UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 10-QSB

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

                For the quarterly period ended March 31, 2000

                                     OR

       ( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 0-28330

                            TALK VISUAL CORPORATION
                            -----------------------
           (Exact name of registrant as specified in its charter)


             Nevada                                      95-4561156
             ------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

     3550 Biscayne Blvd. Ste 704
              Miami, FL                                     33137
     ---------------------------                            -----
(Address of principal executive offices)                  (Zip Code)

                                  305-572-0575
                                 --------------
              (Registrant's telephone number, including area code)

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
                                -----          -----
There were 43,877,889 shares  outstanding of the registrant's  Common Stock, par
value $.001 per share, as of May 8, 1999.

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


<PAGE>


                           TALK VISUAL CORPORATION

                                     INDEX

                                                                    Page No.

                        PART I - FINANCIAL INFORMATION

Item l.  Financial Statements (Unaudited):

                Balance Sheets at March 31, 2000 and

                December 31, 1999.                                       3

                Statements of Operations for the three
                months ended March 31, 2000 and 1999.                    5

                Statements of Cash Flows for the three
                months ended March 31, 2000 and 1999.                    6

                Notes to Condensed Financial Statements                  8

Item 2.     Management's Discussion and Analysis or Plan
                 Of Operations                                          11

                        PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                           17

Item 6.     Exhibits and Reports on Form 8-K                            17

Signatures                                                              17

Exhibits

     Exhibit 11                                                         18
     Exhibit 27                                                         19




                                       2
<PAGE>






                           TALK VISUAL CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEET

                                                  MARCH 31,      DECEMBER 31,
                                                    2000             1999
                                                  --------        -----------
                                                (unaudited)

                                   ASSETS

CURRENT ASSETS
   Cash and cash equivalents                    $ 1,048,981       $   287,156
   Accounts receivable, net of allowances           107,645            46,031
   Inventory                                         60,752            25,853
   Other receivables                                 12,145           530,319
   Stock subscriptions receivable                      -            1,908,790
   Marketable securities                            239,550           180,043
   Other current assets                             135,059            56,172
                                                 ----------        ----------
   Total current assets                           1,604,132         3,034,364

PROPERTY AND EQUIPMENT, net                      11,571,335        11,477,805

ADVANCES TO RELATED ENTITIES                        737,432           675,102

OTHER ASSETS                                        452,988           451,118
                                                 ----------        ----------
   TOTAL                                        $14,365,887       $15,638,389
                                                 ==========        ==========

               See notes to condensed consolidated financial statements.




                                       3
<PAGE>


<TABLE>
<CAPTION>


                            TALK VISUAL CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEET
                                 (continued)

                                                      MARCH 31,      DECEMBER 31,
                                                        2000             1999
                                                      --------        -----------
                                                     (unaudited)

                    LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                 <C>               <C>
CURRENT LIABILITIES
    Notes payable and current portion
     of long-term debt                              $   784,382       $ 1,571,634
    Accounts payable                                    515,907           918,780
    Accrued expenses                                     90,495           248,824
    Other current liabilities                            59,000            52,828
                                                     ----------        ----------
    Total current liabilities                         1,449,784         2,792,066

LONG-TERM DEBT, net of current portion                4,914,821         5,372,001
                                                     ----------         ---------
   TOTAL LIABILITIES                                  6,364,605         8,164,067
                                                     ----------         ---------

COMMITMENTS AND CONTINGENCIES                              -                 -

STOCKHOLDERS' EQUITY
    Series A convertible redeemable
      preferred  stock -  liquidation
      value $1 per share,  par value  $.001 per
      share, 25,000,000 shares authorized; 791,000
      and 975,000 shares issued and outstanding             791               975

    Common Stock, par value $.001 per share,
      100,000,000 shares authorized; 40,707,299
      and 32,060,977 shares issued and outstanding       40,707            32,061

    Common stock subscribed                                -                4,241
    Additional paid in capital                       16,771,673        16,409,119
    Accumulated deficit                              (8,001,727)       (7,221,561)
    Accumulated other comprehensive loss               (629,030)         (688,537)
    Stock subscriptions receivable                     (181,132)       (1,061,976)
                                                     ----------        ----------
   Total Stockholders' Equity                         8,001,282         7,474,322
                                                     ----------        ----------
       TOTAL                                        $14,365,887       $15,638,389
                                                     ==========        ==========
</TABLE>








               See notes to condensed consolidated financial statements.




                                       4
<PAGE>




                             TALK VISUAL CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)

                                                  THREE MONTHS ENDED MARCH 31,
                                                  ----------------------------
                                                    2000                1999
                                                  --------            --------

REVENUE
Telecommunication Services, Software and
   Product sales                                $   22,416          $    2,028
 Real Estate revenues                              315,556             226,168
 Other income                                        3,559                -
                                                ----------           ---------
Total revenue                                      341,531             228,196
                                                ----------           ---------
COSTS AND EXPENSES
 Cost of equipment sales, telecommunication
     and retail operation expenses                 181,484               3,204
 Depreciation and amortization                      85,324              45,980
 Research and development                           10,000              38,935
 Real estate operations                            104,597             120,088
 General, administrative and marketing             682,646           2,121,008
                                                ----------           ---------
Total costs and expenses                         1,064,051           2,329,215
                                                ----------           ---------
LOSS FROM OPERATIONS                            (  722,520)         (2,101,019)
                                                ----------           ---------
OTHER INCOME (EXPENSE)
  Interest expense                              (  180,304)         (  130,813)
  Interest income                                      310               4,037
                                                ----------          ----------
                                                (  179,994)         (  126,776)
                                                ----------          ----------
LOSS BEFORE EXTRAORDINARY ITEM                  (  902,514)         (2,227,795)

EXTRAORDINARY ITEM - DEBT RESTRUCTURING            122,347                -
                                                ----------          ----------
NET LOSS                                        (  780,167)         (2,227,795)

DIVIDEND ON PREFERRED STOCK                           -                  7,719
                                                ----------          ----------
NET LOSS APPLICABLE TO COMMON SHARES           $(  780,167)        $(2,235,514)
                                                ==========          ==========
NET LOSS PER COMMON SHARE BASIC (1)
  BEFORE EXTRAORDINARY ITEM                    $     (0.03)        $     (0.10)
  EXTRAORDINARY ITEM                                  0.01                 -
                                                     (0.02)              (0.10)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING DURING THE PERIOD                   34,860,479          23,295,955
                                                ==========          ==========
(1) The effect of common  stock  options and  warrants is excluded  from diluted
earnings per share as its inclusion would be  anti-dilutive  for the three month
period ended March 31, 2000 and 1999.

               See notes to condensed consolidated financial statements.




                                       5
<PAGE>


<TABLE>
<CAPTION>


                                TALK VISUAL CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)

                                                        THREE MONTHS ENDED MARCH 31,
                                                        ----------------------------
                                                             2000           1999
                                                           --------       --------
<S>                                                      <C>            <C>
Cash Flows From Operating Activities:

Net Loss                                                 $(  780,167)   $(2,227,795)

Adjustments to reconcile net loss to net cash
     used in operating activities:
  Depreciation and amortization                               85,323         45,980
  Amortization of product development costs                   12,000           -
  (Gain) loss on stock exchanged for debt                   (122,347)         1,563
  Issuance of common stock in exchange for services           86,025      1,497,637

Increase (decrease) in cash from changes in:
   Accounts receivable, net                                  (61,615)         8,437
   Inventory                                                 (34,899)           221
   Other receivables                                         518,174       (117,969)
   Other current assets                                      (78,887)      (112,270)
   Accounts payable                                         (402,873)       236,808
   Accrued expenses                                         (158,329)       (78,318)
   Other current liabilities                                   6,173            470
                                                           ---------      ---------
      Net Cash from Operating Activities                    (931,422)      (745,235)
                                                           ---------      ---------
Cash Flows From Investing Activities:

   Purchase of property and equipment                       (166,665)      (258,553)
   Advances - related parties                               (114,233)       (24,999)
   Other                                                     (19,953)        (7,765)
                                                           ---------      ---------
      Net Cash from Investing Activities                    (300,851)      (291,317)
                                                           ---------      ---------
Cash Flows from Financing Activities:

   Borrowings on debt                                         54,567           -
   Payments on notes payable and long term debt             (480,898)      (746,819)
   Proceeds from exercise of options on common stock         593,500           -
   Collections on stock subscriptions receivable           1,908,790      1,900,000
   Cash dividend payments                                       -            (7,719)
   Other                                                     (81,861)          -
                                                           ---------      ---------
      Net Cash from Financing Activities                   1,994,098      1,145,462
                                                           ---------      ---------

Increase (decrease) in cash and cash equivalents             761,825        108,910
Cash and cash equivalents at beginning of period             287,156        378,658
                                                           ---------      ---------
Cash and cash equivalents at end of period                $1,048,981     $  487,568
                                                           =========      =========
</TABLE>

               See notes to condensed consolidated financial statements.


                                       6
<PAGE>

<TABLE>
<CAPTION>

                               TALK VISUAL CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (unaudited)
                                     (continued)

                                                        THREE MONTHS ENDED MARCH 31,
                                                        ----------------------------
Supplemental disclosure of cash flow information:            2000           1999
                                                             ----           ----
<S>                                                       <C>            <C>
a. Cash paid during the period for:

       interest                                           $  180,304     $  130,813
                                                           ---------     ----------
       income taxes                                       $      800     $      800
                                                           ---------     ----------
</TABLE>

b. Noncash investing and financing transactions:
For the period ended March 31, 1999:

     Purchase  of  Canadian  real  estate  in  exchange  for  975,000  shares of
convertible  preferred  stock and  assumption  of a  mortgage  in the  amount of
$987,755.

     Issuance of 55,650 shares of common stock in  satisfaction of notes payable
in the amount of $129,009.

For the period ended March 31, 2000:

     Conversion of the Convertible  Discounted Loan Notes into 495,000 shares of
common stock,  previously issued, for the outstanding balance of the note in the
amount of $386,100.




                                       7
<PAGE>




                               TALK VISUAL CORPORATION

                            NOTES TO FINANCIAL STATEMENTS

(1)  General and Summary of Business and Significant Accounting Policies

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and the instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all  adjustments  (consisting  of only normal  recurring  accruals)
considered necessary for a fair presentation of the Company's financial position
at March 31, 2000,  the results of  operations  for the three months ended March
31, 2000 and March 31, 1999, and the cash flows for the three months ended March
31, 2000 and March 31, 1999 are included.  Operating results for the three month
period ended March 31, 2000 are not  necessarily  indicative of the results that
may be expected for the year ending December 31, 2000.

The information contained in this Form 10-QSB should be read in conjunction with
the audited  financial  statements as of December 31, 1999, filed as part of the
Company's Annual Report on Form 10-KSB.

Loss Per Common Share

The Company  calculates  loss per common share in accordance  with  Statement of
Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings per Share." Basic
loss per share is computed by dividing the loss available to common shareholders
by the  weighted-average  number of common shares outstanding.  Diluted loss per
share is computed  similar to basic loss per share,  except that the denominator
is increased to include the number of  additional  common shares that would have
been  outstanding  if the  potential  common  shares had been  issued and if the
additional  common  shares were  dilutive.  For the three months ended March 31,
2000  and  1999,   common  stock   equivalents   have  been  excluded  from  the
aforementioned computations as their effect would be anti-dilutive.

Income Taxes

The Company  accounts  for income  taxes under the asset and  liability  method.
Under this method,  deferred tax assets and  liabilities  are recognized for the
future tax  consequences  attributable  to  differences  between  the  financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  tax bases.  Deferred tax assets and  liabilities  are measured using
enacted  tax rates  expected  to apply to  taxable  income in the years in which
those temporary  differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. A valuation  allowance is
required  when it is less  likely  than  not that  the  Company  will be able to
realize all or a portion of its deferred tax assets.


                                       8
<PAGE>

                               TALK VISUAL CORPORATION

                            NOTES TO FINANCIAL STATEMENTS

(2) Financial Condition and Liquidity

Since inception,  the Company has incurred significant net losses and expects to
continue to incur losses  through year end. The Company is dependent on revenues
from the real estate operations,  investor stock  subscriptions,  short term and
long term borrowings to supplement  retail  videocalling  and  telecommunication
product sales for working capital needs, until the operating activities generate
sufficient cash flow to fund the Company.

The Company collected  $1,908,790 of its subscriptions  receivable,  $593,500 in
option  exercise  payments and $446,900 due from the Chairman,  during the three
months ended March 31, 2000. The Chairman of the Company has made a guarantee to
fund or obtain funding to meet the  obligations and working capital needs of the
Company.  Additionally,  the Company has entered into a placement agreement with
an  investment  banking  firm for a proposed  offering of equity  securities  to
provide capital to the Company in an amount of up to $75,000,000. Based upon the
current  cash  utilization  rate and  Management's  plan for  expansion  and new
products/joint ventures/acquisitions,  the Chairman's funding obligation and the
proposed equity  offering,  Management  believes that there should be sufficient
capital to meet the needs of the Company for the next thirteen months.

(3) Recent Sale of Equity Securities

The  Company  has issued  and sold  unregistered  securities  that have not been
previously  reported as set forth below.  An underwriter was not utilized in any
of  these  transactions.  The  recipients  of  securities  in  each  transaction
represented  their  intention  to acquire the  securities  without a view to the
distribution  thereof.  All the issued  securities were  restricted  securities,
excluding the securities relating to the satisfaction of the note payable due on
the Sacramento  property  purchase,  under Rule 144, or Reg S  regulations,  and
appropriate   restrictive  legends  were  affixed  to  the  securities  in  each
transaction.

During the three  months  ended March 31,  2000,  the Company  issued  1,100,000
shares of common  stock from the  exercise  of options and  warrants,  at prices
ranging from $0.25 to $2.07 per share.

On January 14,  2000,  the Company  issued  10,000  shares of common  stock to a
former employee pursuant to an employment  agreement,  at a price of $0.4375 per
share for a total value of $4,365.

On March 23, 2000,  the Company issued 100,000 shares of common stock along with
a payment of $450,000 in exchange for a note payable with an adjusted book value
of $840,997.  The price of the common stock on the date of issue was $2.6865 per
share, for a total value of $268,650. The difference of $122,347 is reflected as
extraordinary income.

On March 27, 2000,  the Company  issued  45,000 shares of common stock for legal
services in the amount of $50,000.  At  issuance,  the stock was priced at $1.87
per share, which includes a non-marketability  discount,  for a total expense of
$84,150.


                                       9
<PAGE>

                               TALK VISUAL CORPORATION

                            NOTES TO FINANCIAL STATEMENTS

(4) Segment Information

The  Company's   reportable  operating  segments  consist  of  real  estate  and
telecommunication  services. The summary of the operating segment information is
as follows:

                              Rental          Telecom         Total
                            ----------      ----------      ----------
March 31, 2000
Net revenue                 $  315,556      $   25,975      $  341,531
Depreciation/amortization       58,622          26,702          85,324
Income (loss)before
 extraordinary item            120,973      (  843,493)     (  722,520)
Assets, net                 10,818,778       3,547,109      14,365,887

March 31, 1999
Net revenue                    226,168           2,028         228,196
Depreciation/amortization       39,933           6,047          45,980
Operating income (loss)        (83,900)     (2,143,894)     (2,227,794)
Assets, net                 10,641,634       7,038,833      17,680,467


(5) Contingencies

The  Company is  involved  in  certain  claims  arising in the normal  course of
business.  An estimate of the possible loss  resulting from these matters cannot
be made;  however,  the Company  believes that the ultimate  resolution of these
matters will not have a material  adverse  effect on its  financial  position or
results of operations.




                                       10
<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Except for historical  information contained herein, the statements in this
report (including  without  limitation,  statements  indicating that the Company
"expects,"  "estimates,"  anticipates,"  or "believes" and all other  statements
concerning future financial results, product offerings, proposed acquisitions or
combinations  or other events that have not yet  occurred)  are  forward-looking
statements  that are made pursuant to the safe harbor  provisions of the Private
Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange
Act of 1934,  as  amended,  and Section 27A of the  Securities  Act of 1933,  as
amended. Forward-looking statements involve known and unknown factors, risks and
uncertainties  which may cause the Company's actual results in future periods to
differ materially from forecasted  results.  Forward looking  statements are all
based on current  expectations,  and the Company assumes no obligation to update
this information.

BUSINESS AND ORGANIZATION

Talk Visual  Corporation  and its  subsidiaries  (collectively  the  "Company"),
provides  videocalling  services  through its wholly owned retail  stores in the
United States and joint venture  partners in Europe,  Israel,  Canada,  Asia and
South America.  Additionally,  the Company sells telecommunications services and
equipment through its retail outlets and over the internet. The Company, through
its wholly  owned  subsidiaries,  also owns and operates  commercial  properties
located in Sacramento, California and Toronto, Canada.

PROPOSED ACQUISITIONS

On March 6, 2000,  the  Company  signed a letter of intent to acquire 70% of YAK
Communications (USA) Inc., parent company to YAK Communications Canada, Inc. YAK
Canada is a leading Dial-Around service provider in Canada, with annual revenues
of $12  million  (Cdn).  YAK  Communications  (USA) Inc. is owned 32% by parties
related to the  Company.  The Company has engaged an  independent  international
consulting  firm to render an opinion of  valuation  for this  acquisition.  The
consideration  is  8,400,000  preferred  shares with a face value of  $8,400,000
convertible  into common  shares at the lower of $3.875 per share or the average
of the  lowest  closing  bid price in the five  days  prior to  conversion.  The
Company also agreed to invest an additional $6,000,000 consisting of $500,000 in
cash and $5,500,000 of convertible  preferred shares under the same terms.  This
agreement is subject to change based upon the valuation and Board approval.

On March 16, 2000,  the Company signed an agreement to acquire a 25% interest in
Entertech Media Group, Inc. of Hollywood,  CA. Under the terms of the agreement,
the  Company  has  formed a joint  venture  with  Entertech  and  will  exchange
3,000,000  common shares for 3,666,666  shares of Entertech  Media common stock.
Entertech has been granted  exclusive rights in North America to provide content
(such as movies, music, news programs, documentaries,  etc.) to customers of the
Company who have purchased the Company's videotelephone model TV225. The Company
has launched an  aggressive  sales program to bring the benefits of the TV225 to
both  business and  consumers.  The Company is obligated to pay a broker  75,000
shares of its common stock on consummation of this transaction.  The transaction
is subject to Board approval.


                                       11
<PAGE>

On March 24, 2000, the Company signed a letter of intent to acquire QuickPage of
NJ, Inc., a retail chain of fourteen stores in the New York/New Jersey area. The
consideration  was to be $5,500,000,  payable in stock and cash. The Company has
conducted  initial  due  diligence  investigation  and  is  in  the  process  of
renegotiating the terms of the letter of intent.

On January 30,  2000,  the Company  signed a letter of intent to acquire 100% of
First Debit  Corporation for $2,750,000.  The Company has conducted  initial due
diligence  investigation and is in the process of renegotiating the terms of the
letter of intent.

GENERAL

The Company has embarked on an aggressive program to develop videocalling retail
locations,  joint  venture  partners and sales of the desktop  videophone  model
TV225.  To that  end,  the  Company  currently  employs  31 full  and  part-time
employees  in the  telecommunications  operations  and nine  full and  part-time
employees in the real estate operations.

Under the direction of the  Company's  Chief  Technical  Manager and its V.P. of
Internetworking Systems, the Company is deploying wireless communication systems
for carrying  voice,  data and videocalls  over its network.  Additionally,  the
Company has tested and began  deploying  the  bridging of ISDN based  videocalls
over the internet and full motion,  high quality  videocalls  entirely  over the
internet  protocol.  The Company's goal is to provide videocall  technology over
multiple  platforms  and thus be able to  deliver  it to large  segments  of the
population.

On  February 1, 2000,  the Company  leased an  additional  2,559  square feet of
office  space  at its  Miami  office  headquarters.  The  lease  increased  rent
obligations by $52,000 per year and expires June 30, 2002. The additional  space
has been added to house sales and marketing  staff,  telephonic  equipment,  the
data processing department and conference facilities.

The Company  commenced  selling long distance  services  under an agreement with
Capsule  Communications,  Inc.  (formerly US Wats,  Inc.)over the worldwide web.
Employing  relatively new technology  allowing simple,  cost efficient web-based
ordering and a unique electronic  "Letter of  Authorization,"  methodology along
with very  favorable  telecom  rates,  this  system is  anticipated  to generate
substantial activity. The Company's long distance services website is located at
www.talkvisual-ld.com.  This new product  offering is a continuing  expansion of
the  Company's  e-commerce  development  programs to enhance and expand  revenue
sources.

MATERIAL COMMITMENTS

On February  11, 2000,  the Company  signed an OEM  agreement  with Motion Media
Technology  Limited  for the  purchase  of video  conferencing  telephone  units
aggregating  $9,994,000  over a three year  period.  As of March 31,  2000,  the
Company has placed orders totaling $300,000 against this purchase agreement, and
has paid $15,000 in private labeling and development costs.

RISK FACTORS

The Company has pursued,  is currently  pursuing  and, in the future may pursue,
new  technologies  and  businesses   internally  and  through  acquisitions  and
combinations   which  involve   significant   risks.  Any  such  acquisition  or
combination may involve,  among other things, the issuance of equity securities,



                                       12
<PAGE>

the  payment  of  cash,  the  incurrence  of  contingent   liabilities  and  the
amortization of expenses  related to goodwill and other intangible  assets,  and
transaction costs, which have adversely  affected,  or may adversely affect, the
Company's business, results of operations and financial condition. The Company's
ability to integrate and organize any new businesses  and/or  products,  whether
internally  developed or obtained by  acquisition  or  combination,  will likely
require significant expansion of the Company's operations. There is no assurance
that the  Company  will have or be able to obtain  the  necessary  resources  to
satisfactorily  effect  such  expansion,  and the  failure to do so could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.  In addition,  future acquisitions and/or combinations by
the Company involve risks of, among other things,  entering  markets or segments
in which the Company has no or limited prior  experience,  the potential loss of
key employees of the acquired company and/or difficulty, delay or failure in the
integration of the  operations,  management,  personnel and business of any such
new  business   with  the   Company's   business  and  operating  and  financial
difficulties of any new or newly combined operations,  any of which could have a
materially  adverse effect on the Company's  business,  financial  condition and
results of operations.  Moreover, there can be no assurance that the anticipated
benefits of any specific acquisition or of any internally developed new business
segment or business combination will be realized.

RESULTS OF OPERATIONS

For the three months ended March 31, 2000 compared to the three
---------------------------------------------------------------
  months ended March 31, 1999.
  ----------------------------

Prior to August 24,  1999,  the  Company  was  considered  a  development  stage
company.  On August 24, 1999, the Company became  operational with the launch of
its videocalling services. Additionally,  during the fourth quarter of 1999, the
Company  commenced  selling  other  telecommunications  services  and  equipment
through its retail outlets and over the internet. Product sales of $2,028 during
the three  months ended March 31, 1999 were  entirely  from sales of software by
the Company's  predecessor,  Legacy  Software,  Inc. Sales of $22,416 during the
three  months ended March 31, 2000 are from the sale of  videocalling  services,
cell phone services, pager equipment and pager contracts.

Real estate revenue increased from $226,168 for the three months ended March 31,
1999 to $315,556  for the three months  ended March 31,  2000,  representing  an
increase of $89,388 or 40%. The Toronto,  Canada, property was acquired February
24,  1999,  and had gross rents of $19,000 in the three  months  ended March 31,
1999.  During the three months ended March 31,  2000,  the Toronto  property had
gross rents of $39,500.  The Sacramento,  California,  property was owned during
the entire three months of both 1999 and 2000. Therefor, of the $89,388 increase
in rents,  $20,000 is a result of the ownership of the Toronto,  Canada property
for the entire three months of the period ended March 31, 2000, while $69,388 is
due to improvements in the rent roll of the Sacramento property.

Cost  of  equipment  sales,  telecommunication  services  and  retail  operation
expenses totaled $181,484 for the three months ended March 31, 2000. This amount
represents  costs associated with the Company's seven wholly owned retail stores
and the beeperforabuck web sales activities.  The amount of $3,204 for the three
months ended March 31, 1999 is  attributable to costs of software sales in which
the revenue was recognized in 1998.


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<PAGE>

Depreciation expense increased $39,344 for the three months ended March 31, 2000
compared to the same period in 1999. Of this increase,  $20,655 is  attributable
to telecommunication  activities and $18,689 to the real estate activities.  The
increase for telecommunication activities results from the acquisition of assets
and leasehold  improvements  associated  with the opening of retail stores.  The
increase in real estate  activities is a result of the Canadian real estate held
one month in the period  ended March 31, 1999 versus  three months in the period
ended March 31, 2000,  along with other capital  improvements  to the California
property.

General,  administrative  and marketing expenses in the three month period ended
March 31, 1999,  included  $1,483,887  of  consulting  services of which all but
$2,500 was paid in shares of the Company's  common stock.  The majority of these
consulting  services were for  assistance in financing,  investor  relations and
public  relations   services.   After  removing  the  consulting  services  just
described, the balance of general, administrative and marketing expenses for the
three month period ended March 31, 1999, totaled $637,121, compared to the three
months ended March 31, 2000, of $682,646.

Interest  expense  increased  $49,491 from $130,813,  for the three months ended
March 31, 1999 to $180,304  for the three  months  ended  March 31,  2000.  This
increase  was a result  of  increased  borrowing  costs on the  mortgage  of the
California  property,  the  addition of the  Canadian  property's  mortgage  and
additional borrowing to fund videocalling activities.

In connection  with the  acquisition  of the  Sacramento  property,  the Company
incurred a short term non-interest  bearing obligation of $1,000,000.  The short
term obligation to the seller of $1,000,000 was  renegotiated and partially paid
down on February  19, 1999.  Under the  renegotiated  note,  the Company paid an
advance against leasehold improvements in the amount of $350,000 and a principal
payment of $107,000, leaving a balance due of $893,000 on the renegotiated note,
adjusted for certain offsets. On March 29, 2000, the holder of the note signed a
settlement agreement in which it accepted a cash payment of $450,000 and 100,000
shares of common  stock in full  payment of this  obligation.  The net result of
this  transaction  resulted  in the  recognition  of a gain on debt  forgiveness
totaling  $122,347.  This is reported as an extraordinary  item in the Condensed
Consolidated Statements of Operations for the three months ended March 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

The Company had $931,422 in cash  outflows  from  operating  activities  for the
three months ended March 31, 2000, compared to cash outflows of $745,235 for the
three  months  ended  March 31,  1999.  This  increase  in  outflows of $186,187
primarily  resulted  from the payment of accounts  payable and the  reduction of
accrued  expenses  over the  balances  carried at the end of the same  period in
1999.

Investing  activities  for the  three  months  ended  March  31,  2000,  totaled
$300,851,  compared  to  $291,317,  for the same  period  in 1999.  Purchase  of
property and equipment  decreased $91,888,  from $258,553 in 1999 to $166,665 in
2000,  while  advances to related  parties  increased  $89,234,  from $24,999 to
$114,233 for the same time periods.

Net cash from financing activities increased in the three months ended March 31,
2000,  by $848,636,  over the three months ended March 31, 1999.  This  increase
resulted from the receipt of option exercise proceeds and a decrease in payments
on long term debt over the amount paid in the prior year period.


                                       14
<PAGE>

Included with notes payable at December 31, 1999,  was a convertible  discounted
loan note  ("CDLN"),  which was secured by an unrecorded  lien on the Sacramento
land and building,  carrying imputed interest at the rate of 9.4%. The principal
balance was due November 2001, and totaled  $386,100,  at December 31, 1999, net
of unamortized discount of $108,900.  Concurrent with the placement of the CDLN,
the lenders subscribed to 990,000 shares of common stock at a price of $990,000,
paying $108,900 toward the total subscription.  The CDLN was convertible with an
additional payment of $108,900, at the option of the holder, into 495,000 shares
of the Company's common stock, during the term of the note or at maturity. If at
maturity,  the holder declined the conversion feature, the Company was obligated
to pay the  principal  on the note,  rescind  the  subscription  for the 990,000
shares of common stock and refund the deposit paid toward that subscription.  At
March 31,  2000,  the holders of the CDLN elected to convert the note payable to
common  stock,  cancel the remaining  subscription  and apply the balance of all
payments  to the common  stock  purchase.  This  action  effectively  eliminated
$386,100 of long term debt.

On February 24, 1999, the Company acquired an office facility in Ontario, Canada
with the issuance of 975,000 shares of Class A Preferred  Stock,  Series 1999-A,
$.001 par value. On December 1, 1999, the holder of the Preferred  shares issued
under this  acquisition,  notified  the Company of its  election to exercise the
convertibility feature of the certificate provisions. Under the formula outlined
in the  certificate  of  designation  of the preferred  stock and based upon the
price of the Company's  common stock for the time period on which the conversion
is based,  each share of  preferred  stock will be  converted to 17.14 shares of
common stock.  The conversion of the preferred stock will result in the issuance
of  16,714,381  shares of common  stock.  The Company has been  advised that the
Preferred  shareholders  will  convert the shares over a thirty six month period
commencing  February,  2000.  During the three months ended March 31, 2000,  the
Preferred  holders  converted  183,781  shares into  3,150,000  shares of common
stock.  The holder of the Preferred  shares has agreed on all conversions  after
the first  3,348,500  shares of common stock to reinvest,  within the thirty-six
month period, $1.00 per share of common stock issued on conversion,  for a total
investment in the Company of $13,365,000.

On March 30, 2000, the Company entered into a one year placement  agreement with
an investment banking firm for a proposed placement of common stock in an amount
of up to $75,000,000.  Under the terms of the agreement, the Company is required
to file a registration  statement  with the  Securities and Exchange  Commission
covering  the common  stock to be issued.  The issue  price of the stock will be
based upon a discount from an average price for the common stock for a period of
22  consecutive  trading days  preceding the date of funding.  If the investment
banking firm is unable to locate a qualified  institutional  investor willing to
invest in the placement within sixty days of the contract  signing,  the Company
has the right to terminate  the  agreement.  The Company has been advised by the
investment banking firm of a qualified  institutional  investor, and pending the
completion of the  investor's  due diligence  process,  the Company  anticipates
filing the registration statement during the second quarter of 2000.


                                       15
<PAGE>

The Company has  submitted an  application  to  refinance  the  Sacramento  real
estate.  The  letter of  interest  obtained  from a private  investment  company
outlines terms of a $6,500,000 loan at 9% with principal and interest  amortized
over 30 years, with a five year call. The Company  anticipates net proceeds from
the refinancing to be about $2,000,000.  Additionally,  the Company will benefit
in reduced  interest  costs on the  existing  mortgages  under this  refinancing
proposal.  This loan is subject to Board approval and completion of the lendor's
due diligence process.

As noted previously, the Chairman of the Company has made a guarantee to fund or
obtain funding to meet the obligations and working capital needs of the Company.
Based upon the current cash utilization rate and Management's plan for expansion
and new products/joint ventures/acquisitions, the Chairman's funding obligation,
the  refinancing of the Sacramento  property and the proposed  equity  offering,
Management believes that there should be sufficient capital to meet the needs of
the Company for both short term needs and long term growth.




                                       16
<PAGE>




PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


         The  Company  is not  currently  involved  in any  litigation  that  is
expected  to  have a  material  adverse  effect  on the  Company's  business  or
financial position. There can be no assurance,  however, that third parties will
not assert infringement or other claims against the Company in the future which,
regardless  of the  outcome,  could have an adverse  impact on the  Company as a
result of defense costs, diversion of management resources and other factors.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following exhibits are included herewith:

                  Exhibit 11 -   Computation  of Weighted  Average  Common Stock
                                 Shares Outstanding

                  Exhibit 27 -   Financial Data Schedule

(b) The Company filed the  following  reports on Form 8-K during the quarter for
which this form is filed:

            None

                                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.

Date:  May 12, 2000           TALK VISUAL CORPORATION


                              /s/ CLINTON H. SNYDER
                              ---------------------
                                  Clinton H. Snyder
                                  Chief Financial Officer
                                  (Duly Authorized Officer and Principal
                                  Financial and Accounting Officer)




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