via advances from Baxter. Net cash used by
investing activities of $63,493 during 1998 and $20,972 for the three months
ended March 31, 1999 consists of the purchase of furniture and equipment. Net
cash provided by financing activities of $946,634 during 1998 consists of
proceeds from notes payable of $1,030,000 offset by expenses paid to raise
capital. Net cash provided by financing activities for the three months ended
March 31, 1999 consists primarily of amounts received from Baxter for
development of the hemophilia product and payment of a note receivable from a
stockholder.

     Medstone International, Inc. funded all of UroGen's operations from July 1,
1991 (inception) through and ending with a $500,000 capital contribution of cash
on February 9, 1996. In July 1998, we completed an offering of 8% Convertible
Subordinated Notes due June 30, 1999, which raised $1,030,000. In April 1999, we
completed another offering of Convertible Subordinated Notes due March 30, 2000,
which raised $400,000. UroGen has incurred net losses of $13,221,326 since its
inception and has never been profitable during its existence. We expect to incur
significant additional operating losses over the next several years as our
research and development efforts expand. Our ability to achieve profitability
depends upon our ability, alone or with others, to successfully complete
development of products, obtain required regulatory approvals and manufacture
and market products. We can not assure you that we will be successful or that we
will attain significant revenues or profitability. Our operations to date have
consumed substantial amounts of cash. The negative cash flow from operations is
expected to continue and to accelerate in the foreseeable future. The
development of our products will require a commitment of substantial funds to
conduct the costly and time-consuming research, preclinical and clinical testing
necessary to bring our products to market and to establish manufacturing and
marketing capabilities.

     UroGen's future capital requirements will depend on many factors, including
scientific progress in our research and development programs, our ability to
establish collaborative arrangements with others for drug development, progress
with preclinical and clinical trials, the time and costs involved in obtaining
regulatory approvals and effective commercialization activities.

     Under the terms of our Developmental Collaboration Agreement and Credit
Agreements with Baxter , Baxter is required to provide funding for development
of the hemophilia product until we commence a Phase I Clinical Trial for the
hemophilia product. The funding provided by Baxter is in the form of a note
payable, which can be converted to Series B Preferred Stock at our option on
December 31 of each year of the agreement.

     We have commitments for $400,000 in additional capital through the sale of
Preferred Stock and warrants. We anticipate our existing capital resources,
including funds received from Baxter under the Developmental Collaboration
Agreement, coupled with the commitment for an additional $400,000 in capital,
will enable us to maintain our current and planned operations through February
2000. Accordingly, we will need to raise substantial additional capital to fund
our operations. We intend to seek such additional funding either through
collaborative arrangements or through public or private equity or 

                                       7
<PAGE>
 
debt financings. Additional financing may not be available on acceptable terms
or at all. If adequate funds are not available, we may be required to delay or
reduce the scope of our operations or to obtain funds through arrangements with
collaborative partners or others that may require us to relinquish rights we may
have.

     Our independent auditors have issued their report on our financial
statements. This report contains an explanatory paragraph which expresses
substantial doubt regarding UroGen's ability to continue as a going concern
based on certain existing conditions. Successful completion of our development
program and transition, ultimately, to attaining profitable operations is
dependent upon obtaining additional financing adequate to fulfill our research
and development activities, and achieving a level of revenues adequate to
support our cost structure. 

TECHNOLOGY LICENSES 

     UroGen entered into a license agreement with The Immune Response
Corporation in March 1997 which was amended in January 1999. Under the IRC
License, UroGen is obligated to make a milestone payment to IRC of $200,000 upon
the approval by the Food and Drug Administration or the governing health
authority of any other country of its first product related to the licensed
technology. This fee can be offset against future royalty payments. UroGen is
obligated to pay royalties on its net sales revenue and a percentage of all
revenues received from sublicenses relating to the tumor radiosensitization gene
therapy technology. Additionally, UroGen agreed in the January 1999 amendment to
reimburse IRC for past patent expenses relating to the licensed technology in
the amount of $59,400 payable during 1999.

     In November 1997, UroGen entered into a license agreement with an
individual and an affiliated research organization under which we obtained an
exclusive right to certain technology for commercial purposes. UroGen is
obligated to pay royalties on its net sales revenues and a percentage of
revenues from sublicenses relating the technology (the "Running Royalties").
Additionally, UroGen is required to make minimum annual royalties of $30,000 for
the duration of the agreement. The minimum annual royalties may be credited
against Running Royalties, as defined, for that year. If there are no Running
Royalties to offset the annual royalty, one-half of the annual royalty may be
carried forward to offset Running Royalties from the following year. Within
thirty days of UroGen entering into an agreement with a corporate partner or
strategic alliance relationship related to this technology, UroGen will pay a
minimum of $12,500 per month to fund additional research.

     In September 1996, UroGen entered into a license agreement with the Regents
of the University of California to license rights to certain patents and
continuing applications thereof in the field of diagnosis of metastases by
nucleic acid amplification. We are required to pay an annual license maintenance
fee of $10,000 until we are selling licensed product. We are also required to
pay milestone fees of $25,000 upon filing an Initial New Drug Application on a
licensed product or method with the Food and Drug Administration and $50,000
upon marketing approval of a licensed product or method by the FDA. UroGen will
pay royalties on its net sales revenues of licensed products or methods. A
minimum annual royalty of $50,000 is payable beginning with the year of first
commercial sale of licensed product, but no later than the fifth year of the
agreement. The minimum annual royalty will be credited against earned royalty
due for the year in which the annual minimum payment was made. 

YEAR 2000 COMPLIANCE

     The Year 2000 issue refers to the inability of a date-sensitive computer
program to recognize a two-digit date field designated as "00" as the year 2000.
Mistaking "00" for 1900 could result in a system failure or miscalculations
causing disruptions to operations, an inability to process transactions or an
inability to engage in other normal business activities. This is a significant
issue for most companies with 

                                       8
<PAGE>
 
far-reaching implications, some of which cannot be anticipated or predicted with
any degree of certainty.

     We are in the process of addressing the Year 2000 issue. The majority of
our systems are either new or have been recently upgraded with upgrades
including Year 2000 compliance. Such upgrades have cost approximately $1,500 to
date. We do not engage in significant electronic interfaces with third parties.
However, failure on the part of third parties we do business with to be Year
2000 compliant could impact their operations, which would, in turn, impact our
operations. The most reasonably likely worse case scenario resulting from the
Year 2000 issue is unproductive operations. We will have a contingency plan in
place for Year 2000 issues by September 1999.

     We anticipate that the amount we will spend to modify or replace software
in order to remediate the Year 2000 issue should not have a material effect on
UroGen's liquidity or results of operations. Additionally, those costs are not
expected to cause reported financial information not to be indicative of future
operating results or future financial condition.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     At March 31, 1999, the Company's cash and cash equivalents were invested in
liquid checking and money market accounts, and will not change in value if
interest rates change. Accordingly, an immediate 10% change in interest rates
would not have an impact on our financial condition or results of operations.

     The Company does not conduct business with foreign entities, and does not
have any foreign exchange risk.

                                       9
<PAGE>
 
                                 UROGEN CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)

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


ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES

         In January 1999, UroGen issued 704 shares of Series B Preferred Stock
         to Baxter Healthcare Corporation to convert $704,000 outstanding under
         the Credit Agreement between UroGen and Baxter to Series B Preferred
         Stock. UroGen relied on the exemption from registration provided by
         Rule 506 of Regulation D, and Section 4 (2) under the Securities Act of
         1933, as amended.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         Market for Registrant's Common Equity

              None of the shares of capital stock of the Company issued in the
              Distribution or otherwise, or acquired through the exercise of
              stock options could be sold prior to December 31, 1997 except for
              the following transfers: (i) transfers by gift, will, bequest or
              the applicable laws of descent and distribution; (ii) non-sale
              distributions by partnerships, corporations or trusts to their
              partners, shareholders or beneficiaries; (iii) transfers to the
              Company; and (iv) transfers pursuant to qualified domestic
              relations order as defined by the Code or the rules thereunder. In
              the case of any such permitted transfers, the shares in the hands
              of the transferees will continue to be subject to the same
              transfer restriction. No market for the Company's shares of
              capital stock existed prior to January 1, 1998. A limited market
              on the Electronic Bulletin Board has recently been established.
              The Company trades under the symbol UROG. No assurance can be
              given that any active trading market will be sustained.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits 27 - Financial Data Schedule

                                       10
<PAGE>
 
                                  SIGNATURES


In accordance with the requirements of the Exchange Act, the Registrant has
caused this Report to be signed on its behalf by the undersigned, hereunto duly
authorized.




                                UROGEN CORP.
                                ------------
                                A Delaware Corporation




Date: May 13, 1999            /s/ Carin D. Sandvik      
                              -----------------------
                              Carin D. Sandvik
                              Controller, Chief Accounting Officer & Secretary
                              (Principal financial and accounting officer)

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