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 (15d) OF THE EXCHANGE ACT
           For the transition period from ____________ to ____________


                         Commission File Number 0-22434


                             AQUA CARE SYSTEMS, INC.
        (Exact name of small business issuer as specified in its charter)

              DELAWARE                                   13-3615311            
      (State or other jurisdiction of          (IRS Employer Identification No.)
      incorporation or organization)

                 11820 N.W. 37TH STREET, CORAL SPRINGS, FL 33065
                    (Address of principal executive offices)

                                 (954) 796-3338
                           (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_____       

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                                                  NUMBER OF SHARES OUTSTANDING
                  CLASS                                ON APRIL 23, 1999   
                  -----                                -----------------

Common Stock,  $ .001 Par Value                             2,827,404
                                                            ---------

         Transitional small business disclosure format:

                              Yes _____      No    X  

<PAGE>

                             AQUA CARE SYSTEMS, INC.


                                 INDEX TO 10-QSB


<TABLE>
<S>               <C>
PART I.           FINANCIAL INFORMATION


                  ITEM 1.           Consolidated Balance Sheets as of March 31, 1999 and
                                    December 31, 1998

                                    Consolidated Statements of Operations for
                                    the three months ended March 31, 1999 and
                                    March 31, 1998

                                    Consolidated Statements of Cash Flows for
                                    the three months ended March 31, 1999 and
                                    March 31, 1998

                                    Notes to Consolidated Financial Statements


                  ITEM 2.           Management's Discussion and Analysis of Financial Condition and
                                    Results of Operations for the three months ended March 31, 1999
                                    and March 31, 1998


PART II.          OTHER INFORMATION


                  ITEM 1.           Legal Proceedings

                  ITEM 6.           Exhibits and Reports on Form 8-K
</TABLE>

                                                       - 2 -

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                  The interim consolidated financial statements presented in
                  this report are unaudited, but in the opinion of management,
                  reflect all adjustments necessary for a fair presentation of
                  such information. Results for interim periods should not be
                  considered indicative of results for a full year.

                  These consolidated financial statements should be read in
                  conjunction with the financial statements and notes thereto
                  included in the Form 10-KSB for the fiscal year ended December
                  31, 1998, filed with the Securities and Exchange Commission on
                  March 30, 1999.


                                      - 3 -

<PAGE>

                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                   (UNAUDITED WITH RESPECT TO MARCH 31, 1999)
<TABLE>
<CAPTION>

                                                                                  March 31,         December 31,
                                                                                   1999                 1998     
                                                                              ---------------      --------------    
<S>                                                                           <C>                  <C>
ASSETS
Current assets
     Cash and cash equivalents................................................$       595,177      $      573,129
     Accounts receivable, net of allowance
         for doubtful accounts of $260,000....................................      2,958,604           2,858,990
     Inventory................................................................      2,009,071           2,609,472
     Current maturities of notes receivable...................................         48,000              72,744
     Prepaids and other.......................................................        232,929             237,087
                                                                              ---------------      --------------

Total current assets..........................................................      5,843,781           6,351,422

Property, plant and equipment, net............................................      4,826,716           4,837,671
Intangible assets, net........................................................      2,927,922           2,996,871
Notes receivable, less current maturities.....................................         68,000              80,000
Other assets..................................................................        274,951             301,484
                                                                              ---------------      --------------

Total assets..................................................................$    13,941,370      $   14,567,448
                                                                              ===============      ==============

LIABILITIES
Current liabilities
     Accounts payable.........................................................$     1,412,730      $    1,751,847
     Accrued expenses.........................................................      1,085,778           1,285,841
     Current maturities of long-term debt.....................................      2,550,741           2,560,439
     Indebtedness to related party............................................        125,000             125,000
                                                                              ---------------      --------------

Total current liabilities.....................................................      5,174,249           5,723,127

Long-term debt, less current maturities.......................................      3,327,634           3,575,964
                                                                              ---------------      --------------

Total liabilities.............................................................      8,501,883           9,299,091
                                                                              ---------------      --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Preferred stock, $.001 par; 5,000,000 shares
         authorized, none outstanding.........................................             --                  --
     Common stock, $.001 par; 30,000,000 shares
         authorized, 2,827,404 and 2,800,313 shares
         issued and outstanding...............................................          2,827               2,800
     Additional paid-in capital...............................................     16,944,544          16,928,486
     Deficit..................................................................    (11,507,884)        (11,662,929)
                                                                              ---------------      --------------

Total stockholders' equity....................................................      5,439,487           5,268,357
                                                                              ---------------      --------------

Total liabilities and stockholders' equity....................................$    13,941,370      $   14,567,448
                                                                              ===============      ==============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       - 4 -

<PAGE>


                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                           For the three months ended
                                                                                    March 31,
                                                                           1999                  1998     
                                                                     ---------------       ---------------

<S>                                                                  <C>                   <C>            
         Revenues....................................................$     6,314,064       $     7,188,777

         Cost of revenues............................................      3,795,681             4,500,000
                                                                     ---------------       ---------------

         Gross profit................................................      2,518,383             2,688,777
                                                                     ---------------       ---------------

         Operating expenses:
              Selling, general and administrative....................      2,016,919             2,204,711
              Depreciation and amortization..........................        155,451               188,208
              Provision for doubtful accounts and notes..............             --                 9,000
                                                                     ---------------         -------------

         Total operating expenses....................................      2,172,370             2,401,919
                                                                     ---------------       ---------------

         Income from operations......................................        346,013               286,858

         Interest expense, net.......................................       (190,968)             (200,409)
                                                                     ---------------       ---------------

         Net income..................................................$       155,045       $        86,449
                                                                     ===============       ===============

         Earnings per common share - basic...........................$          0.06       $          0.03
                                                                     ===============       ===============

         Earnings per common share - diluted.........................$          0.06       $          0.03
                                                                     ===============       ===============
</TABLE>
           See accompanying notes to consolidated financial statements


                                     - 5 -
<PAGE>

                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          For the three months ended
                                                                                    March 31,
                                                                           1999                  1998     
                                                                     ---------------       ---------------
<S>                                                                  <C>                   <C>
         OPERATING ACTIVITIES:
         Net income..................................................$       155,045       $        86,449
         Adjustments to reconcile net income to net cash
         provided by operating activities:
              Provision for doubtful accounts and notes..............             --                 9,000
              Depreciation and amortization..........................        155,451               188,208
              Pension contribution paid through issuance of
                 Common Stock........................................         16,085                14,813
         Changes in assets and liabilities:
              Increase in accounts receivable........................        (99,614)             (516,462)
              Decrease in costs and estimated
                 earnings in excess of billings......................             --                48,093
              Decrease in inventory..................................        600,401               648,449
              Decrease (increase) in prepaids and other..............          4,158              (114,777)
              Decrease in other assets...............................         26,533                13,600
              Decrease in accounts payable and accrued
                 expenses............................................       (539,180)             (253,008)
                                                                     ---------------       ---------------

         Net cash provided by operating activities...................        318,879               124,365
                                                                      --------------       ----------------

         INVESTING ACTIVITIES:
              Payments received on notes receivable..................         36,744                20,700
              Capital expenditures...................................        (75,547)              (18,119)
                                                                     ---------------       ---------------

         Net cash (used in) provided by investing activities.........        (38,803)                2,581
                                                                    ----------------       ---------------

         FINANCING ACTIVITIES:
              Proceeds from issuance of notes payable and
                 long-term debt......................................      3,720,326             3,510,334
              Repayment of notes payable and
                 long-term debt......................................     (3,978,354)           (3,992,745)
                                                                     ---------------       ---------------

         Net cash used in financing activities.......................       (258,028)             (482,411)
                                                                     ---------------      ----------------

         Net increase (decrease) in cash and cash equivalents........         22,048              (355,465)

         Cash and cash equivalents, beginning of period..............        573,129               654,932
                                                                     ---------------      ----------------

         Cash and cash equivalents, end of period....................$       595,177     $         299,467
                                                                     ===============     =================
</TABLE>
          See accompanying notes to consolidated financial statements.


                                     - 6 -
<PAGE>


                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO MARCH 31, 1999 AND 1998)


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


         BUSINESS

         Aqua Care Systems, Inc. and subsidiaries (the "Company") is engaged in
the design, engineering, manufacturing, assembly, sales, marketing, distribution
and service of filtration systems and products, flow control systems and
products, water filtration and purification products and car wash equipment.
Currently, the Company provides equipment sales and services to clients in the
United States and abroad.

         PRINCIPLES OF CONSOLIDATION

         The accompanying consolidated financial statements include the accounts
of all subsidiaries. All material intercompany transactions and accounts have
been eliminated in consolidation.

         PREPARATION OF FINANCIAL STATEMENTS

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

         INVENTORY

         Inventory consists principally of materials, purchased parts and work
in process. Inventory is valued at the lower of cost (first-in, first-out
method) or market.

         PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment are recorded at cost. Depreciation is
provided using the straight-line method over the estimated useful lives of the
assets, ranging from five to thirty years.

         INTANGIBLE ASSETS

         The excess of the cost over the fair value of net assets of purchased
businesses is recorded as goodwill and is amortized on a straight-line basis
over 15 years. The Company continually evaluates the carrying value of goodwill.
Impairments are recognized when the expected future undiscounted operating cash
flows to be derived from such intangible assets are less than their carrying
values.


                                     - 7 -
<PAGE>

                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO MARCH 31, 1999 AND 1998)


         REVENUE RECOGNITION

         The Company recognizes revenue on certain filtration systems contracts
on the percentage of completion method, based generally on the ratio of costs
incurred to date on the contract to the total estimated contract cost. Costs
incurred and revenues recognized in excess of amounts billed are classified
under current assets as costs and estimated earnings in excess of billings.
Amounts billed in excess of revenues recognized are classified under current
liabilities as billings in excess of costs and estimated earnings. Losses on
such contracts are recognized at the time they become estimatable. Equipment and
parts sales and rental and service revenues are accounted for on the accrual
method.

         INCOME TAXES

         Income taxes are accounted for using the liability approach under the
provisions of Financial Accounting Standards No. 109.

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company's financial instruments consist principally of cash and
cash equivalents, accounts receivable, notes receivable, accounts payable,
accrued expenses and long-term debt. The carrying amounts of such financial
instruments as reflected in the consolidated balance sheets approximate their
estimated fair values as of March 31, 1999 and December 31, 1998. The estimated
fair values are not necessarily indicative of the amounts the Company could
realize in a current market exchange or of future earnings or cash flows.

         STOCK BASED COMPENSATION

         The Company recognizes compensation expense for its stock option
incentive plans using the intrinsic value method of accounting. Under the terms
of the intrinsic value method, compensation cost is the excess, if any, of the
quoted market price of the stock at the grant date, or other measurement date,
over the amount an employee must pay to acquire the stock.

         EARNINGS PER SHARE

         Effective December 31, 1997, the Company adopted Financial Accounting
Standards (SFAS) No. 128, Earnings Per Share, which simplifies the computation
of earnings per share and requires the restatement of all prior periods
presented.

         Basic earnings per share are computed on the basis of the weighted
average number of common shares outstanding during each period.

         Diluted earnings per share are computed on the basis of the weighted
average number of common shares and dilutive securities outstanding during each
period. Dilutive securities having an anti-dilutive effect on diluted earnings
per share are excluded from the calculation.


                                     - 8 -
<PAGE>

                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO MARCH 31, 1999 AND 1998)


         STATEMENTS OF CASH FLOWS

         For purposes of the statements of cash flows, the Company considers all
highly liquid investments with initial maturities of three months or less to be
cash equivalents.

         NEW ACCOUNTING STANDARDS

         Statement of Financial Accounting Standards (SFAS) No. 130, Reporting
Comprehensive Income, establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No. 130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The adoption of SFAS No. 130 did not impact the Company's
financial statements.

         Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures
About Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
Financial Reporting for Segments of a Business Enterprise. SFAS No. 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS No. 131
defines operating segments as components of a company about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance. The Company adopted SFAS No. 131 in 1998.

         Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
for Derivative Instruments and Hedging Activities", establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The Statement applies to all entities and is effective for all
fiscal quarters of the fiscal years beginning after June 15, 1999. The Company
did not engage in derivative instruments or hedging activities in any periods
presented in the consolidated financial statements.


2.       INVENTORY
<TABLE>
<CAPTION>
                                                                     MARCH 31, 1999            DECEMBER 31, 1998
                                                                     --------------            -----------------

<S>                                                                  <C>                        <C>          
Materials and purchased parts........................................$   1,848,777              $   1,798,051
Work in process......................................................      160,294                    811,421
                                                                     -------------              -------------

Total inventory......................................................$   2,009,071              $   2,609,472
                                                                      ============               ============
</TABLE>

                                     - 9 -
<PAGE>

                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO MARCH 31, 1999 AND 1998)


3.       PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
                                                                     MARCH 31, 1999            DECEMBER 31, 1998
                                                                     --------------            -----------------

<S>                                                                  <C>                        <C>          
Land and buildings...................................................$   2,745,427              $   2,745,427
Machinery and equipment..............................................    2,397,138                  2,323,455
Furniture and fixtures...............................................      652,726                    652,726
Leasehold improvements...............................................       29,314                     27,450
                                                                     -------------              -------------

                                                                         5,824,605                  5,749,058
Less accumulated depreciation........................................     (997,889)                  (911,387)
                                                                     -------------              -------------

Net property, plant and equipment....................................$   4,826,716              $   4,837,671
                                                                     =============              =============
</TABLE>



4.       INTANGIBLE ASSETS
<TABLE>
<CAPTION>
                                                                     MARCH 31, 1999            DECEMBER 31, 1998
                                                                     --------------            -----------------

<S>                                                                  <C>                        <C>          
Goodwill.............................................................$   4,134,266              $   4,134,266
Less accumulated amortization........................................   (1,206,344)                (1,137,395)
                                                                     -------------              -------------

Net intangible assets................................................$   2,927,922              $   2,996,871
                                                                     =============              =============
</TABLE>

5.       LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                     MARCH 31, 1999            DECEMBER 31, 1998
                                                                     --------------            -----------------

<S>                                                                  <C>                         <C>
12% note payable, interest only payable quarterly with a
balloon payment of $1,200,000 due June 2003, collateralized
by substantially all of the assets of the Company................... $   1,200,000               $1,200,000

Prime plus 2%, (9.75% at March 31, 1999), revolving credit
lines, providing for borrowings, subject to certain collateral
requirements and loan covenants, of up to $3,500,000 through
June 2000, principally collateralized by accounts receivable
and inventory of FSDA, (See (b) below)...............................    1,517,178                1,486,876

Prime plus 2.5%, (10.25% at March 31, 1999), note payable,
principal and interest payable monthly with an estimated
balloon payment of approximately $400,000 due June 2000,
principally collateralized by property and plant of FSDA,
(See (b) below)......................................................      812,000                  899,600
</TABLE>

                                     - 10 -
<PAGE>


                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO MARCH 31, 1999 AND 1998)


<TABLE>
<CAPTION>

                                                                     MARCH 31, 1999            DECEMBER 31, 1998
                                                                     --------------            -----------------

<S>                                                                  <C>                       <C>
Prime plus 2.5%, (10.25% at March 31, 1999), note payable,
principal and interest payable monthly with an estimated
balloon payment of approximately $130,000 due June 2000,
principally collateralized by machinery and equipment of FSDA,
(See (b) below).......................................................     288,000                    320,400

11% note payable, principal and interest payable monthly with an
estimated balloon payment of approximately $600,000 due March
2001, collateralized by all the assets of FSDA, (See (b) below).......   1,554,499                  1,674,499

9.25% mortgage note payable, principal and interest payable monthly
with an estimated balloon payment of approximately $360,000 due
June 2001, collateralized by land and building of ACSI................     408,133                    412,642

Prime plus 1%, (8.75% at March 31, 1999), notes payable, issued
in connection with the acquisition of CWES, payable in equal
quarterly principal payments of $40,000, plus interest, through
April 1999, principally collateralized by the accounts receivable,
inventory and property and equipment of CWES..........................      40,000                     80,000

9.50% note payable, principal and interest payable monthly through
June 2002, collateralized by substantially all of the assets of GFSI..      58,565                     62,386
                                                                     -------------              -------------  

                                                                         5,878,375                  6,136,403

Less current maturities..............................................   (2,550,741)                (2,560,439)
                                                                     -------------              -------------

Total long-term debt.................................................$   3,327,634              $   3,575,964
                                                                     =============              =============
</TABLE>

At March 31, 1999, maturities of long-term debt, are:

                               2000                           $   2,550,741
                               2001                               1,731,344
                               2002                                 389,879
                               2003                                   6,411
                               2004                               1,200,000
                                                              -------------

                                                              $   5,878,375
                                                              =============


                                     - 11 -
<PAGE>

                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO MARCH 31, 1999 AND 1998)


         (a) The Company's loan agreements contain restrictive covenants which
require the Company to, among other things, maintain a minimum tangible net
worth and maintain certain financial ratios. Certain of such loans also provide
that the lenders may, at their options, accelerate such loans as a result of,
among other things, a material adverse change in the Company's financial
position or results of operations. The lenders have not notified the Company
that such an event has occurred and the Company does not expect that such notice
will be received.

         (b) At December 31, 1998, the Company was not in compliance with
certain covenants relating to the above noted debt. However, the Company
obtained waivers of such non-compliance from the lenders.

6.       RELATED PARTY BALANCES AND TRANSACTIONS

<TABLE>
<CAPTION>
INDEBTEDNESS TO RELATED PARTY                                        MARCH 31, 1999            DECEMBER 31, 1998
-----------------------------                                        --------------            -----------------

<S>                                                                  <C>                       <C>
10% unsecured notes payable to a former affiliated
entity, matured October 1994.........................................$     125,000              $     125,000
                                                                     =============              =============
</TABLE>

         Interest expense on related party indebtedness aggregated $3,125 for
each of the three months ended March 31, 1999 and 1998.

7.       INCOME TAXES

         At March 31, 1999 and December 31, 1998, the Company has approximately
$7,400,000 and $7,550,000, respectively, of net operating loss carryforwards
expiring through 2011, for both financial reporting and income tax purposes.
Changes in ownership of greater than 50% occurred as a result of the Company's
issuances of Common Stock which resulted in an approximate $760,000 annual
limitation being imposed upon the future utilization of approximately $6,300,000
of the Company's net operating losses for tax purposes. Realization of the
approximate $2,780,000 and $2,840,000 deferred tax assets at March 31, 1999 and
December 31, 1998, respectively, resulting mainly from the available net
operating loss carryforwards, is not considered more likely than not and
accordingly, a valuation allowance has been recorded for the full amount of such
assets.

         The reconciliation of the effective income tax rate to the Federal and
State statutory rate is as follows:

<TABLE>
<CAPTION>
                                                                            1999                      1998
----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                      <C>     

Federal and State income tax rate                                          37.63%                   (37.63%)
Effect of net operating loss carryfoward and valuation allowance          (37.63%)                   37.63%
                                                                          -------                  --------
Effective income tax rate                                                    0.0%                      0.0%
                                                                          =======                  ========
</TABLE>


                                     - 12 -
<PAGE>

                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO MARCH 31, 1999 AND 1998)


8.       EQUITY TRANSACTIONS

         (a) At March 31, 1999, the Company has two stock option plans, which
are described below. The Company applies APB Opinion 25, ACCOUNTING FOR STOCK
ISSUED TO EMPLOYEES, and related Interpretations in accounting for options
granted to employees. Under APB Opinion 25, because the exercise price of the
Company's employee stock options equals the market price of the underlying stock
on the date of grant, no compensation cost is recognized.

         Under the 1991 Performance Equity Plan, the Company may grant options
to its employees and certain consultants for up to 2,000,000 shares of Common
Stock. Under the 1994 Outside Directors' Plan, the Company may grant options to
its directors for up to 400,000 shares of Common Stock. For both plans, the
exercise price of each option equals the market price of the Company's stock on
the date of grant and an option's maximum term is 10 years.

         (b) As of March 31, 1999 and December 31, 1998, respectively, the
Company has reserved an aggregate 968,000 and 933,100 shares of Common Stock for
issuance upon exercise of options and warrants.

         (c) The following reconciles the components of the earnings per share
computation:

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,            1999                                               1998
-----------------------------------------------------------------------------------------------------------------------------
                                 INCOME         SHARES           PER-SHARE      INCOME          SHARES             PER-SHARE
                                 (NUMERATOR)    (DENOMINATOR)    AMOUNT         (NUMERATOR)     (DENOMINATOR)      AMOUNT    
-----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>              <C>            <C>             <C>                <C>
Earnings per common share
Net income                       $155,045       2,813,859        $0.06          $  86,449       2,722,013          $0.03
                                                                 =====                                             =====

Effect of dilutive securities
Options                                --              --                              --         100,456
Warrants                               --              --                              --           7,591
                                 --------       ---------                       ---------       ---------

Earnings per common share
assuming dilution
Net income                       $155,045       2,813,859        $0.06          $  86,449       2,830,060          $0.03
                                 ========       =========        =====          =========       =========          =====
</TABLE>

9.       SEGMENT INFORMATION

         The Company's reportable segments are strategic businesses that offer
different products and services. They are managed separately because each
business requires different technology and marketing strategies. The Company
primarily evaluates the operating performance of its segments based on the
categories noted in the table below. During the three months ended March 31,
1999 and 1998, the Company had no intercompany sales.

                                     - 13 -

<PAGE>


                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO MARCH 31, 1999 AND 1998)


         Financial information for the Company's business segments is as
follows:

<TABLE>
<CAPTION>
                                                                            For the three months ended
                                                                                      March 31,
                                                                          1999                       1998   
                                                                       -----------              ------------
<S>                                                                    <C>                      <C>
REVENUES

Industrial and municipal fluid handling and filtration...............$   4,119,790              $   4,443,435
Commercial and residential water filtration and purification.........    1,078,096                  1,692,386
Car wash equipment sales and service.................................    1,116,178                  1,052,956
Corporate............................................................           --                         --              
                                                                     -------------              -------------

Total revenues.......................................................$   6,314,064              $   7,188,777
                                                                     =============              =============

OPERATING INCOME

Industrial and municipal fluid handling and filtration...............$     327,497              $     260,291
Commercial and residential water filtration and purification.........      168,506                    129,694
Car wash equipment sales and service.................................       80,197                    141,221
Corporate............................................................     (230,187)                  (244,348)             
                                                                     --------------             --------------

Total operating income...............................................$     346,013              $     286,858
                                                                     =============              =============

DEPRECIATION AND AMORTIZATION

Industrial and municipal fluid handling and filtration...............$      60,810              $      79,488
Commercial and residential water filtration and purification.........       49,890                     64,170
Car wash equipment sales and service.................................       32,250                     32,250
Corporate............................................................       12,501                     12,300              
                                                                     -------------              -------------

Total depreciation and amortization..................................$     155,451              $     188,208
                                                                     =============              =============

INTEREST EXPENSE, NET

Industrial and municipal fluid handling and filtration...............$     135,170              $     177,601
Commercial and residential water filtration and purification.........           --                         --
Car wash equipment sales and service.................................          876                      4,750
Corporate............................................................       54,922                     18,058              
                                                                     -------------              -------------

Total interest expense, net..........................................$     190,968              $     200,409
                                                                     =============              =============
</TABLE>

                                     - 14 -
<PAGE>


                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO MARCH 31, 1999 AND 1998)



<TABLE>
<CAPTION>
                                                                             For the three months ended
                                                                                     March 31,
                                                                          1999                       1998   
                                                                       -----------              ------------

<S>                                                                   <C>                       <C>
TOTAL ASSETS

Industrial and municipal fluid handling and filtration...............$   8,110,191              $   9,296,419
Commercial and residential water filtration and purification.........    2,719,695                  4,151,800
Car wash equipment sales and service.................................    1,791,110                  1,853,235
Corporate............................................................    1,320,374                  1,152,998              
                                                                     -------------              -------------

Total assets.........................................................$  13,941,370              $  16,454,452
                                                                     =============              =============

CAPITAL EXPENDITURES

Industrial and municipal fluid handling and filtration...............$      45,906             $        4,290
Commercial and residential water filtration and purification.........        4,425                      2,453
Car wash equipment sales and service.................................       24,224                      5,506
Corporate............................................................          992                      5,870              
                                                                     -------------              -------------

Total capital expenditures...........................................$      75,547              $      18,119
                                                                     =============              =============
</TABLE>

10.      FINANCING FEES

         The Company offers a retail financing program for the purpose of
assisting one of its subsidiary's water filtration and purification customers
(dealers) in obtaining financing through an arrangement with an unrelated
lending company. As compensation for its services, the Company receives fees
based on amounts financed. Net fees for the three months ended March 31, 1999
and 1998 aggregated $175,915 and $180,487, respectively, and are included in
revenues.

11.      SUPPLEMENTAL CASH FLOW INFORMATION

         For the three months ended March 31, 1999 and 1998, the Company paid
$168,289 and $187,482, respectively, for interest.

12.      COMMITMENTS AND CONTINGENCIES

         (a) The Company leases vehicles and office/warehouse space under
operating leases which expire through 2002. Total rent expense aggregated
$53,118 and $55,841, for the three months ended March 31, 1999 and 1998,
respectively.


                                     - 15 -
<PAGE>


                    AQUA CARE SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO MARCH 31, 1999 AND 1998)

         Approximate future annual minimum lease payments under operating leases
at March 31, 1999 are as follows:


                               2000                           $     216,848
                               2001                                 164,323
                               2002                                 155,850
                               2003                                  33,075
                                                              -------------

                                                              $     570,096
                                                              =============

         (b) The Company has entered into a distribution agreement with Ryko
Manufacturing Company ("Ryko"). Under the terms of the agreement, the Company is
the exclusive distributor of Ryko car wash equipment in the South Florida
region. The distribution agreement provides that the Company sells directly or
receives a commission on all Ryko equipment sold within its region. The
distribution agreement is due to expire in 1999. However, it provides for
automatic renewal upon the achievement of certain sales goals which aggregate
approximately $1,800,000 per year for 1998 and 1999. The Company expects to meet
such goals.

         (c) The Company has adopted a 401(k) employee savings and retirement
plan. Under the provisions of the Plan, the Company may elect to match each
employee's contribution to the Plan at the rate of 50% in Company Common Stock.
The Common Stock is restricted stock and vests over a two year period on a
quarterly basis. During the three months ended March 31, 1999 and 1998, the
Company contributed 27,091 and 18,231 shares of restricted Common Stock valued
at $16,085 and $14,813, respectively.

         (d) On April 9, 1997 Long Trail Brewing Company filed a complaint
against EnviroSystems Supply, Inc., a wholly owned subsidiary of the Company, in
Windsor Superior Court in the County of Windsor in the State of Vermont; Docket
number S216-5-97Wrcv. The complaint alleges, among other matters, breach of
express warranty and specific performance of certain of the parameters of the
written agreement for the purchase of a waste water treatment plant designed to
treat the industrial waste water generated at the Plaintiff's brewing facility.
Management believes, based on facts presently known, that if the outcome of such
legal proceedings is determined adverse to the Company, such determination could
have a material adverse effect on the Company's financial position, liquidity,
or future results of operations. The Company has provided for the estimated
probable loss in connection with this matter.

         (e) The Company is or may become involved in various lawsuits, claims
and proceedings in the normal course of its business including those pertaining
to product liability, environmental, safety and health and employment matters.
The Company records liabilities when loss amounts are determined to be probable
and reasonably estimatable. Insurance recoveries are recorded only when claims
for recovery are settled. Although generally the outcome of litigation cannot be
predicted with certainty and some lawsuits, claims or proceedings may be
disposed of unfavorably to the Company, management believes, based on facts
presently known, that the outcome of such legal proceedings and claims, other
than those previously disclosed, will not have a material adverse effect on the
Company's financial position, liquidity, or future results of operations.

                                     - 16 -
<PAGE>

                         PART I - FINANCIAL INFORMATION


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

         The following discussion and analysis should be read in conjunction
with the Company's consolidated financial statements and notes thereto appearing
elsewhere in this Quarterly Report on Form 10-QSB, as well as, the Company's
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained in Item 6 of the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1998.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1999 AND 1998

         Presented below are the consolidated results of operations for the
Company for the three months ended March 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED                 THREE MONTHS ENDED
                                                     MARCH 31, 1999                     MARCH 31, 1998
                                                     --------------                     --------------
<S>                                                  <C>                                <C>                
Revenues                                             $        6,314,064                 $        7,188,777
Cost of revenues                                              3,795,681                          4,500,000
                                                              ---------                          ---------

Gross profit                                                  2,518,383                          2,688,777
Operating expenses                                            2,172,370                          2,401,919
                                                              ---------                          ---------

Income from operations                                          346,013                            286,858
Interest expense, net                                          (190,968)                          (200,409)
                                                               ---------                          ---------

Net income                                           $          155,045                 $           86,449
                                                                =======                             ======

Earnings per common share - basic                    $             0.06                 $             0.03
                                                                   ====                               ====

Earnings per common share - diluted                  $             0.06                 $             0.03
                                                                   ====                               ====
</TABLE>

          Revenues decreased by $874,713, or 12.2%, from $7,188,777 for the
three months ended March 31, 1998, to $6,314,064 for the three months ended
March 31, 1999. Of this decrease, $614,290 was attributable to lower sales
generated by the commercial and residential water filtration and purification
segment and $323,645 was due to a decrease in revenues recognized by the
industrial and municipal fluid handling and filtration segment; offset by a
$63,222 increase in revenues derived by the car wash equipment sales and service
segment.

                                     - 17 -
<PAGE>

          Cost of revenues decreased by $704,319, or 15.7%, from $4,500,000 for
the three months ended March 31, 1998, to $3,795,681 for the three months ended
March 31, 1999. As a percentage of revenues, these amounts represented 62.6% for
1998, as compared to 60.1% for 1999. The decrease in cost of revenues as a
percentage of revenues primarily was due to an overall shift in sales to
entities of which cost of revenues is comprised of lower materials and
components costs.

          Gross profit decreased $170,394, or 6.3%, from $2,688,777 for the
three months ended March 31, 1998 to $2,518,383 for the three months ended March
31, 1999, which, as a percentage of revenues, represented an increase from 37.4%
to 39.9%, respectively, for such periods.

          The Company's operating expenses decreased $229,549, or 9.6%, from
$2,401,919 for the three months ended March 31, 1998 to $2,172,370 for the three
months ended March 31, 1999. As a percentage of revenues, these expenses
increased from 33.4% for 1998 to 34.4% for 1999. The $229,549 decrease was
primarily in the expense categories of payroll and related expenses. Management
evaluates operating expenses on a regular basis, and as such, adjusts resources
allocated to cover such expenses. Optimum levels of operating expenses are
targeted and adjusted according to business levels in order to provide maximum
efficiency and effectiveness.

          Interest expense, net, decreased $9,441 from $200,409 for the three
months ended March 31, 1998 to $190,968 for the three months ended March 31,
1999. This decrease was mainly attributable to interest being paid on lower debt
balances for the three months ended March 31, 1999, as compared to the three
month period ended March 31, 1998.

          Principally as a result of the factors described above, the Company
achieved net income of $155,045 for the three months ended March 31, 1999,
compared to net income of $86,449 earned for the three months ended March 31,
1998.

FINANCIAL CONDITION AND LIQUIDITY

          At March 31, 1999, the Company had $595,177 of cash and cash
equivalents, working capital of $669,532, assets of $13,941,370, long-term debt,
net of current maturities, of $3,327,634 and stockholders' equity of $5,439,487.
The Company's operating activities provided $318,879 of cash resulting from a
decrease in inventory ($600,401); depreciation and amortization ($155,451); net
income ($155,045); a decrease in other assets ($26,533); the pension
contribution paid through the issuance of Common Stock ($16,085); and a decrease
in prepaids and other ($4,158); offset by a decrease in accounts payable and
accrued expenses ($539,180); and an increase in accounts receivable ($99,614).
Investing activities used $38,803 of cash due to capital expenditures ($75,547);
offset by payments received on notes receivable ($36,744). Financing activities
used $258,028 of cash due to repayments of notes payable and long-term debt
($3,978,354); offset by the net proceeds from issuance of notes payable and
long-term debt ($3,720,326).

                                     - 18 -
<PAGE>

          Management expects to continue to make acquisitions to expand the
Company's markets. As consideration for an acquisition, the Company may issue
Common Stock, Preferred Stock, or other securities, notes or cash. Since cash
may be required either to consummate acquisitions, or to fund the operations of
new or existing businesses, including approximately $2,600,000 of current
maturities of long-term debt, management may, from time to time, investigate and
pursue various types of financing that are available to the Company. These
include, but are not limited to, private placements, secondary offerings, bridge
financings, debentures, lines of credit and asset-based loans. While management
believes that financing will be available for the Company to not only fund its
current operations, but also to fund its acquisition program, there can be no
assurance such financing will be on terms reasonably acceptable to the Company.

          A portion of the revenues of the Company, particularly through FSDA,
have been, and are expected to continue to be, generated from foreign countries.
Notwithstanding the fact that the Company expects its foreign contracts to be
denominated in U.S. dollars, the Company is subject to the risks associated with
fluctuations in the U.S. and foreign currencies and political instability. In
particular, if the U.S. dollar increases significantly as compared to foreign
currencies, this could adversely impact the ability of the Company to secure
orders and generate revenues in foreign countries.

CAPITAL EXPENDITURE REQUIREMENTS

          During the three months ended March 31, 1999, the Company spent
$75,547 on capital expenditures mainly relating to the purchase of machinery and
equipment at FSDA. During 1999, the Company intends to utilize approximately
$300,000 to purchase additional machinery and equipment, most specifically at
FSDA, and to develop a new computer system to be implemented by all of the
Company's subsidiaries. The Company does not presently anticipate any
significant additional capital expenditures other than those noted above and
those relating to future acquisitions and the implementation of the Company's
new computer system as noted below.

NEW ACCOUNTING STANDARDS

          Statement of Financial Accounting Standards (SFAS) No. 130, Reporting
Comprehensive Income, establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No. 130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The adoption of SFAS No. 130 did not impact the Company's
financial statements.

                                     - 19 -


<PAGE>

          Statement of Financial Accounting Standards (SFAS) No. 131,
Disclosures About Segments of an Enterprise and Related Information, supersedes
SFAS No. 14, Financial Reporting for Segments of a Business Enterprise. SFAS No.
131 establishes standards for the way that public companies report information
about operating segments in annual financial statements and requires reporting
of selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS No. 131
defines operating segments as components of a company about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance. The Company adopted SFAS No. 131 in 1998.

          Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities", establishes
accounting and reporting standards for derivative instruments and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. The Statement applies to all entities and is
effective for all fiscal quarters of the fiscal years beginning after June 15,
1999. The Company did not engage in derivative instruments or hedging activities
in any periods presented in the consolidated financial statements.

YEAR 2000

          In the past, many computer software programs were written using two
digits rather than four to define the applicable year. As a result, date
sensitive computer software may recognize a date using "00" as the year 1900
rather than the year 2000. This is generally referred to as the Year 2000 issue.
If this situation occurs, the potential exists for computer system failure or
miscalculations by computer programs, which could disrupt operations.

          During 1999, the Company will complete the implementation of its new
computer system to use 4-digit year fields and will therefore believe itself to
be "Year 2000" compliant. The cost of such implementation is anticipated to be
approximately $150,000, and the Company does not believe that it will experience
any material disruption in its operations with respect thereto.

          The Company is exposed to the risk that one or more of its vendors or
customers, including financial institutions, could experience Year 2000 problems
that impact their abilities to meet obligations to the Company. To date, the
Company is not aware of any vendor or customer Year 2000 issue that would have a
material adverse impact on the Company's operations. The Company has received an
interim status report from its primary vendors and customers. The Company has no
means of ensuring that its vendors and customers will be Year 2000 ready. The
inability of such vendors and customers to complete their Year 2000 resolution
process in a timely fashion could have an adverse impact on the Company. The
effect of non-compliance by vendors and customers is not determinable at this
time. The Company's Year 2000 risks are considered minimal and no contingency
plans are believed to be necessary.

                                     - 20 -

<PAGE>

          Widespread disruptions in the national or international economy,
including disruption affecting the financial markets, resulting from Year 2000
issues, or in certain industries, such as commercial or investment banks, could
also have an adverse impact on the Company. The likelihood and effect of such
disruptions is not determinable at this time.

          This Form 10-QSB contains certain forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with respect
to the financial condition, results of operations and business of the Company
and its subsidiaries, including statements made under Management's Discussion
and Analysis of Financial Condition and Results of Operations. These forward
looking statements involve certain risks and uncertainties. No assurance can be
given that any of such matters will be realized. Factors that may cause actual
results to differ materially from those contemplated by such forward looking
statements include, among others, the following: competitive pressures in the
industries noted; general economic and business conditions; the ability to
implement and the effectiveness of business strategy and development plans;
quality of management; business abilities and judgment of personnel;
availability of qualified personnel; and labor and employee benefit costs.

INFLATION

          The Company has not been materially affected by the impact of
inflation.


                                     - 21 -

<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

                  On April 9, 1997 Long Trail Brewing Company filed a complaint
                  against EnviroSystems Supply, Inc., a wholly owned subsidiary
                  of the Company, in Windsor Superior Court in the County of
                  Windsor in the State of Vermont; Docket number S216-5-97Wrcv.
                  The complaint alleges, among other matters, breach of express
                  warranty and specific performance of certain of the parameters
                  of the written agreement for the purchase of a waste water
                  treatment plant designed to treat the industrial waste water
                  generated at the Plaintiff's brewing facility. Management
                  believes, based on facts presently known, that if the outcome
                  of such legal proceedings is determined adverse to the
                  Company, such determination could have a material adverse
                  effect on the Company's financial position, liquidity, or
                  future results of operations. The Company has provided for the
                  estimated probable loss in connection with this matter.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


                  (a)      EXHIBITS

                           27.1 Financial data schedule

                  (b)      REPORTS ON FORM 8-K

                           None


                  No other Items of Part II are applicable to the Registrant for
                  the period covered by this Quarterly Report on Form 10-QSB.

                                     - 22 -

<PAGE>

                                   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 authorized.



                                         AQUA CARE SYSTEMS, INC.
                                         Registrant





Dated:  April 23, 1999                   /S/ WILLIAM K. MACKEY       
                                         ----------------------------
                                         William K. Mackey
                                         Chairman of the Board
                                         President
                                         Chief Executive Officer
                                         Treasurer







Dated:  April 23, 1999                   /S/ GEORGE J. OVERMEYER      
                                         -----------------------------
                                         George J. Overmeyer
                                         Corporate Controller

                                     - 23 -

<PAGE>

                                 EXHIBIT INDEX


EXHIBIT             DESCRIPTION
-------             -----------

 27.1       Financial Data Schedule