SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-QSB


(Mark One)

X                 Quarterly Report Pursuant to Section 13 or 15(d) of the 
                  Securities Exchange Act of 1934

                  For the quarterly period ended March 31, 1999 or

                  Transition Report Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934

                  For the transition period from -------------to --------------

                         Commission file number 0-22136

                          MENLO ACQUISITION CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                         77-0332937
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                            Identification No.)

                                 100 Misty Lane
                              Parsippany, NJ 07054
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (973) 560-1400

Indicate by check mark whether the registrant (1) has filed all reports required
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes No X

At May 17,  1999 the  registrant  had issued and  outstanding  an  aggregate  of
5,263,348 shares of its common stock.

<PAGE>

                                      INDEX

                          MENLO ACQUISITION CORPORATION
                                AND SUBSIDIARIES

                                                                           Page

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets -
                  March 31, 1999 (Unaudited) and
                  December 31, 1998........................................ F-3

                  Condensed Consolidated Statements of Income -
                  Three Months Ended March 31, 1999 and
                  March 31, 1998 (Unaudited)............................... F-4

                  Condensed Consolidated Statements of Cash Flows -
                  Three Months Ended March 31, 1999 and
                  March 31, 1998 (Unaudited)............................... F-5

                  Notes to Condensed Consolidated Financial Statements
                  March 31, 1999 (Unaudited)...........................F-6 - F-8

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

PART II. OTHER INFORMATION

         Item 1.  Not Applicable

         Item 2.  Not Applicable

         Item 3.  Not Applicable

         Item 4.  Not Applicable

         Item 5.  Not Applicable

         Item 6.  Exhibits and  Reports on Form 8-K

SIGNATURES


<PAGE>



                 MENLO ACQUISITION CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1999 AND DECEMBER 31, 1998


                                                 March            December
                                               31, 1999           31, 1998
                                               --------            --------  
                                             (Unaudited)         (See Note 1)
                          ASSETS                (In thousands of dollars)
                                               
Current assets:
     Cash                                          $   153            $     25
     Accounts receivable:
        Trade, net of allowance for doubtful 
           accounts of $562 and $566                 4,800               4,833
        Unbilled receivables                           199                 107
        Affiliates                                     274                 285
     Prepaid expenses and other current assets          73                  82
     Due from affiliate                                                     27
                                               -----------           ---------
               Total current assets                  5,499               5,359

Equipment and furnishings, net of accumulated 
     depreciation of $636 and $550                     987               1,020
Other assets                                            18                  38
                                                 ---------           ---------

               Totals                               $6,504              $6,417
                                                    ======              ======

        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Notes payable - bank                                              $   400
     Current portion of long-term debt             $   106                 106
     Accounts payable                                  814                 610
     Customer deposits                                 484                 523
     Accrued expenses and other liabilities            302                 243
     Due stockholder                                    45                  55
                                                 ---------           ---------
               Total current liabilities             1,751               1,937
Long-term debt, net of current portion                 248                 275
                                                  --------            --------
               Total liabilities                     1,999               2,212
                                                   -------             -------

Stockholders' equity:
     Common stock, $.0001 par value; 40,000,000
       shares authorized; 5,263,348 issued and    
       outstanding                                       1                   1
Additional paid-in capital                           4,204               4,204
     Retained earnings                                 300                    
                                                  --------           ---------
               Total stockholders' equity            4,505               4,205
                                                   -------             -------

               Totals                               $6,504              $6,417
                                                    ======              ======


See Notes to Condensed Consolidated Financial Statements.


                                       F-3
<PAGE>

                 MENLO ACQUISITION CORPORATION AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)



                                               1999                1998 
                                              ------              ------
                                               (In thousands of dollars, 
                                                  except share data)

Gross revenue                                 $3,247              $2,308
Direct project costs and other costs of        
 operations                                    1,303                 838
                                             -------            --------

Net revenue                                    1,944               1,470
                                             -------             -------

Expenses:
     Labor and related expenses                  498                 432
     Selling, general and administrative       1,144                 940
     Interest                                     14                  24
                                           ---------           ---------
        Totals                                 1,656               1,396
                                             -------             -------

Income from operations                           288                  74

Other income                                      12                  26
                                            --------           ---------

Net income (See Notes.)                      $   300             $   100
                                             =======             =======

Basic net income per share                     $.06                $.02
                                               ====                ====

Basic weighted average common shares      
outstanding                                5,263,348           5,263,348
                                           =========           =========



















See Notes to Condensed Consolidated Financial Statements.

                                       F-4


<PAGE>




                 MENLO ACQUISITION CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)



                                                       1999                1998
                                                       ----                ----
                                                       (In thousands of dollars)
Operating activities:
     Net income                                         $300               $100
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation                                      86                 74
        Changes in operating assets and liabilities:
           Accounts receivable - trade                    33               (441)
           Unbilled receivables                          (92)               236
           Accounts receivable - affiliates               11                (94)
           Prepaid expenses and other current assets       9                 46
           Due from affiliate                             27                122
           Other assets                                   20               (188)
           Accounts payable                              204                183
           Customer deposits                             (39)                29
           Accrued expenses and other liabilities         59                 87
                                                      ------             ------
            Net cash provided by operating activities    618                154
                                                       -----              -----

Investing activities - purchase of equipment             (53)               (75)
                                                      ------             ------

Financing activities:
     Repayment of notes payable - bank                  (400)              (353)
     Repayment of long-term debt - bank                  (27)               (50)
     Advances from (repayment to) stockholder            (10)               390
                                                      ------              -----
           Net cash used in financing activities        (437)               (13)
                                                       -----             ------

Net increase in cash                                     128                 66

Cash, beginning of period                                 25                  4
                                                      ------             ------

Cash, end of period                                     $153              $  70
                                                        ====              =====


Supplemental disclosure of cash flow data:
     Interest paid                                     $  14              $  25
                                                       =====              =====

     Income taxes paid                                $    1              $  61
                                                      ======              =====




See Notes to Condensed Consolidated Financial Statements.

                                       F-5
<PAGE>


                          MENLO ACQUISTION CORPORATION
                                AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

March 31, 1999

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

The accompanying  condensed consolidated financial statements have been prepared
without audit by Menlo  Acquisition  Corporation,  (the "Company") in accordance
with generally accepted accounting  principles for interim financial  statements
and pursuant to the rules of the Securities and Exchange  Commission (the "SEC")
for Form  10-QSB.  Certain  information  and  footnotes  required  by  generally
accepted  accounting  principles  for complete  financial  statements  have been
omitted.  It is the  opinion  of  management  that  all  adjustments  considered
necessary  for a fair  presentation  have  been  included,  and  that  all  such
adjustment  are of a normal and recurring  nature.  Further  information  can be
obtained by referring to the Company's  Form 8-K filed with the SEC on March 10,
1999 and to the  audited  financial  statements  and  footnotes  included in the
Company's Form 8-K/A filed May 10, 1999 (the "8-K/A").

Certain  amounts in the 1998  Financial  Statements  have been  reclassified  to
conform with the current presentation.

The consolidated results of operations for three months ended March 31, 1999 are
not necessarily indicative of the results to be expected for the full year.

The  Company  has  two  operating   subsidiaries.   One  provides  environmental
consulting,  remedial and disposal  services with offices in Parsippany and West
Windsor, New Jersey  (Consulting).  The other conducts testing of soil and water
for  environmental  hazards with an office in Randolph,  New Jersey  (Lab).  The
Company   operates   primarily   throughout   the  tri-state  area  and  eastern
Pennsylvania.


NOTE 2: EARNINGS PER SHARE

Effective  January 1, 1999,  the Company  adopted the provisions of Statement of
Financial  Accounting  Standards  No. 128,  Earnings per Share ("FAS 128") which
requires the  presentation  of "basic" and, if appropriate,  "diluted"  earnings
(loss) per common share.  The  calculation of the Basic net income per share and
the Basic weighted average common shares  outstanding  shown in the accompanying
unaudited Condensed Consolidated Statements of Income for the three months ended
March 31, 1998 have been computed as if the shares  outstanding  as of March 31,
1999 had been effectively outstanding at January 1, 1998.

For the three  months  ended March 31, 1999 and 1998,  the Company had no common
stock equivalents and, accordingly,  diluted earnings per share amounts have not
been presented in the accompanying unaudited Condensed  Consolidated  Statements
of Income.

NOTE 3: COMMITMENTS AND CONTINGENCIES

The Company is currently  subject to certain claims and lawsuits  arising in the
ordinary  course  of  its  business.  In the  opinion  of  management,  adequate
provision has been made for all known liabilities that are currently expected to
result from these claims and lawsuits,  and in the aggregate such claims are not
expected to have a material effect on the financial position of the Company. The
estimates  used in  establishing  these  provisions  could  differ  from  actual
results. Should these provisions change significantly,  the effect on operations
for any quarterly or annual reporting period could be material.

                                       F-6
<PAGE>


The  Company is a  guarantor  of a $750,000  revolving  line-of-credit  facility
utilized  by its  consulting  segment.  Outstanding  borrowings  are  secured by
substantially all of the segments'  assets.  The line of credit contains certain
covenants,  the most  restrictive of which includes the maintenance of a maximum
capital  funds  ratio,  as  defined.  As of March 31,  1999,  the segment was in
compliance  with all covenants and there were no amounts  outstanding  under the
line of credit.

As disclosed in the 8-K/A,  the Company entered into employment  agreements with
two  employees,  (its  President and General  Counsel and its Chairman and Chief
Operating Officer.) The agreements have an initial term of five years and may be
renewed for one year periods thereafter.

NOTE 4: BUSINESS SEGMENTS

The Company adopted Statement of Financial  Accounting  Standards No. 131 ("SFAS
131"), "Disclosures about Segments of an Enterprise and Related Information," at
the  beginning  of 1998.  Following  the  provision  of SFAS 131, the Company is
reporting segment revenue and income from operations in the same format reviewed
by the Company's  management (the  "management  approach").  The Company has two
reportable segments as described in Note 1 above.

      Revenue,  income from  operations and other related  segment  information
for the three months ended March 31, 1999 and 1998 follows:

                                            1999                 1998
                                            ----                 ----
                                             (In Thousand of Dollars)
    Gross revenue:                     
         Consulting                      $  2,413              $1,631
         Lab                                1,085                 800
         Inter-segment                       (251)               (123)
                                         --------              ------

             Totals                      $  3,247              $2,308
                                         ========              ======

    Direct project costs and other 
     costs of operations:
         Consulting                      $  1,023              $  546
         Lab                                  531                 415
         Inter-segment                       (251)               (123)
                                         --------              ------

             Totals                      $  1,303              $  838
                                         ========              ======

    Other operating expenses:
         Consulting                      $  1,303              $1,115
         Lab                                  474                 311
         Inter-segment                       (121)                (30)
                                         --------              ------

             Totals                      $  1,656              $1,396
                                         ========              ======

    Income (loss) from operations:
         Consulting                      $     87              $  (30)
         Lab                                   80                  74
         Inter-segment                        121                  30
                                         --------              ------

             Totals                      $    288              $   74
                                         ========              ======

                                       F-7
<PAGE>


NOTE 4: BUSINESS SEGMENTS (CONTINUED):

     Other income (expense):      
          Consulting                      $   132               $  55
          Lab                                   1                   1
          Inter-segment                      (121)                (30)
                                          -------             -------

              Totals                      $    12               $  26
                                          =======               =====

       Income (loss) before taxes:
          Consulting                      $   219             $    25
          Lab                                  81                  75
          Inter-segment                         -                   -
                                          -------              ------

              Totals                      $   300             $   100
                                          =======             =======


There have been no  significant  changes in the  assets of the  Company  between
March 31, 1999 and the last fiscal year end (December  31,  1998).  Accordingly,
the assets of the individual  segments are not  materially  different than those
shown in the 8-K/A.

NOTE 5: INCOME TAXES:

Prior to the acquisition of the two operating subsidiaries by the Company (Refer
to the 8-K/A),  the subsidiaries were Limited Liability  Companies and, as such,
were  treated as  partnerships  for Federal  and State  Income tax  purposes.  A
partnership is not a tax paying entity for Federal or State income tax purposes.
Income or loss of a limited  liability  company is  reported  in the  individual
member's  income tax returns and  accordingly,  no provision  for income tax has
been recorded in the accompanying  historical condensed  consolidated  financial
statements  attributable  to these limited  liability  companies.  The unaudited
Proforma  Basic net  income per share data  shown  below is  computed  as if the
Company acquired the subsidiaries  effective  January 1, 1998 and was subject to
Corporate Income Tax:


                                                       1999      1998
                                                       ----      ----
                                                    (In thousands of dollars,
                                                       except share data)

Historical income before income taxes                $ 300       $100

Proforma:
            Provision for income taxes                 120         40

            Net income                                 180         60

            Basic net income per share                $.03       $.01

            Basic weighted average
             common shares outstanding           5,263,348  5,263,348






                                       F-8


<PAGE>




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward Looking Statements

The  statements  in this  report that are  forward-looking  are based on current
expectations,  and actual  results may differ  materially.  The  forward-looking
statements  include  those  regarding  the  level of future  purchases  of fixed
assets,  the possible  impact of current and future  claims  against the Company
based upon  negligence and other theories of liability,  the  possibility of the
Company  making  acquisitions  during the next 12 to 18 months and the impact of
becoming Year 2000 compliant.  Forward-looking statements involve numerous risks
and  uncertainties  that  could  cause  actual  results  to  differ  materially,
including,  but not  limited  to,  the  possibilities  that the  demand  for the
Company's  services  may decline as a result of possible  changes in general and
industry  specific economic  conditions and the effects of competitive  services
and pricing;  one or more current or future  claims made against the Company may
result in substantial liabilities; and such other risks and uncertainties as are
described in reports and other  documents filed by the Company from time to time
with the Securities and Exchange Commission.

Results of Operations
(In thousands of dollars, except share data)

The following  table sets forth,  for the periods  indicated:  i) the percentage
that certain  items in the  condensed  consolidated  statements of income of the
Company bear to net  revenues,  and ii) the  percentage  increase  (decrease) in
dollar amounts of such items from year to year.



                                                                    Percentage
                                                                     Increase
                                                                    (Decrease)
                                                                      Three
                                                                      Months
                                        Percentage                    Ended
                                     of Gross Revenue                3/31/99
                                   Three Months Ended                  vs.
                                   3/31/99        3/31/98            3/31/98
                                   -------        -------            -------
Gross revenue                       100.0%          100.0%            40.7%
Direct project costs and other 
    costs of operations              40.1            36.3             55.5%
                                   ------          ------             -----
       Net revenue                   59.9            63.7             32.2%
                                   ------          ------             -----

Expenses:
    Labor and related expenses       15.3            18.7             15.3%
    Selling, general and             35.2            40.7             21.7%
    administrative
    Interest                           .5             1.1            (41.7)%
                                   ------          ------            -------
       Totals                        51.0            60.5             18.6%
                                   ------          ------            ------

Income from operations                8.9             3.2            289.2%

Other Income                           .3             1.1            (53.8)%
                                  -------          -------           -------


Net income                            9.2             4.3            200.0%
                                    =====            ====           =======

<PAGE>


First Quarter Comparison for Years 1999 and 1998


         Gross revenue for the quarter ended March 31, 1999 totaled  $3,247,  an
increase  of 40.7% from gross  revenue of $2,308 for the first  quarter of 1998.
Significant  revenue  increases  were  realized in both the  Consulting  and Lab
segments.  Net of the rise in inter-segment billing, Lab revenues increased $157
and Consulting  increased  $782.  The increases in the  Consulting  segment were
primarily attributable to an upswing in the real estate sector and partially due
to an upward adjustment in the billing rates of professional personnel.  The Lab
segment  revenue  increase  was due to a  higher  demand  for  the Lab  services
attributable to an increase in the direct sales force.

         Income  from  operations  was $288 in the  first  quarter  of 1999,  an
increase of 289.2% from $74 for the same period in 1998.  The  operating  margin
rose to 8.9% in the current  quarter from 3.2% in the first  quarter  1998.  The
increase in operating  income and margin was  primarily  due to the higher gross
revenue discussed above,  partially offset by increases in operating expenses as
described below:

         Labor  and   related   expenses   increased   15.3%   compared  to  the
corresponding  period  in the  prior  year due to  increases  in the size of the
Consulting segments' technical staff and increases in compensation rates.

         Selling,  general and administrative  expenses increased 21.7% compared
to the  corresponding  period in the prior year primarily due to the increase in
the direct sales force and their associated direct selling expenses.

         Interest expense  decreased 41.7% in the first quarter 1999 as compared
to the first quarter 1998. This decrease was  substantially due to the reduction
in the amount outstanding on the revolving line-of-credit from $600 at March 31,
1998 to $0 at March 31, 1999.

         Net income for the  quarter  was $300  compared  with $100 in the first
quarter of 1998, an increase of 200%.  Basic  quarterly net income per share was
$.06 in 1999 versus $.02 in 1998. The Company had 5,263,348  shares  outstanding
at March 31,  1999 and the  March  31,  1998 per  share  amount  was  calculated
assuming  the same number of shares were also  effectively  outstanding  at that
date. The Company had no common stock equivalents at March 31, 1999 or March 31,
1998, therefore no dilutive earnings per share were calculated.






<PAGE>


Liquidity and Capital Resources

         Net cash  provided by  operations  for the three months ended March 31,
1999 was $618 as compared to $154 for the first three  months of the prior year.
The increase in cash provided by operations was  substantially due to a decrease
in days sales outstanding in the Company's receivables in the current year first
quarter  compared to the prior year first  quarter.  The  decrease in days sales
outstanding was primarily due to the  implementation of a new project accounting
software system in the Consulting  segment,  enabling more timely billing of the
Company's services and resulting in quicker conversion of accounts receivable to
cash.

         The  Company  made net capital  expenditures  of $53 in the first three
months of 1999  compared to net capital  expenditures  of $75 in the first three
months of the prior year. The Company anticipates that its capital expenditures,
excluding  acquisitions,  for the current year will be approximately the same as
those incurred in the prior year.

         The Company,  in the normal  course of business,  encounters  potential
liability,  including  claims  for  errors  and  omissions,  resulting  from the
performance  of its  services.  The Company is party to lawsuits and is aware of
potential  exposure  related to certain  claims.  In the opinion of  management,
adequate  provision has been made for all known  liabilities  that are currently
expected to result from these matters, and in the aggregate, such claims are not
expected to have a material  impact on the  financial  position and liquidity of
the Company. Currently, the Company is provided a $5 million per occurrence, $10
million aggregate  professional  services insurance policy through an unrelated,
rated carrier.  The Company also maintains a general liability  insurance policy
with an unrelated, rated carrier.

         At March 31, 1999, the Company had cash on hand and cash equivalents of
$153.  The Company has a $750  revolving  credit line  agreement that expires in
July, 1999.  Management forsees no difficulties in the renewal or replacement of
this  agreement.  At March 31, 1999,  borrowings  under the line were $0 leaving
$750  available to the Company  compared to $600  outstanding at March 31, 1998.
Borrowings  were  available to the Company at an interest rate of 8.50% at March
31,  1999 and 8.75% at March 31,  1998.  The Company is in  compliance  with all
covenants pertaining to the credit line agreement.

         The Company believes that its available cash and cash  equivalents,  as
well as cash generated from  operations and its available  credit line,  will be
sufficient to meet the Company's cash requirements for the balance of the fiscal
year.  The Company  intends to actively  search for  acquisitions  to expand its
geographical representation and enhance its technical capabilities.  The Company
expects to utilize a portion of its liquidity  over the next 12 to 18 months for
capital  expenditures,   including   acquisitions  and  investments  in  aligned
businesses.




Year 2000 Compliance

Overview

Computer  systems and software have  historically  been coded to accept only two
digit  entries  for the year.  Consequently,  on January 1, 2000,  as well as on
other  significant  dates,  errors  may  occur.  If  computers  cannot  properly
distinguish  between the years 1900 and 2000,  computers may shutdown or perform
incorrect calculations.

Scope & Status

The Company has taken  seriously the potential  risks of the Year 2000 issue and
has devoted  resources to address the issue.  The Company has established a Year
2000  oversight  committee.  The committee was assigned to address the following
key components related to the Year 2000 issue:

   - Information  applications,  including the Company's project  management and
     accounting  systems 
   - Computer  hardware,  software,  operating  systems  and
     network infrastructure including
     telecommunications systems
   - Facility and administrative systems
   - Major suppliers and customers' systems

During the fourth  quarter of 1998,  the Company  implemented a new  information
technology system (a project management and accounting  system).  This system is
warranted as Year 2000 compliant.  The Company has performed  specific Year 2000
compliance  testing  of this  system as well as others in use  during  the first
quarter of 1999.

The Company has also  conducted an inventory and  assessment of its hardware and
software  for Year 2000  compliance.  Any  non-compliant  components  identified
(hardware  or software)  have been made  compliant  or replaced  with  compliant
versions.  Facility and administrative systems that support the Company (such as
telephone,  security  systems,  etc.)  have  also  been  assessed  for Year 2000
compliance  and  required  upgrades  to such  hardware  and  software  have been
completed.

The Company has undertaken an analysis of its vendors and suppliers to determine
potential  areas of risk  with  regard to their  failure  to  achieve  Year 2000
compliance.  Contingency  plans will be developed as  appropriate to address any
potential problems that may be identified.

Costs

The costs  associated  with  Year 2000  compliance  have not been  material  and
generally fall within normally anticipated  operating and capital spending.  The
costs of becoming  Year 2000  compliant  have not been material to the financial
position of the Company.  Although the Company has not currently found the costs
of Year 2000 compliance to be material, it cannot ensure Year 2000 compliance by
third parties.

Risks

The conversion of the Company's project  management and accounting  systems to a
Year 2000 compliant  system  mitigates the risk that the Company would be unable
to maintain accurate client records and billings.

The Company  cannot  predict  with  accuracy the extent to which its vendors and
clients will become compliant.  The resulting effects on the Company's financial
position could be adversely  affected if major vendors or clients do not operate
into and beyond the change in the  millennium.  The  Company  believes  that the
completion of its Year 2000 Project  significantly  reduces the  possibility  of
major  interruptions to its normal business  operations;  however, no assurances
can be given.


<PAGE>




                                     PART II

                                OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.       Exhibits

         The  following  exhibits  are  furnished  along  with this Form  10-QSB
         Quarterly Report for the period ended March 31, 1999:

         Exhibit No. 27

b.       Reports on Form 8-K

         During the quarter  ended March 31, 1999,  the Company  filed a Current
         Report on Form 8-K, dated March 10, 1999,  describing the completion of
         the purchase of Environmental  Waste Management  Associates,  L..L..C.,
         Environmental Waste Management Associates, Inc. , Integrated Analytical
         Laboratories, L.L.C., and Integrated Analytical Laboratories, Inc., and
         subsequently  filed a Current Report on Form 8-K/A,  dated May 10, 1999
         providing  historical  and  pro-forma  financial   information  of  the
         acquired entities.




                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange act of 1934,
         the  registrant  has duly caused this report to be signed on its behalf
         by the undersigned thereunto duly authorized.





                                                  MENLO ACQUISITION CORPORATION


                                                  /s/Frank Russomanno
Date: May 17, 1999                               ----------------------------- 
                                                  Frank Russomanno
                                                  Chief Financial Officer






                                    
<PAGE>