U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-QSB


                Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 1999

Commission File Number 313-12979


                                 VOICENET, INC.
          (Exact name of small business issuer as specified in charter)

Delaware                                                    13-3896031
(State of either jurisdiction of                            (IRS Employer
incorporation or organization                               Identification No.)


                                 300 Park Avenue
                                   17th Floor
                               New York, New York
                    (Address of principal executive offices)

                                  212-399-6682
                           (Issuer's telephone number)


     -----------------------------------------------------------------------
   (former name, address and former fiscal year, if changed since last report)


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
   ---    ---


<PAGE>


State the number of shares outstanding of each of the issuer's classes of common
equity as of the lastest practicable date: 3,338,650



                                 VOICENET, INC.

                                      INDEX


Part I - Financial Statements

      Balance Sheets - March 31, 1999 and December 31, 1998

      Statements of Operations and Retained Deficit - For the Three Months Ended
             March 31, 1999 and March 31, 1998

      Statements of Cash Flows for the Three  Months  Ended March 31, 1999 and
             March 31, 1998

      Notes to Unaudited Financial Statements

      Management's Discussion and Analysis



<PAGE>




                                 VOICENET, INC.
                                  BALANCE SHEET


ASSETS:                                         March 31, 1999     Dec. 31, 1998
                                                  (unaudited)        (audited)
Current Assets:

Cash and Cash Equivalents                          $ 104,985       $  34,610
Investments                                               -           12,246
Accounts Receivables                                  12,424          44,500
Prepaid Expenses                                       7,382              -
Due from VNA                                                              -
   45,015

        Total current assets                         124,791         136,371

Organization costs, net                                  900             900
Intangible Assets, net                             4,335,000
4,410,000
Security Deposits                                     14,757          12,475
Deferred Compensation                                 26,450          26,450

        Total Assets                               4,501,898       4,449,825

CURRENT LIABILITIES
Accounts Payable                                     244,481         217,249
Total current liabilities                            244,481         217,249

Stockholders' Equity

Preferred  Stock,  $.01  par  value,
1,000,000 shares  authorized,  no  shares
outstanding Common Stock, $.01 par value,
10,000,000 shares authorized 3,338,650
and 3,261,550 shares issued and outstanding           33,387          33,387
Additional Paid in Capital                         6,168,700       6,168,700
Stock Option Outstanding                             916,500         916,500
Other non-owner change in equity                     (15,719)        (15,719)
Retained Deficit                                  (2,845,451)     (2,733,921)
Total stockholders' equity                         4,257,417       4,232,576

Total liabilities and stockholders' equity         4,501,898       4,449,825



<PAGE>



                                 VOICENET, INC.
                  STATEMENTS OF OPERATIONS AND RETAINED DEFICIT
                      FOR THE THREE MONTHS ENDED MARCH 31,


                                                         1999           1998

Revenues

Interest Income                                           $80           2,544
Other Income                                                -          13,345
Total Income                                              $80         $15,889

General and Administrative Expenses                    21,210         186,401
Amortization                                           90,400               -
Total Expenses                                        111,610         186,401

Loss from Operations                                 (111,530)       (170,512)

Net Loss                                             (111,530)       (170,512)

Retained Deficit, beginning of period              (2,733,921)       (616,055)
Retained Deficit, end of period                    (2,845,451)       (786,567)

Net loss per common share                               ($.04)          ($.05)

Weighted Average number of
shares outstanding during the period                3,338,650       3,261,550




<PAGE>



                                 VOICENET, INC.
                             STATEMENT OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                                    MARCH 31,



                                                          1999           1998


Net loss                                                (111,530)      (170,512)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Amorization Expense                                       90,400              -
(Increase) Decrease in accounts receivable                32,076              -
(Increase) Decrease in due from VNA and
   prepaid expenses                                       37,633
Increase (decrease) in accounts payable                   24,098       (363,178)

Total adjustments                                        184,207       (363,178)

Cash provided (used) by operating activities              72,677       (533,690)

Increase in security deposits                             (2,302)

Net increase (decrease) in cash                           70,375       (533,690)

Cash, beginnning of period                                34,610        909,217

Cash, end of period                                     $104,985       $375,527



<PAGE>



                                 VOICENET, INC.
                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)

Note 1. Basis of Presentation

The  financial  statements  included  herein have been  prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission  and reflect all  adjustments  which are, in the opinion of
management,  necessary  to present  fairly the  financial  information  required
herein.  Certain information and footnote  disclosures  normally included in the
financial  statements  prepared in accordance with generally accepted accounting
principles have been omitted  pursuant to such rules and  regulations,  although
management  believes that the  disclosures  are adequate to make the information
presented not misleading.

Note 2: Nature of Business

Voicenet,  Inc. was  incorporated  on April 2, 1996. The Company was established
for the marketing and  distribution of continuous  speech and voice  recognition
systems and digital  audio  reporting,  transcription,  archival  and  retreival
systems in North America, Central America, and South America.

Note 3: Loss Per Share

Net loss per share is computed based on the weighted average number of shares of
common stock outstanding for the periods presented.  The effect of stock options
and  warrants  on the net  loss  per  share  was  antidilutive  for the  periods
presented.



<PAGE>



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

General:

The Company was formed in April 1996.  The Company was organized for the purpose
of acquiring and marketing speech recognition technologies and systems developed
by Voicenet (Aust.) Ltd. , an Australian  publicly traded compan,  listed on the
Australian stock exchange, which is the Company's majority shareholder.

The Company had limited  revenues  for the year ended  December  31, 1998 and no
revenues  from the sale of  products in the quarter  ended March 31,  1999.  The
Company has incurred losses since its inception. The Company expects to continue
to incur  operating  costs and possible  losses  therefrom over the next several
years due  primarily to expanded  sales and marketing  efforts,  the staffing of
offices,  and expenses incurred as sales personnel seek potential  customers for
the  Company's  products.  There can be no  assurance  of when and  whether  the
Company will generate  revenue or become  profitable on a sustained basis, if at
all.

RESULTS OF  OPERATIONS  FOR THE THREE MONTHS  ENDED MARCH 31, 1999;  COMPARED TO
MARCH 31, 1998

Net losses  incurred for the three  months ened March 31, 1999 were  $111,530 as
compared to $170,512 for the three months ended March 31, 1998.  The Company had
no revenues from sales in either the March 31, 1999 or 1998 quarter.

Total general and  administrative  expenses  decreased from $186,401 to $111,610
for the periods  ended March 31, 1999 and 1998,  respectfully.  The decrease was
due primarily to a decrease in travel expenses and professional fees.

As of December 31, 1998 the Company had total assets of  $4,449,825  as compared
to total assets of $4,501,898 as of March 31, 1999, an increase of $42,073.  The
Company  had total  liabilities  of $244,481 as of March 31, 1999 as compared to
$217,249 as of December 31, 1998, an increase of $27,232.  The retained  deficit
of the  Company  increased  by  $111,530,  as a  result  of the  net  loss  from
operations for the three months ended March 31, 1999.

Liquidity:

As of March 31, 1999 the Company  had a working  capital  deficit of $119,690 as
compared to a working capital deficit of $80,868 as of December 31, 1998.



<PAGE>


The Company does not currently  have any bank  financing or has had any revenues
through from continuing  operations from March 31, 1999 through the period ended
May 12, 1999.  The Company can not be certain that its existing  sources of cash
will be adequate to meet its liquidity requirements.

Unless the Company is able to generate revenues or obtain additional  sources of
financing in the future,  the  continuing  losses  incurred by the Company raise
substantial doubt about the Company's ability to continue as a going concern.




<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 duly authorized.


May 17, 1999

                                       Voicenet, Inc.
                                 
                                 
                                       By: /s/ Frank Carr
                                           ---------------------------------
                                           Frank Carr
                                           Chairman