<PAGE>

                       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 JUNE 30, 1999

                                                             OR

( )        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM               TO
                                                               -------------
                          .
           ---------------



                        Commission File Number 0-23153

                                  VOLU-SOL, INC.
     (Exact name of small business issuer as specified in its charter)



              Utah                                    87-0543981
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)



5095 West 2100 South
Salt Lake City, Utah                                                     84120
(Address of principal executive offices)                              (Zip Code)

                                (801) 974-9474
                         (Issuer's telephone number)





Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 __

As of August 9, 1999, the issuer had issued and outstanding  2,702,202 shares of
common stock, par value $.0001.

Transitional Small Business Disclosure Format
(Check One):

Yes                  No  X
    ----               ----

                                       -1-

<PAGE>



                               TABLE OF CONTENTS



PART I.              FINANCIAL INFORMATION
                                                                            Page
                                                                             No.
   1.    Financial Statements

         Unaudited Condensed Consolidated Balance Sheets as of June 30, 1999...3

         Unaudited Condensed Consolidated Statements of Operations for
         the three and nine months ended June 30, 1999 and 1998................4

         Unaudited Condensed Consolidated Statements of Cash Flows for
         the nine months ended June 30, 1999 and 1998..........................5

         Notes to Unaudited Condensed Consolidated Financial Statements........6

   2.    Management's Discussion and Analysis or Plan of Operation.............7


PART II.             OTHER INFORMATION........................................10


                                       -2-

<PAGE>



                                     PART I

 ITEM 1 - Financial Statements

                        VOLU-SOL, INC. AND SUBSIDIARY
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

<TABLE>
<CAPTION>
ASSETS


                                                                                             June 30,
                                                                                               1999
                                                                                               ----

<S>                                                                                          <C>
Current assets:
  Cash and cash equivalents                                                                  $     21,318
 Accounts receivable, less allowance for doubtful accounts of $2,188                               75,212
  Inventories                                                                                     166,083
                                                                                             ------------
       Total current assets                                                                       262,613

Property and equipment, net                                                                       126,361
Other assets                                                                                       19,347
                                                                                             ------------
       Total assets                                                                          $    408,321
                                                                                             ============

LIABILITIES AND SHAREHOLDERS' EQUITY


Current liabilities:
  Accounts payable                                                                           $     30,859
 Accrued liabilities                                                                               22,560
 Preferred stock dividends payable                                                                110,220
 Accrued interest payable                                                                               -
 Notes payable                                                                                          -
                                                                                             -------------
        Total current liabilities                                                                 169,639
                                                                                             -------------
 Commitments and contingencies
  Stockholders' equity:
    Preferred stock, $.0001 par value; 10,000,000 shares authorized 15,157 shares
          outstanding (aggregate liquidation preference $3,053,656)                             3,031,319
    Common Stock, par value $.0001; 50,000,000 shares authorized, 2,702,202 shares
        issued and outstanding                                                                        270
   Additional paid-in capital                                                                   1,760,194
   Preferred stock subscriptions receivable                                                      (900,000)
   Accumulated deficit                                                                         (3,647,101)
                                                                                             -------------
       Total stockholders' equity                                                                 244,682
                                                                                             -------------
       Total liabilities and stockholders' equity                                            $    408,321
                                                                                             =============
</TABLE>









                The  accompanying  notes are an integral part of these unaudited
condensed consolidated balance sheets.

                                       -3-

<PAGE>



                         VOLU-SOL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Unaudited)


<TABLE>
<CAPTION>
                                                                For the Three Months             For the Six Months
                                                                   Ended June 30,                  Ended June 30,

                                                                 1999              1998            1999            1998
                                                                ------            ------          ------          ------
<S>                                                         <C>                <C>             <C>             <C>
Sales                                                       $       134,954    $     143,809   $     385,686   $     381,097
Cost of goods sold                                                   66,926          104,503         239,035         322,844
                                                            ----------------
          Gross Margin                                               68,028           39,306         146,651          58,253
Selling, general and administrative expenses                        137,484          184,042         648,173         535,149
                                                            ----------------   --------------  --------------  --------------
          Loss from operations                                      (69,456)        (144,736)       (520,248)       (476,896)
Other income (expense):
          Interest Income                                               (12)           1,536             140           4,081
          Interest Expense                                          (10,134)          (7,826)        (18,864)        (27,432)
                                                            ----------------   --------------  --------------  --------------
Net loss before provision for income taxes                          (79,602)        (151,026)       (520,248)       (500,247)
Provision for income taxes                                              100                -             300               -
          Net loss                                          $       (79,702)   $    (151,026)    $  (520,548)  $    (500,247)
                                                            ----------------   --------------  --------------  --------------
Dividends on Series A preferred stock                               (34,388)         (18,290)       (100,220)        (205,370
                                                            ----------------   --------------  --------------  --------------
Net loss applicable to common stock                         $      (114,090)   $    (169,316)    $  (630,766)  $    (705,617)
                                                            ---------------    -------------   --------------  --------------
Net loss per common share - basic and diluted                         (0.04)           (0.08)          (0.23)          (0.33)
                                                            ----------------   --------------  --------------  --------------
Weighted average common shares outstanding                        2,702,000        2,111,000       2,693,000       2,111,000
                                                            ----------------   --------------  --------------  --------------
</TABLE>































                  The accompanying notes are an integral part of these unaudited
condensed consolidated statements.


                                       -4-

<PAGE>



                         VOLU-SOL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                 For the Six Months
                                                                                   Ended June 30,

                                                                                1999               1998
                                                                               ------             ------
<S>                                                                        <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                 $    (446,641)      $ (500,247)
  Adjustments to reconcile net loss to net cash used in operating
      activities:
    Depreciation                                                                  39,951           59,771
    Preferred stock issued for services (increase) decrease in:
   Accounts receivable                                                            (7,222)          (6,478)
   Inventories                                                                    (1,119)         (14,813)
   Other assets                                                                   15,188          (12,140)
  Decrease in:
      Accounts payable                                                           (27,537)          23,805
      Accrued liabilities                                                       (180,014)          (5,260)
                                                                           --------------
      Net cash used in operating activities:                                    (180,394)        (455,362)
                                                                           --------------      -----------
 Cash flows from investing activities Cash flows from financial activities:
     Proceeds from sale of preferred stock                                        89,500          270,000
     Proceeds from notes payable                                                  96,000                -
     Principal Payment                                                                           (117,856)
         Net cash provided by financing activities                               185,500          152,144
                                                                           --------------      -----------
         Net increase (decrease) in cash                                           5,106         (307,594)
  Cash, beginning of period                                                       16,412          337,691
                                                                           --------------      -----------
  Cash, end of period                                                      $      21,318       $   30,097
                                                                           ==============      ===========
</TABLE>























                   The  accompanying   notes  are  an  integral  part  of  these
unaudited condensed consolidated statements.


                                       -5-

<PAGE>



                          VOLU-SOL, INC. AND SUBSIDIARIES
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)  PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The  accompanying  interim  condensed   consolidated   financial  statements  of
Volu-Sol,  Inc. and Volu-Sol Reagents  Corporation,  its wholly owned subsidiary
(collectively,  the  "Company"),  have been prepared  consistent  with generally
accepted accounting  principles for interim financial  information in accordance
with  the   instructions  to  Form  10-QSB  and  Item  310  of  Regulation  S-B.
Accordingly,  such  unaudited  financial  statements  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  only of normal  recurring  adjustments,  necessary  to
present fairly the financial  position,  results of operations and cash flows of
the Company for the interim  periods  presented,  have been included.  Operating
results for the nine months ended June 30, 1999 are not  necessarily  indicative
of the results that may be expected for the year ended  September 30, 1999.  The
Company suggests that these condensed  consolidated financial statements be read
in conjunction  with the financial  statements and notes thereto included in the
Company's Form 10-KSB for the year ended September 30, 1998.

(2) RELATED-PARTY TRANSACTIONS

From March 5, 1997  through  June 30,  1999,  the  Company  borrowed  money from
Biomune Systems,  Inc. its former parent ("Biomune") totaling $486,500. At March
31, 1999, the amount owed Biomune was $400,961, payable pursuant to a promissory
note  bearing  interest  at an annual  rate of ten  percent  and due on  demand.
Biomune sold the note during the nine months  ended June 30, 1999.  The note was
paid in full by the  Company by issuing  2,011  shares of its Series A Preferred
Stock at the request of the new noteholder.

(3) INVENTORIES

Inventories  are  stated at the lower of cost  (first-in,  first-out  method) or
market value. Inventories consist of the following as of June 30, 1999:

<TABLE>
<CAPTION>
<S>                                                            <C>
Raw materials, packaging and supplies                          $  39,635
Instruments, biological stains and reagents                      126,449
                                                               ---------
                                                               $ 166,084
</TABLE>

(4) SERIES A PREFERRED STOCK

As of June 30, 1999, the Company has $900,000 of  subscriptions  receivable from
the sale of 4,500  shares of Series A  Preferred  Stock.  During the nine months
ended June 30, 1999,  the Company sold shares 657.5 of Series A Preferred  Stock
for $131,500 in cash.  During the nine months  ended June 30, 1999,  the Company
issued a total of 13,025  shares of the  company's  Series A Preferred  Stock as
commissions for consulting  services  provided to the Company.  The Company also
issued 2,011 shares of Series A Preferred Stock in satisfaction of the Note. The
Series A Preferred Stock became  convertible into Common Stock beginning January
1, 1998. The "conversion price," which is the basis for such conversion,  is the
lesser of (i) 80% of the average closing bid price of the Company's Common Stock
for the three trading days immediately  preceding the date of conversion or (ii)
$1.25 per share.  An investor  that  subscribed to 6,000 shares of the Company's
Series A Preferred  at $200 per share has paid  $300,000  of a total  $1,200,000
subscription.

(5) NET LOSS PER COMMON SHARE

Basic net loss per common share ("Basic EPS") excludes  dilution and is computed
by dividing net loss by the weighted average number of common shares outstanding
during the period.  Diluted net loss per common share  ("Diluted  EPS") reflects
the potential  dilution that could occur if stock options or other  contracts to
issue Common  Stock  including  convertible  Preferred  Stock were  exercised or
converted  into Common  Stock.  The  computation  of Diluted EPS does not assume
exercise or conversion of securities that would have an anti-dilutive  effect on
net loss per common  share.  Because  the  Company  has  incurred a loss for the
periods  presented,  no exercises or  conversions  have been  considered as they
would be  anti-dilutive,  thereby  decreasing the net loss  applicable to common
shares.

During the nine months ended June 30, 1999 the Company  issued 490,795 shares of
Common Stock, as part of the original divestiture, in the nature of a dividend.


                                       -6-

<PAGE>



At June 30, 1999, there were  outstanding  options to purchase 446,100 shares of
Common Stock and there were 8,724 shares of Series A Preferred Stock convertible
into a  minimum  of  1,395,840  shares  of Common  Stock,  neither  of which are
included in the  computation of Diluted EPS because they would be anti dilutive.
The options all relate to options to purchase  Biomune common stock  outstanding
at the time of the  divestiture.  The holders of such Biomune  options were also
granted options to purchase Volu- Sol common stock.

(6) SUBSEQUENT EVENTS

Following June 30, 1999, the Company sold 140 shares of Series A Preferred Stock
for net proceeds of $28,000.

ITEM 2 - Management's Discussion and Analysis or Plan of Operation

           Until  October 1, 1997,  the Company was a division and then a wholly
owned subsidiary of Biomune.  Effective October 1, 1997, Biomune divested itself
of the  Company  by  distributing  Volu-Sol  Common  Stock to holders of Biomune
Common  Stock as of March 5,  1997.  Since  October  1, 1997,  the  Company  has
operated as a separate entity.  The following  discussion and analysis should be
read  in  conjunction  with  the  Company's  unaudited  condensed   consolidated
financial  statements and the notes thereto contained  elsewhere in this report.
The  discussion  of these  results  should  not be  construed  to imply that any
condition or  circumstance  discussed  herein will  necessarily  continue in the
future.

Results of Operations

Comparison  of the Three  Months  Ended June 30, 1999 to the Three  Months Ended
June 30, 1998.

           During the three months ended June 30, 1999,  the Company's  revenues
totaled $134,954  compared to $143,809 for the three months ended June 30, 1998.
This  decrease  in  revenues  resulted  primarily  from a  decrease  in sales of
reagents.

           Cost of revenues  for the three  months  ended June 30, 1999  totaled
$66,926  compared to $104,503  for the three  months  ended June 30,  1998.  The
overall  gross  margin  for the  three  months  ended  1999 was 50% of  revenues
compared to 27% of revenues for the  comparable  three months ended in 1998. The
increase in the gross margin on sales of stains and reagents is  attributable to
shipping  charges  that  are  now  being  paid by  customers  as well as a price
increase that was  implemented in March 1998. The increased gross margin results
from a continued effort to create a leaner  production team and better inventory
management.

           Selling, general and administrative expenses totaled $137,484 for the
three  months  ended June 30,  1999,  compared to $184,042  for the three months
ended June 30, 1998, an overall decrease of $46,561. This decrease is attributed
to a continued effort to create a leaner management team.

           Interest  expense  increased  from $7,826 for the three  months ended
June 30, 1998 to $10,134 for the three months ended June 30, 1999.  The increase
in interest  expense is due to  additional  borrowings  from Biomune  during the
period.

           The  Company  incurred  a net loss  applicable  to  common  shares of
$114,066  for the  three  months  ended  June 30,  1999  compared  to a net loss
applicable  to common  shares of $169,316  for the three  months  ended June 30,
1998.

           It is  anticipated  that net losses  applicable to common shares will
increase in the future due to dividend requirements associated with the Series A
Preferred  Stock.  As of June 30, 1999, the Company had remaining  subscriptions
receivable  totaling $900,000.  If only those subscriptions are collected and no
further sales of Series A Preferred  Stock are made, the net loss  applicable to
common shares would increase by  approximately  $225,000 for the one-time charge
related to the beneficial  conversion  feature and by approximately  $90,000 per
year for recurring dividends at 10%.

Comparison of the Nine Months Ended June 30, 1999 to Nine Months Ended June 30,
1998

           During the nine months  ended June 30,  1999,  the Company  generated
revenues  totaling  $385,686 compared to $381,097 for the nine months ended June
30, 1998. This increase in revenues is mainly  attributable to increased sale of
Volu-Sol stains.

           Cost of  revenues  for the nine months  ended June 30,  1999  totaled
$239,035  compared to  $322,844  for the nine months  ended June 30,  1998.  The
overall gross margin for the nine months ended June 30, 1999 was 38% of revenues
compared to 5% of revenues for the comparable nine months ended in 1998. This is
attributable  to a more  efficient  production  team and an  increase  in prices
implemented March 1998.



                                       -7-

<PAGE>



           Selling, general and administrative expenses totaled $648,173 for the
nine months ended June 30, 1999,  compared to $535,149 for the nine months ended
June 30, 1998, an overall increase of $113,024. This increase is due to expenses
associated with compliance  with periodic  reporting  requirements of securities
laws and distribution of the Company's shares in connection with its divestiture
by Biomune.

           The  Company  incurred  a net loss  applicable  to  common  shares of
$630,766  for the  nine  months  ended  June  30,  1999  compared  to a net loss
applicable to common shares of $705,617 for the nine months ended June 30, 1998.
This decrease in net loss is primarily due to a decrease in selling, general and
administrative expenses as well as a reduction in cost of goods sold.

Liquidity and Capital Resources

           The Company currently is unable to finance its operations solely from
its cash flows from operating activities. From October 1, 1993 through March 31,
1999,  Biomune financed the Company's  operations  through a series of loans and
other capital contributions.  The Company also sold shares of Series A Preferred
Stock to provide additional working capital.

           The Company believes that cash generated by operations, together with
the proceeds from additional  sales of its securities will be sufficient to meet
its capital requirements for a minimum of twelve months.

           As of June 30,  1999,  the Company  had cash of $21,318 and  positive
working  capital of $92,974  compared  to cash of $16,411 and  negative  working
capital of $145,665 as of September 30, 1998.

           During the nine months ended June 30, 1999,  the Company's  operating
activities  used cash of  $180,394,  much of which was  provided  by the sale of
Series A Preferred Stock and funds borrowed from Biomune. During the nine months
ended June 30, 1998, the Company's operating  activities used cash in the amount
of $298,915,  which was provided by the sale of Series A Preferred Stock. During
the  nine-month  period ended June 30, 1999,  the Company repaid the note to the
new  shareholder by issuing 2,011 shares of Series A Preferred  Stock to the new
noteholder.  The  Note  has  been  cancelled  and  the  Company  has no  further
obligations thereunder.

           The  Company  has no  credit  facility  with any  commercial  lending
institution. In the past, the Company borrowed and received capital from time to
time  from  Biomune,  but  the  Company  has no  formal  financing  arrangement,
agreement or understanding for debt financing in the future.

           The  unaudited  condensed  consolidated  financial  statements of the
Company have been prepared on the assumption that the Company will continue as a
going concern.  The Company's product line is limited and the Company has relied
upon borrowings and financing from the sale of its equity  securities to sustain
operations.  Additional financing will be required if the Company is to continue
as a going concern.  If such additional funding cannot be obtained,  the Company
may be  required  to scale  back or  discontinue  its  operations.  Even if such
additional financing is available to the Company, there can be no assurance that
it will be on terms favorable to the Company.  In any event, such financing will
result in immediate and possible substantial dilution to existing shareholders.

Forward-looking Statements and Certain Risk Factors

           Statements  which are not historical  facts  contained in this report
are  forward-looking  statements.  Section 21E of the Securities Exchange Act of
1934,  as amended,  provides a safe harbor for  forward-looking  statements.  In
order to comply with the terms of the safe harbor,  the Company  cautions that a
variety of factors could cause the Company's actual results to differ materially
from anticipated  results or other  expectations  expressed in this report.  The
forward-looking   statements  contained  in  this  Management's  Discussion  and
Analysis  or  Plan  or  Operation  also   contemplate  a  number  of  risks  and
uncertainties  that could  cause  actual  results to differ  from  projected  or
anticipated  results.  The risk factors discussed in Part I, Item I ("Business")
and in the "Management's  Discussion and Analysis or Plan or Operation" (Item 6)
of the  Company's  Annual  Report  on Form  10-KSB  for the  fiscal  year  ended
September 30, 1998 may also affect actual operating results.

                         PART II - OTHER INFORMATION

ITEM 2.                        Changes in Securities

           Unregistered sales of equity securities during quarter (other than in
reliance on Regulation S).

           The  following  information  sets forth certain  information  for all
securities  the Company  sold during the quarter  ended June 30,  1999,  without
registration under the Securities Act of 1933 (the "Securities Act").


                                       -8-

<PAGE>



           During the nine months  ended June 30,  1999,  the  Company  sold 210
shares of Series A Preferred Stock for cash proceeds totaling $42,000. All sales
were to  accredited  investors  (as  that  term is  defined  in Rule  501  under
Regulation D).

           The Company also issued  2,011 shares of Series A Preferred  Stock to
satisfy a note payable in the principal amount of $372,411, and accrued interest
of $29,789.

           The Series A Preferred is convertible to common stock at the holder's
option into the number of shares of the  Company's  common stock  determined  by
dividing $200.00 plus any accrued and unpaid regular or special  dividends by an
amount  equal to the lesser of (i) the market  price of the common  stock on the
date  of  conversion  less  20%;  or  (ii)  $1.25.  In the  event  of a  merger,
consolidation or sale of all or  substantially  all of the assets of the Company
or a similar business  combination  involving the Company,  all of the shares of
Series A  Preferred,  at the option of the  holder,  may be  converted  into the
number of shares of common stock into which the shares of Series A Preferred are
convertible  at  the  time  of the  closing  of  such  transaction.  Based  on a
conversion factor of $200/$1.25, the number of shares issued during the last two
fiscal years would be  convertible  into a total of  1,066,824  shares of common
stock as of June 30, 1999.

           Notwithstanding  the conversion rights of the Series A Preferred,  no
single  holder (or group of affiliated  holders) may convert  shares of Series A
Preferred  into shares of common  stock in an amount  that would  result in such
holder's  aggregate  ownership of shares of common stock  exceeding  4.9% of the
total number of issued and outstanding shares of common stock.

           In  making  the  foregoing   offers  and  sales  of  restricted   and
unregistered  securities,  the Company relied on the provisions of Sections 3(b)
and 4(2) of the Securities Act and rules and regulations promulgated thereunder,
including,  but not limited to Rules 505 and 506 of  Regulation D, which exempts
transactions  that  do not  involve  any  public  offering  of  securities  from
registration  under the Securities  Act. The offer and sale of the securities in
each instance was not made by any means of general solicitation,  the securities
were  acquired  by the  investors  without a view toward  distribution,  and all
purchasers   represented  to  the  Company  that  they  were  sophisticated  and
experienced in such  transactions  and investments and able to bear the economic
risk  of  their  investment.  A  legend  was  placed  on  the  certificates  and
instruments  representing these securities stating that the securities evidenced
by such  certificates  or  instruments,  as the  case  may  be,  have  not  been
registered  under the Securities Act and setting forth the restrictions on their
transfer  and sale.  Each  investor  also  signed a written  agreement  that the
securities  would be sold only upon  registration  under the  Securities  Act or
pursuant to an applicable exemption from such registration.


ITEM 4               Exhibits and Reports on Form 8-K

                (a)  Exhibits Required by Item 601 of Regulation S-B

           Exhibit No.         Description

           27                  Financial Data Schedule

                (b)  Reports on Form 8-K

           The Company filed no current Reports on Form 8-K in the quarter ended
           June 30, 1999.




                                       -9-

<PAGE>


                                   SIGNATURES

           In accordance with the requirements of the Securities Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.



                                             VOLU-SOL, INC.




Date:   August 16, 1999                      By:  /s/   W.W. Kirton, III
                                                --------------------------------
                                             Wilford W. Kirton, III,
                                             Chief Executive Officer






Date:   August 16, 1999                      By:  /s/   Michael G. Acton
                                                --------------------------------
                                             Michael G. Acton,
                                             Acting Principal Accounting Officer



























                                       -10-