SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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, 1999

         [   ] Transition  Report  Pursuant  to  Section  13 or  15(d) 
               of the Securities  Exchange Act of 1934 For the  transition  
               period from ______________ to _______________

               Commission file number 1-14827

                      EDUCATIONAL VIDEO CONFERENCING, INC.
                        (Exact name of small business as
                            specified in its charter)

                               Delaware 06-1488212
         (State of other jurisdiction 
(IRS Employer Identification No.)
                        of incorporation of organization)

                  35 East Grassy Sprain Road, Yonkers, NY 10710
                    (Address of principal executive offices)

                                 (914) 395-3501
                (Issuer's telephone number, including area code)

Indicate by check mark whether the issuer (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 issuer was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes__ No X

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity,  as of the latest  practicable  date:  4,347,243 shares of common
stock as of May 1, 1999.

                                       1
<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

Item 1. Financial Statements

                          INDEX TO FINANCIAL STATEMENTS
                                                                            Page

Balance Sheet as of March 31, 1999 (unaudited) and as of
December 31, 1998 (audited)...................................................3

Statement of Operations for the three months ended March
31, 1999 and 1998 (unaudited).................................................4

Statement of Cash Flows for the three months ended March
31, 1999 and 1998 (unaudited).................................................5

Notes to Financial Statements.................................................6


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<PAGE>



                      EDUCATIONAL VIDEO CONFERENCING, INC.

                                  BALANCE SHEET
<TABLE>
<CAPTION>

                                               March 31, 1999  December 31, 1998
                                               --------------  ----------------- 
                                                  (unaudited)       (audited)
<S>                                                   <C>             <C>    
               Assets

Current Assets:
      Cash and cash equivalents                  $ 13,256,615         $ 914,700
      Accounts receivable, net of allowance for
      doubtful accounts of $40,000 and $35,000,
      respectively                                    318,333           226,776
      Prepaid expenses                                114,064            80,846
                                                     -------             ------
Total current assets                               13,689,012         1,222,322
                                                   ----------         ---------

Property and equipment, net                         1,598,558         1,405,150
                                                    ---------         ---------

Deferred Income Tax Asset,
net of valuation allowance                                 --                --          
Other assets                                            6,632             7,832
Deferred offering costs                                                 900,000
                                                  -----------        ----------
Total                                             $15,294,202        $3,535,304
                                                  ===========        ==========

      Liabilities and Stockholders' Equity

Current Liabilities:
      Accounts payable and                           $258,063          $920,643
                                                     --------          --------
accrued expenses

      Total current liabilities                       258,063           920,643
                                                     --------          --------

Stockholders' Equity:
      Preferred stock - $.0001 par value;
       authorized 1,000,000 shares, none issued
      Common Stock - $.0001 par value;
       authorized 20,000,000 shares, issued and
       outstanding 4,347,243 shares and
       3,008,909 shares, respectively                     435               301
      Additional paid-in capital                   19,463,691         6,064,920
      Accumulated deficit                          (4,427,987)       (3,450,560)
                                                  -----------        -----------
Stockholders' equity                               15,036,139         2,614,661
                                                  -----------        -----------
Total liabilities and
stockholders' equity                              $15,294,202        $3,535,304
                                                  ===========        ===========
                                                   
</TABLE>
                       See Notes to Financial Statements.

                                        3

<PAGE>



                      EDUCATIONAL VIDEO CONFERENCING, INC.

                             STATEMENT OF OPERATIONS

                                             Three Months Ended
                                      March 31, 1999     March 31, 1998
                                      --------------     --------------
                                       (unaudited)       (unaudited)

Net revenue                              $147,521        $ 33,361
Interest                                   56,851           4,382
                                         --------        --------

Total revenue                             204,372          37,743
                                         --------        --------

Operating expenses:
      Cost of sales                        58,458          50,326
      Salaries and benefits               533,909         237,062
      Marketing, brochures and
      student registration costs          244,627          34,681
      Professional fees                    31,090          22,642
      Interest and financing
      costs                                    --          46,714
      Depreciation                         83,845          54,770
      Other                               229,870          53,212
                                         --------        --------

      Operating expenses                1,181,799         499,407
                                        ---------        --------

      Net loss                          $(977,427)      $(461,664)
                                        ==========      ==========

Basic loss per common share             $   (0.28)      $   (0.20)

Weighted-average number of
 common shares outstanding              3,537,594       2,341,056

                       See Notes to Financial Statements.

                                       4

<PAGE>



                      EDUCATIONAL VIDEO CONFERENCING, INC.

                             STATEMENT OF CASH FLOWS

                                                     Three Months Ended
                                               March 31, 1999     March 31, 1998
                                               --------------     --------------
                                                 (unaudited)        (unaudited)

Cash flows from operating activities

Net loss                                           $(977,427)        $(461,664)

Adjustments to reconcile net loss to
 net cash used in operating activities:
 Depreciation                                         83,845            54,770
 Amortization of debt issue costs                                       30,715
 Allowance for doubtful accounts                       5,000               

Changes in operating assets and liabilities:
 Increase in accounts receivable                     (96,557)          (17,361)
 Increase in prepaid expenses                        (33,218)           (9,762)
 (Increase) decrease in other assets                   1,200            (2,330)
 Decrease in accounts payable and
  accrued expenses                                  (662,580)         (216,973)
                                                  ----------         ---------

Net cash used in operating
 activities                                       (1,679,737)         (622,605)
                                                  ----------         ---------

Cash flows used in investing
 activity--purchase of property and
 equipment                                          (277,253)          (28,173)
                                                  ----------          --------

Cash flows from financing activities:
 Net proceeds from issuance of
 common stock                                     13,398,905           987,502
 Decrease in deferred offering costs                 900,000                --
                                                  ----------           -------
 Net cash provided by
  financing activities                            14,298,905           987,502
                                                  ----------           -------

Net increase in cash
 and cash equivalents                             12,341,915           336,724
Cash and cash equivalents at
 beginning of period                                 914,700           127,279
                                                  ----------           -------
Cash and cash equivalents at
end of period                                    $13,256,615          $464,003
                                                 ===========          ========
                                                 


Supplemental disclosure of cash flow
information:
 Cash paid during the
 period of interest                                      --                 --

                       See Notes to Financial Statements.


                                       5
<PAGE>



                      EDUCATIONAL VIDEO CONFERENCING, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

Note 1 - Business and Basis of Presentation

Educational Video Conferencing, Inc. ("EVC") delivers accredited college courses
and degree programs, as well as professional development, corporate training and
other  programs,  to  corporations  and  others  by means of  interactive  video
conferencing   systems.   Interactive  video  conferencing   systems  allow  the
instructor to see, hear and interact with students as the students see, hear and
interact  with the  instructor  and other  students at multiple  locations.  EVC
provides  access to education  providers and the  marketing  and  administrative
services necessary to recruit,  enroll and deliver courses and programs to them.
EVC receives a fee based on tuition payments received by the education provider,
typically after completion of courses.

The accompanying  unaudited interim  financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and the requirements of Item 310(b) of Regulation S-B.  Accordingly,
certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted  pursuant to the rules and  regulations  of the
Securities  and  Exchange  Commission.  The  financial  statements  reflect  all
adjustments  (consisting of normal recurring  adjustments) which, in the opinion
of  management,  are  necessary for a fair  presentation  of the results for the
periods shown.

EVC's  results  of  operations  for the  interim  periods  are  not  necessarily
indicative  of the results  expected  for the full fiscal year or for any future
period and should be read in conjunction with the audited  financial  statements
of EVC as of December 31, 1998 and for the year then ended and the notes thereto
in  the  prospectus   dated  February  23,  1999  that  was  included  in  EVC's
Registration Statement filed on Form SB-2 (Registration No. 333-66085).

The  information  in this report gives effect to a one-for-two  reverse split of
the common stock effective February 22, 1999.

Note 2 - Initial Public Offering

See  Item 3 of Part II for  information  about  EVC's  initial  public  offering
("IPO").




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<PAGE>



Note 3 - Earnings Per Share

Statement  of Financial  Accounting  Standards  ("SFAS")  No. 128,  Earnings per
Share,  requires  dual  presentation  of basic  earnings  per share  ("EPS") and
diluted EPS on the face of all statements for all entities with complex  capital
structures.   Basic  EPS  is   computed   as  net   earnings   divided   by  the
weighted-average number of common shares outstanding for the period. Diluted EPS
reflects the potential  dilution  that could occur from common  shares  issuable
through  stock-based  compensation  including  stock options,  restricted  stock
awards, warrants and other convertible securities.  Diluted EPS is not presented
since the effect would be antidilutive.

Note 4 - Income Taxes

No provision for income taxes has been made for all periods  presented since EVC
had net operating losses. These net operating losses have resulted in a deferred
tax asset at March 31,  1999.  Due to the  uncertainty  regarding  the  ultimate
amount of income tax benefits to be derived from EVC's net operating losses, EVC
has  recorded a valuation  allowance  for the entire  amount of the deferred tax
asset at March 31, 1999.

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

The  following  information  should  be read in  conjunction  with  Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
financial  statements  and notes  thereto for the year ended  December  31, 1998
included in EVC's prospectus dated February 23, 1999 and in conjunction with the
financial statements and notes thereto for the three months ended March 31, 1999
and 1998 included in Item 1 of this report.

First Quarter Developments

EVC signed a multi-year  agreement with Lockheed Martin  Corporation  that gives
EVC the ability to offer and deliver  courses to  employees  of the more than 50
Lockheed  Martin'  companies  located  throughout  the  United  States.   Course
offerings will include engineering,  management,  marketing, economics, finance,
accounting,  computer science and human  resources,  as well as degree programs.
EVC and the individual  Lockheed  Martin  companies  will co-market  courses and
programs to each company's  employees.  EVC had already begun delivering courses
to  employees  of  Lockheed  Martin  Michoud  Space  Systems at its New  Orleans
facility.

EVC entered into a multi-year  agreement with Kaplan Educational  Centers,  Inc.
that  gives  EVC the  ability  to offer  and  deliver  Kaplan  SAT and GMAT test
preparation  courses and K-12 after- school  programs,  as well as insurance and
securities training and licensing preparation comes given by Dearborn, a unit of


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<PAGE>



Kaplan's Professional division. EVC expects to begin delivering  Kaplan/Dearborn
courses in the second and third quarters of 1999.

EVC began offering and delivering courses to Rochester, New York residents under
EVC's  multi-year  agreement  with the Rochester  City School  District.  EVC is
offering:

      o        Rochester  teachers  access to Master's  Degrees in Education and
               post-Master's   courses,   and  staff  development   courses  and
               programs.

      o        Rochester  high  school  seniors  access  to  accredited  college
               courses, which may be transferable to college and universities of
               their choice, as well as SAT preparation programs from Kaplan.

      o        Rochester  students  enrolled in kindergarten  through 12th grade
               access to academic  enhancement programs and courses from Kaplan,
               Computer City software courses and others.

As a result of the success of a pilot church  outreach  program where  community
members took courses  delivered by EVC from Mercy College to the First Church of
God in Queens, NY, EVC has expanded its course offerings to a second church, The
Community Church of Nazarene,  in Queens, New York. The tuition of participating
students is fully funded by federal and state programs.

Three Months Ended March 31, 1999 (First  Quarter of 1999)  
Compared  with Three Months Ended March 31, 1998 (First Quarter of 1998)

Net revenues increased to $147,521 in the first quarter of 1999 from $ 33,361 in
the first quarter of 1998 primarily due to the increase in student enrollments.

Interest  income was $56,851 in the first quarter of 1999 compared to $ 4,382 in
the first quarter of 1998 as a result of the investment of net proceeds from the
IPO.

Cost of sales  increased to $58,458 in the first quarter of 1999 from $50,326 in
the  first  quarter  of  1998  primarily  due  to  the  cost  of  the  increased
communication  usage  associated with operating EVC's  multi-point  conferencing
units, which enable live, interactive multimedia communications between three or
more end points.

Salaries  and benefits  increased to $533,509 in the first  quarter of 1999 from
$237,062 in the first  quarter of 1998  primarily  due to the  increase in EVC's
personnel to 29 employees  from 14 employees.  The 15  additional  employees are
engaged:  3 in operations,  2 in enrollment  management,  5 in recruiting,  4 in
sales and 1 in development and training.

                                       8

<PAGE>





Marketing,  brochures and student  registrations  costs increased to $244,627 in
the first quarter of 1999 from $34,681 in the first quarter of 1998 primarily as
a result of the additional  costs of marketing  EVC's services to more potential
students,  including under EVC's recent agreement with the Rochester City School
District.

Interest and  financing  costs of $46,714 in the first quarter of 1998 relate to
various private placements that occurred in 1997.

Depreciation  increased to $83,845 in the first  quarter of 1999 from $54,770 in
the  first  quarter  of 1998 as the  result  of  approximately  $700,000  of new
computer and video conferencing equipment purchases.

Other  expenses  increased to $229,870 in the first quarter of 1999 from $53,212
in the first quarter of 1998 primarily due to additional space,  communications,
postage, insurance, computer, travel and entertainment costs incurred to support
EVC's growth.

Seasonality.   EVC  expects  that   revenues  for  its  third  quarter  will  be
substantially  lower than other quarters  because it  anticipates  substantially
lower student enrollment during June, July and August.

Liquidity and Capital Resources

The  gross  proceeds  from  sales  by EVC of its  common  stock  in the  IPO was
approximately $16,060,000 and the net proceeds received by EVC was approximately
$13,399,000.

Capital  expenditures  increased  to $277,253 in the first  quarter in 1999 from
$28,173 in the first  quarter of 1998 due to the  purchase of  additional  video
conferencing  equipment  required  at EVC's  education  providers  (two  teacher
stations)  and at sites where EVC's video  conferenced  programs are offered (17
student room stations). EVC has no capital commitments. EVC will continue to use
its cash  resources as needed to implement the plan of  operations  described in
its IPO prospectus.

EVC  anticipates,  based  on  current  plans  and  assumptions  relating  to its
operations,  that the proceeds  from its IPO will be  sufficient  to satisfy its
cash  requirements  for at least the next 10 months.  After that, EVC expects to
require additional funding in order to grow. If, however, EVC is underestimating
its cash  requirements,  EVC will require  additional  debt or equity  financing
sooner.  There  can be no  assurance  that  any  such  required  debt or  equity
financing will be available on acceptable terms.


                                       9

<PAGE>



Year 2000 Compliance

The year 2000 problem is the result of a widespread  programming  technique that
causes  computer  systems to  identify a date based on the last two numbers of a
year,  with the assumption that the first two numbers of the year are "19." As a
result,  the year 2000 would be stored as "00," causing computers to incorrectly
interpret the year as 1900.  Left  uncorrected,  the year 2000 problem may cause
information  technology systems (e.g.  computer  databases) and  non-information
systems  (e.g.   elevators)  to  produce   incorrect  data  or  cease  operating
completely.

EVC  uses  recent  releases  of  "off  the  shelf"  software   applications  and
operational  programs  that are certified by the  manufacturers  to be year 2000
compliant.  EVC has  contingency  plans to deal  with  unanticipated  year  2000
problems  including backing up its database and financial and accounting records
and alternative ways of handling  scheduling problems resulting from failures of
its multi-point conferencing unit.

EVC has been  advised  by its  education  providers  that  they  are  year  2000
compliant  and that they  have  contingency  plans in place to at least  back up
their accounting and financial records.

Publicly available information obtained by EVC about its corporate customers and
telecommunications providers indicates they are making significant efforts to be
year  2000  compliant  and are also  developing  contingency  plans to deal with
unanticipated problems.

At this time,  EVC fully expects to be year 2000 compliant and believes that its
education  providers and corporate  customers and its  significant  vendors have
taken, or are taking,  the steps necessary to be in compliance by the year 2000.
Nevertheless,  significant uncertainties remain about the affect on EVC of third
parties who are not year 2000 compliant.

Forward-Looking Statements and Risk Factors

This  Form  10-Q  contains   forward-looking   statements   that  are  based  on
management's  beliefs, as well as assumptions made by, and information currently
available to, management.  When used in this document,  the words  "anticipate,"
"estimate,"  "expect," "will," "could," "may," and similar words are intended to
identify forward-looking statements. Such statements reflect EVC's current views
with respect to future  events and are subject to certain  risks,  uncertainties
and  assumptions,  including,  but not limited  to, the risk that EVC  currently
relies on a limited number of education  providers for courses and  corporations
and other  entities  for  students,  the risk that  there may not be  sufficient
demand for EVC's services and the other specific risk factors described in EVC's
IPO prospectus, beginning on page 5. Should one or more of these risks or


                                       10

<PAGE>



uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual   results  may  vary   materially   from  those   anticipated   by  these
forward-looking  statements.  EVC  undertakes  no  obligation  to  update  these
forward- looking statements and information.

                                     PART II

                                OTHER INFORMATION

Item 3. Changes in Securities and Use of Proceeds

EVC completed  its IPO in the first  quarter of 1999 pursuant to a  Registration
Statement on Form S-B (Registration  No. 333-66085) that was declared  effective
on February 22, 1999.  Prime Charter Ltd. was the managing  underwriter  and the
IPO price was $12.00 per share of common stock.  A total of 1,338,334  shares of
common stock, $.0001 par value, were registered and sold for the account of EVC,
including 138,334 shares sold upon exercise of the underwriters'  over-allotment
option.

An  additional  41,666  shares of common stock were  registered  and sold,  upon
exercise of the over-allotment  option, for the account of EVC's three executive
officers:  Dr.  Arol I.  Buntzman,  chairman  of the board  and chief  executive
officer:  27,439  shares;  Dr. John J. McGrath,  president and director:  11,854
shares and Richard  Goldenberg,  chief  financial  officer and  director:  2,373
shares.

The gross proceeds of the IPO from sales of common stock for the account of EVC
was  approximately  $16,060,000  and the net IPO  proceeds  received  by EVC was
approximately   $13,399,000,   after  payment  of  underwriting   discounts  and
commissions and other offering expenses totaling  $2,660,969.  Through March 31,
1999, the net proceeds had been used as follows:

      Cash and investment grade obligations                      $13,105,0001

     Purchasing and installing video  conferencing                   136,000
     equipment
     Marketing                                                       130,000
     Hiring and training additional personnel                         28,000
                                                                 -----------
                                                                 $13,399,000
                                                                 ===========    



---------------
1   At March 31, 1999. Cash in non-interest  bearing accounts was $55,000.

Item 6. Exhibits and Reports on Form 8-K

The  exhibits  filed as a part of this  report  are  listed in the  accompanying
Exhibit Index.

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<PAGE>



                                   SIGNATURES

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

                                 EDUCATIONAL VIDEO CONFERENCING, INC.

Dated: May 13, 1999              By: /s/Richard Goldenberg
                                     ---------------------
                                     Chief Financial Officer
                                     (Principal Financial and
                                     Accounting Officer)


                                       12
<PAGE>



                      EDUCATIONAL VIDEO CONFERENCING, INC.
                                  EXHIBIT INDEX

3.1.1       -    Certificate of Amendment to Certificate of Incorporation

3.2         -    Amended and Restated By-Laws

10.11       -    Lease Agreement between Educational Video Conferencing, Inc.
                 and Realty Co. (doing business as Royal Realty dated as of
                 December 15, 1998).

10.31       -    Agreement between the Rochester City School District and
                 Educational Video Conferencing, Inc. dated December 22,
                 1998.

10.32       -    National Agreement between Lockheed Martin Corporation and
                 Educational Video Conferencing, Inc. dated as of February
                 17, 1999.

+10.33 -         Educational Provider Agreement between Kaplan Educational
                 Centers, Inc. and Educational Video Conferencing, Inc. dated
                 March 25, 1999.

27          -    Financial Data Schedule



------------------
+  Confidential  treatment  has been  requested  with  respect  to the  redacted
portions of this exhibit.


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