U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999.

[        ]  TRANSITION  REPORT  UNDER  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, including area code)


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 May 13, 1999, the registrant had issued and outstanding  2,693,042  shares
of Common Stock, par value $.0001.


           Transitional Small Business Disclosure Format (Check One):
                                 Yes [ ] No [X]




                                     Page 1

<PAGE>




                                TABLE OF CONTENTS




<TABLE>
<CAPTION>


                                                                                                           Page No.
                                                                                                           --------
<S>      <C>                                                                                               <C>

PART I.  FINANCIAL INFORMATION

1.       Financial Statements

         Unaudited Condensed Consolidated Balance Sheet as of March 31, 1999 .....................................3

         Unaudited Condensed Consolidated Statement of Operations
         for the Three Months and Six Months Ended March 31, 1999 and  1998 ......................................4

         Unaudited Condensed Consolidated Statements of Cash Flows
         for the Six Months Ended  March 31, 1999 and 1998 .......................................................5

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

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

PART 2.  OTHER INFORMATION...................................................................................... 10





</TABLE>




                                     Page 2

<PAGE>
<TABLE>
<CAPTION>

                                                                    VOLU-SOL, INC. AND SUBSIDIARY
                                                             Condensed Consolidated Balance Sheet
                                                                                      (UNAUDITED)

                                                                                    March 31,1999
-------------------------------------------------------------------------------------------------

               Assets
<S>                                                                                  <C>     

Current Assets:
     Cash                                                                            $     19,497
     Accounts receivable, less allowance for
        doubtful accounts of $2,708                                                        69,930
     Inventories                                                                          169,689
                                                                                     ------------

               Total current assets                                                       259,116

Property and equipment, net                                                               145,997
Other assets                                                                               23,097
                                                                                     ------------

               Total assets                                                          $    428,210
                                                                                     ============

--------------------------------------------------------------------------------------------------

               Liabilities and Stockholders' Deficit

Current liabilities:
     Accounts payable                                                                $     14,998
     Accrued liabilities                                                                   27,697
     Preferred stock dividends payable                                                     65,777
     Accrued interest payable                                                              28,961
     Notes payable                                                                        372,149
                                                                                     ------------

               Total current liabilities                                                  509,582
                                                                                     ------------

Commitments and contingencies                                                                   -

Stockholders' deficit:
     Preferred Stock, $.0001 par value; 10,000,000 shares authorized:
        6,668 shares outstanding (aggregate
        liquidation preference $3,053,656)                                              2,476,069
     Common Stock, par value $.0001; 50,000,000 shares authorized,
        2,693,042 shares issued and outstanding                                               269
     Additional paid-in capital                                                         1,871,243
     Preferred stock subscriptions receivable                                            (900,000)
     Accumulated deficit                                                               (3,528,953)
                                                                                     ------------

               Total stockholders' deficit                                                (81,372)
                                                                                     ------------

               Total liabilities and stockholders' equity                            $    428,210
                                                                                     ============


-------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.

</TABLE>



                                     Page 3

<PAGE>
<TABLE>
<CAPTION>

                                                                                                       VOLU-SOL, INC. AND SUBSIDIARY
                                                                                      Condensed Consolidated Statement of Operations
                                                                                                                         (UNAUDITED)

                                                                                         Three Months and Six Months Ended March 31,
------------------------------------------------------------------------------------------------------------------------------------

                                                                 For the Three Months                      For the Six Months
                                                                   Ended March 31,                         Ended March 31,

                                                              1999               1998                 1999               1998
                                                             -----------------------------           ------------------------------

<S>                                                          <C>               <C>                   <C>                <C>        
Sales                                                        $   116,813       $   115,887           $   250,732        $   237,288
Cost of goods sold                                                78,143            97,922               171,244            218,341
                                                             -----------       -----------           -----------        -----------

         Gross Margin                                             38,670            17,965                79,488             18,947

Selling, general and administrative expenses                     230,627           179,395               508,625            351,107
                                                             -----------       -----------           -----------        -----------

         Loss from operations                                   (191,957)         (161,430)             (429,137)          (332,160)

Other income (expense):
     Interest Income                                                  43             1,647                   128              2,545
     Interest Expense                                             (9,924)           (9,763)              (17,632)           (19,606)
                                                             -----------       -----------           -----------        -----------

     Net loss before provision for income taxes                 (201,838)         (169,546)             (446,641)          (349,221)

Provision for income taxes                                           200                 -                   200                  -
                                                             -----------       -----------           -----------        -----------

         Net loss                                            $  (202,038)      $  (169,546)          $  (446,841)       $  (349,221)
                                                             ===========       ===========           ===========        ===========

Dividends on Series A preferred stock                            (36,464)          (10,248)              (65,777)           (20,330)

Net loss applicable to common stock                          $  (238,502)      $  (179,794)          $  (512,618)       $  (369,551)
                                                             ===========       ===========           ===========        ===========

Net loss per common share - basic and diluted                      (0.09)            (0.09)                (0.19)             (0.18)
                                                             ===========       ===========           ===========        ===========

Weighted average common shares outstanding                     2,693,042         2,111,216             2,693,042          2,111,216
                                                             ===========       ===========           ===========        ===========



------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
</TABLE>




                                     Page 4

<PAGE>
<TABLE>
<CAPTION>

                                                                                                     VOLU-SOL, INC. AND SUBSIDIARY
                                                                                    Condensed Consolidated Statement of Cash Flows
                                                                                                                       (UNAUDITED)

                                                                                                        Six Months Ended March 31,

                                                                                               1999                        1998
                                                                                           ---------------------------------------
<S>                                                                                        <C>                          <C>        
Cash flows from operating activities:
     Net loss                                                                              $ (446,841)                  $ (349,221)
     Adjustments to reconcile net loss to
         net cash used in operating activities:
             Depreciation                                                                      39,950                       39,514
             Provision for losses on A/R                                                         (468)
             Preferred stock issued for services                                              265,000                       56,650
             (Increase) decrease in:
                 Accounts receivable                                                           (6,754)                       3,889
                 Inventories                                                                   (1,118)                     (24,864)
                 Other assets                                                                  13,367                      (13,590)
             Decrease in:
                 Accounts payable                                                             (27,536)                      33,901
                 Accrued liabilities                                                          (18,014)                     (45,194)
                                                                                           -----------                  ----------

                     Net cash used in
                     operating activities:                                                   (182,414)                    (298,915)
                                                                                           -----------                  ----------

Cash flows from Investing activities                                                                -                            -

Cash flows from financing activities:
     Proceeds from sale of preferred stock                                                     89,500                      270,000
     Proceeds from notes payable                                                               96,000                            -

                     Net cash provided by
                     financing activities                                                     185,500                      270,000
                                                                                           ----------                   ----------

                     Net increase (decrease) in cash                                            3,086                      (88,161)

Cash, beginning of period                                                                      16,411                      337,691
                                                                                           -----------                  ----------

Cash, end of period                                                                        $   19,497                   $  249,530
                                                                                           -----------                  ----------




----------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.

</TABLE>
                                     Page 5
<PAGE>



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

(1)      PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The  accompanying  unaudited  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 six months ended March 31, 1999 are not  necessarily  indicative
of the results that may be expected for the year ending  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  March 31,  1999,  the Company  borrowed  money from
Biomune Systems, Inc. ("Biomune,"the  Company's former parent) totaling $486,500
(through the date of this report),  of which $372,149 remains  outstanding as of
the date of this report,  and is evidenced by a promissory  note. The note bears
interest  at an annual  rate of ten  percent  and is due on demand.  Accrued but
unpaid interest on the note totaled $28,961 at March 31, 1999 and is included in
"accrued interest payable" in the accompanying  condensed  consolidated  balance
sheet as of March 31,  1999.  As of March 31, 1999 the note is no longer owed to
the former parent but to another entity. The Company  anticipates  repaying this
debt from  proceeds  raised in a private  placement  of the  Company's  Series A
Preferred Stock (see Note 4).

(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 March 31, 1999:

Raw materials, packaging and supplies                      $ 45,810
Instruments, biological stains and reagents                 123,879
                                                          ---------
                           
                                                          $ 169,689
                                                          =========
                           

(4)      SERIES A PREFERRED STOCK

As of March 31, 1999, the Company has $900,000 of subscriptions  receivable from
the sale of 4 ,500  shares of Series A  Preferred  Stock.  During the six months
ended March 31, 1999, the Company sold 447.5 shares of Series A Preferred  Stock
for $89,500 in cash.  During the six months  ended March 31,  1999,  the Company
issued  a total  of  1,325  shares  of  Series  A  Preferred  Stock as fees for
consulting  services  provided to the company.  The Series A Preferred  Stock is
convertible  into Common Stock.  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


                                     Page 6

<PAGE>

of a total $1,200,000  subscription.  The investor has notified the Company that
it will pay the $900,000  balance of its subscription at such time as the Common
Stock of the Company begins trading.

(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 six months ended March 31, 1999 the Company  issued 481,635 shares of
Common Stock, as part of the original divestiture, in the nature of a dividend.

At March 31, 1999, there were outstanding  options to purchase 446,100 shares of
Common  Stock and  there  were  6,667.65  shares  of  Series A  Preferred  Stock
convertible into a minimum of 1,066,824 shares of Common Stock, neither of which
are  included  in  the   computation  of  Diluted  EPS  because  they  would  be
anti-dilutive.  The  options  were  granted to  holders  of options to  purchase
Biomune Common Stock at the time of the divestiture of the Company by Biomune.

(6)      SUBSEQUENT EVENTS

As of May 13 , 1999 the Company  sold 25 shares of Series A Preferred  Stock for
net proceeds of $5,000.

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

         Until  October 1, 1997,  the Company  operated as 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.

         When  used  in  this  report,  the  words  "believes,"   "anticipates,"
"expects,"  and similar  expressions  are  intended to identify  forward-looking
statements.  The matters  modified by such phrases are subject to certain  risks
and  uncertainties  that could cause actual  results to differ  materially  from
those  projected.  Readers are  cautioned  not to place undue  reliance on these
forward-looking statements,  which speak only as of the date hereof. The Company
undertakes  no  obligation  to publicly  release the results of any revisions to
these  forward-looking  statements  that  may  be  made  to  reflect  events  or
circumstances  after the date of this report,  or to reflect the  occurrence  of
unanticipated  events. A more detailed description of such risks is contained in
the Company's annual report on form 10-KSB for the year.





                                     Page 7

<PAGE>



Results of Operations

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.

         During the three months ended March 31, 1999,  the  Company's  revenues
totaled $116,813 compared to $115,887 for the three months ended March 31, 1998.
This increase in revenues resulted primarily from the sales of reagents.

         Cost of revenues  for the three  months  ended  March 31, 1999  totaled
$78,143  compared to $97,922 for the three  months  ended  March 31,  1998.  The
overall  gross  margin  for the  three  months  ended  1999 was 33% of  revenues
compared to 16% 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 $230,627 for the
three  months  ended March 31,  1999,  compared to $179,395 for the three months
ended March 31, 1998, an overall increase of $51,232.
This increase is primarily attributable to consulting expenses paid.

         Interest expense increased from $9,763 for the three months ended March
31, 1998 to $9,924 for the three months  ended March 31,  1999.  The increase in
interest  expense is due to additional  borrowings  from Biomune,  the Company's
former parent.

         The Company incurred a net loss applicable to common shares of $238,502
for the three months ended March 31, 1999  compared to a net loss  applicable to
common  shares of  $179,794  for the three  months  ended March 31,  1998.  This
increase is due primarily to consulting expenses paid during the quarter.

         It is anticipated that the net losses  applicable to common shares will
increase in the future due to the accrual of  dividends  payable on the Series A
Preferred  Stock. As of March 31, 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 %.

Six Months Ended March 31, 1999 Compared to Six Months Ended March 31,1998

         During  the six  months  ended  March 31,  1999 the  Company  generated
revenues  totaling  $250,732 compared to $237,288 for the six months ended March
31, 1998. This increase in revenues is mainly attributable to increased sales of
Volu-Sol stains.

         Cost of  revenues  for the six  months  ended  March 31,  1999  totaled
$171,244  compared to $218,341  for the six months  ended  March 31,  1998.  The
overall gross margin for the six months ended March 31, 1999 was 32% of revenues
compared to 8% of revenues for the comparable six months ended in 1998.  This is
attributable  to a more  efficient  production  team and an  increase  in prices
implemented March 1998.


                                    Page 8

<PAGE>

         Selling,  general and administrative  expenses totaled $508,625 for the
six months ended March 31,  1999,  compared to $351,107 for the six months ended
March 31, 1998, an overall increase of $157,518. This increase is due to payment
of Board of Directors fees.

         Interest expense  decreased from $19,606 for the six months ended March
31, 1998 to $17,632 for the six months  ended March 31,  1999.  The  decrease in
interest  expense is due to repayment of  borrowings  to Biomune,  the Company's
former parent.

         The Company incurred a net loss applicable to common shares of $512,618
for the six months  ended March 31, 1999  compared to a net loss  applicable  to
common shares of $369,551 for the six months ended March 31, 1998. This increase
in net loss is primarily due to dividends and consulting  expenses as well as an
increase in selling, general, and administrative expenses.

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 totaling approximately  $2,900,000.  Of this amount,
$372,149  represents a note  payable to Biomune  through the date of this report
which bears interest at the rate of 10% per year and which is payable on demand.
The Company has  announced  its  intentions  to sell up to 12,000  shares of its
Series A  Preferred  Stock  for  $2,400,000.  The  Series A  Preferred  Stock is
convertible  into Common Stock of the Company.  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.  The Company  issued a
total of 180 shares of Series A Preferred  Stock  during the three  months ended
March 31, 1999, covered by this report.

         The Company  intends to use the proceeds  from the sale of the Series A
Preferred to repay its  indebtedness  to Biomune,  pay the expenses of the offer
and sale of the stock and expenses  incurred in the  divestiture of the Company,
acquire yet-to-be  identified  complimentary  businesses or product rights,  and
supplement  working  capital.  The  Company  believes  that  cash  generated  by
operations,  together with the proceeds from the sale of its securities  will be
sufficient to meet its capital requirements for a minimum of twelve months.

         As of March 31,  1999,  the Company  had cash of $19,497  and  negative
working  capital of $254,066  compared to cash of $249,530 and negative  working
capital of $62,439 as of March 31, 1998.

         During the six months ended March 31,  1999,  the  Company's  operating
activities  used cash of  $182,414,  much of which was  provided  by the sale of
Series A Preferred Stock and funds borrowed from Biomune.  During the six months
ended March 31, 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.

         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  with  Biomune or any other  party to provide  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

                                     Page 9

<PAGE>


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  27A of the  Securities  Act of  1933,  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  of  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 1 ("Business")
and in the "Management's  Discussion and Analysis or Plan of 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 March 31,  1999,  without
registration under the Securities Act of 1933 (the "Securities Act").

         During the three  months  ended March 31,  1999,  the Company  sold 180
shares of Series A Preferred Stock for cash proceeds totaling $36,000. All sales
were to  accredited  investors  (as  that  term is  defined  in Rule  501  under
Regulation D).

         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 March 31, 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.


                                     Page 10

<PAGE>


         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
March 31, 1999.

                                     Page 11

<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: May 13, 1999                  By: /s/  W. W. Kirton, III
                                             -----------------------------------
                                             Wilford W. Kirton, III,
                                             Chief Executive Officer






Date: May 13, 1999                   By: /s/  Michael G. Acton
                                             -----------------------------------
                                             Michael G. Acton,
                                             Acting Principal Accounting Officer





















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