SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-QSB

[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: 0-23723

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

                               Ambient Corporation
        (Exact name of small business issuer as specified in its charter)

           Delaware                                   98-0166007
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

                  270 Madison Avenue, New York, New York 10016
               (Address of principal executive offices, including
                                    zip code)

                                 (888) 861-0205
                (Issuer's telephone number, including area code)

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

      Applicable only to issuers involved in bankruptcy proceedings during
                            the preceding five years

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes |_| No |_|

                      Applicable only to corporate issuers

      State the number of shares outstanding of each of the issuer's classes of
common equity as

<PAGE>

of the latest practicable date:

      At May 13, 1999, Ambient Corporation had outstanding 3,111,833 shares of
common stock, par value $.001 per share.

Transitional Small Business Disclosure Format (Check one)

                                                 Yes |X|     No |_|

<PAGE>

PART I -- FINANCIAL INFORMATION

Item 1 -- Financial Statements


                                       3
<PAGE>

                       AMBIENT CORPORATION AND SUBSIDIARY
                         ( a Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                 In U.S. dollars
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           March 31, 1999   December 31, 1998
                                                           ----------------------------------
<S>                                                            <C>                <C>        
ASSETS                                                  

 CURRENT ASSETS                                         
   Cash and cash equivalents                                   $     4,099        $    16,138
   Restricted cash                                                 131,259            131,259
   Note receivable                                                 350,000            350,000
   Other receivables and prepaids                                  103,155            334,983
                                                           ----------------------------------
              Total current assets                                 588,514            832,380

 PROPERTY AND EQUIPMENT                                 
   Cost                                                            328,320            328,320
   Less accumulated depreciation                                  (106,426)           (92,057)
                                                           ----------------------------------
                                                                   221,894            236,263

 DEPOSITS FOR SEVERANCE PAY                                          9,187              6,587

                                                           ----------------------------------
            Total assets                                       $   819,595        $ 1,075,230
                                                           ==================================

LIABILITIES AND SHAREHOLDERS' EQUITY                    

 CURRENT LIABILITIES                                    
   Short-term credit                                           $    90,816        $   144,006
   Note payable                                                    590,400            585,900
   Accounts payable                                                451,355            337,105
   Other current liabilities                                        59,457            175,264
                                                           ----------------------------------
            Total current liabilities                            1,192,029          1,242,275

 LONG-TERM LIABILITIES                                  
   Accrued severance pay                                            56,783             37,613
   Long-term bank credit                                            34,307             37,886

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Common stock, $0.001 par value; authorized 20,000,000
   shares; issued and outstanding 3,111,833 and                      3,112              3,074
   3,074,333 shares, respectively                         
Additional paid in capital                                       5,011,152          4,941,189
Deferred compensation                                             (125,533)          (239,683)
Deficit accumulated during the development stage                (5,352,254)        (4,947,124)
                                                           ----------------------------------
            Total stockholders' equity (deficiency)               (463,523)          (242,544)

                                                           ----------------------------------
            Total liabilities and stockholders' equity         $   819,595        $ 1,075,230
                                                           ==================================
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       AMBIENT CORPORATION AND SUBSIDIARY
                         ( a Development Stage Company)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                 In U.S. dollars
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   For the period      For the period       Cumulative
                                                        from                from               from
                                                  January 1, 1999     January 1, 1998        Inception
                                                         to                  to                 to
                                                   March 31, 1999      March 31, 1998     March 31, 1999
                                                  -------------------------------------------------------

<S>                                                      <C>                <C>              <C>        
Research & development expenses                          $   104,235        $   170,721      $ 1,485,785
Less - Chief Scientist of Israel participation                10,387                 --          336,815
                                                  -------------------------------------------------------
                                                              93,848            170,721        1,148,970

Selling, General and administrative expenses                 111,269            336,019        3,062,660
                                                  -------------------------------------------------------
   Operating loss                                           (205,117)          (506,740)      (4,211,630)

Other expenses                                                    --                 --            3,587
Financing expenses, net                                      200,013            242,101        1,137,037

                                                  -------------------------------------------------------
Net loss                                                 $  (405,130)       $  (748,841)     $(5,352,254)
                                                  =======================================================

Basic and fully diluted loss per share                   $     (0.13)       $     (0.28)

                                                  -------------------------------------
Weighted average number of shares outstanding              3,074,333          2,715,166
                                                  =====================================
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       AMBIENT CORPORATION AND SUBSIDIARY
                         ( a Development Stage Company)
            CONSOLIDATED STATEMENT STOCKHOLDERS' EQUITY (DEFICIENCY)
                                 In U.S. dollars
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Number     Common     Additional     Deferred       Deficit        Total
                                                      of shares     Stock      paid in     compensation   accumulated
                                                                               capital                    during the
                                                                                                          development
                                                                                                             stage
                                                     ------------------------------------------------------------------------------

<S>                                                  <C>           <C>        <C>           <C>           <C>           <C>         
Stock issued to founders for nominal consideration     2,028,833   $ 2,029    $        --   $       --    $        --   $     2,029

Stock issued to employees for services                   200,333       200             --           --             --           200

Net loss                                                      --        --             --           --       (693,995)     (693,995)
                                                     ------------------------------------------------------------------------------

Balance as of December 31, 1996                        2,229,166     2,229             --           --       (693,995)     (691,766)

Stock issued to employees for services                   104,167       104        386,668     (386,668)            --           104

Stock issued pursuant to private placement                80,000        80        319,920           --             --       320,000

Stock issued to advisor for services                       6,000         6         23,994           --             --        24,000

Amortization of deferred compensation                         --        --             --      145,556             --       145,556

Net loss                                                      --        --             --           --     (1,432,815)   (1,432,815)
                                                     ------------------------------------------------------------------------------

Balance as of December 31, 1997                        2,419,333     2,419        730,582     (241,112)    (2,126,810)   (1,634,921)

Stock issued pursuant to consulting agreement             75,000        75        654,925     (655,000)            --            --

Public offering February 1998                            525,000       525      3,432,502           --             --     3,433,027

Stock issued pursuant to debt financing agreement         20,000        20         99,980           --             --       100,000

Additional stock pursuant to founders agreement           35,000        35             --           --             --            35

Warrants issued pursuant to private placement                 --        --         21,600           --             --        21,600

Options granted pursuant to consulting agreement              --        --          1,600       (1,600)            --            --

Amortization of deferred compensation                         --        --             --      658,029             --       658,029

Net loss                                                      --        --             --           --     (2,820,314)   (2,820,314)
                                                     ------------------------------------------------------------------------------

Balance as of December 31, 1998                        3,074,333     3,074      4,941,189     (239,683)    (4,947,124)     (242,544)

Stock issued pursuant to consulting agreement             37,500        38         69,963           --             --        70,000

Amortization of deferred compensation                         --        --             --      114,150             --       114,150

Net loss                                                      --        --             --           --       (405,130)     (405,130)

                                                     ------------------------------------------------------------------------------
Balance as of March 31, 1999                         $ 3,111,833   $ 3,112    $ 5,011,152   $ (125,533)   $(5,352,254)  $  (463,524)
                                                     ==============================================================================
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       AMBIENT CORPORATION AND SUBSIDIARY
                         ( a Development Stage Company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 In U.S. dollars
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           For the period      For the period        Cumulative
                                                                                from                from                from
                                                                          January 1, 1999     January 1, 1998        Inception
                                                                                 to                  to                  to
                                                                           March 31, 1999      March 31, 1998      March 31, 1999
                                                                          -------------------------------------------------------
<S>                                                                         <C>                 <C>                  <C>        
Cash flows from operating activities
  Net loss                                                                  $  (405,130)        $  (748,841)         (5,352,254)
  Adjustments to reconcile net loss to
   net cash used in operating activities -
    Depreciation and amortization                                               133,019             309,425           1,620,633
    Financing and consulting expenses paid via issuance of common stock          70,001                  --             170,001
    Increase in net liability for severance pay                                  16,570               3,130              47,596
    Write-down of loan receivable                                                    --                  --             485,000
    Write off of leasehold improvements                                              --                  --              20,453
    Accrued interest on long-term loan and notes payable                             --                  --             210,016
Changes in operating assets and liabilities
      Other receivables and prepaid expenses                                    231,828            (314,214)            (76,393)
      Accounts payable                                                          114,250            (135,807)            222,108
      Other current liabilities                                                (115,807)           (158,750)           (129,098)
                                                                          -------------------------------------------------------

          Net cash used in operating activities                                  44,731          (1,045,057)         (2,781,938)

Cash flows from investing activities
   Restricted cash                                                                   --            (100,000)           (131,259)
   Note receivable                                                                   --                  --            (835,000)
   Purchase of equipment                                                             --             (60,841)           (359,717)
                                                                          -------------------------------------------------------

           Net cash used in investing activities                                     --            (160,841)         (1,325,976)

Cash flows from financing activities
   Issuance of share capital                                                         --                                   2,264
   Issuance of long-term notes                                                       --                               1,000,000
   Receipt of loans from shareholders, net                                           --                                 919,600
   Increase in bank overdraft                                                        --                                  98,995
   Receipt of loans from bank                                                        --              33,400             120,007
   Decrease in short-term credits                                               (53,190)                                (53,190)
   Repayments of long-term loans                                                 (3,579)         (1,525,977)         (1,408,689)
   Public offering of common stock                                                   --           3,697,429           3,433,027
                                                                          -------------------------------------------------------

           Net cash provided by financing activities                            (56,769)          2,204,852           4,112,014

Net increase (decrease) in cash                                                 (12,038)            998,954               4,100

Cash, beginning of period                                                        16,138                  --                  --

                                                                          -------------------------------------------------------
Cash, end of period                                                         $     4,100         $   998,954         $     4,100
                                                                          =======================================================
</TABLE>

<PAGE>
                       AMBIENT CORPORATION AND SUBSIDIARY
                          (a development stage company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - GENERAL

            The accompanying condensed interim financial statements have been
            prepared in accordance with generally accepted accounting principles
            relating to interim financial information. Accordingly, they do not
            include all of the information and notes required by generally
            accepted accounting principles for complete financial statements. In
            the opinion of management, all adjustments (consisting of normal
            recurring accruals) considered necessary for a fair presentation
            have been included. Operating results for the three month periods
            ended March 31, 1999, are not necessarily indicative of the results
            that may be expected for the year ended December 31, 1999.

Note 2 - GOING CONCERN

            The Company incurred a net loss in 1996, 1997 and 1998 and during
            the three months ended March 31, 1999 and anticipates that it will
            continue to incur losses for some time. The Company's continued
            existence is dependent on obtaining additional financing from its
            shareholders and outside sources for product development and
            commercialization. These matters raise substantial doubt about the
            Company's ability to continue as a going concern.

            Management's plans to continue operations in the normal course of
            business include the following: (i) continuing to seek out potential
            sources of equity capital; (ii) application for a $400,000 grant
            from the Office of the Chief Scientist; (iii) expanding sales
            efforts by entering into new agreements with distributors in a
            number of countries; (iv) negotiating with a number of companies to
            install pilot projects; and (v) diversification through
            establishment of a new subsidiary in the field of internet
            technology. In management's estimation, the above measures, if
            substantially realized, should enable the Company to continue
            operating through at least December 31, 1999, although there can be
            no assurance of this.

<PAGE>

            In order to reduce its fixed costs until the above measures are
            partially or fully realized, in March 1999, the Company terminated
            the employment of approximately one-half of its employees. The
            Company has also undertaken other cost-cutting measures, such as
            reducing its lease space. In addition, due to the Company's adverse
            liquidity position, the Company did not pay salaries to its
            remaining employees for the months of March and April 1999.

            The above matters raise substantial doubt about the Company's
            ability to continue as a going concern. The financial statements do
            not include any adjustments that might be necessary should the
            Company be unable to continue as a going concern.

Note 3 - CONSULTING AGREEMENTS

            During the period the Company retained the services of a consultant
            under a one-year consulting agreement. The agreement provides for
            the issuance of 22,500 shares of Common Stock. The Company recorded
            charges to prepaid consulting of $70,000 as a result of this
            issuance and is amortizing this amount over the term of the
            agreement.

Note 4 - RESTRICTED CASH

            The Company has short-term lines of credit from banks in Israel for
            which the Company agreed to maintain compensating balances of
            $130,000, which are restricted for a period of up to one year.

Note 5 - NOTE RECEIVABLE

      The Company loaned money to Ordacard Hi-tec Industries, Ltd. as part of an
      anticipated merger. The merger was not consummated due to the fact that a
      number of material conditions to the merger were not fulfilled. In
      addition, the Company was notified that the Israeli courts were unable to
      approve a merger between an Israeli corporation and a foreign corporation.

<PAGE>

      A dispute currently exists between the Company and Ordacard as to the
      nature and substance of the $835,000 amounts provided by the Company to
      Ordacard. The Company maintains, that such amount is a loan; whereas,
      Ordacard maintains that such amount represents an equity investment in
      Ordacard's shares.

      The Company intends to vigorously defend its rights to collect the
      $835,000 amounts advanced. Nevertheless, in light of significant financial
      difficulties currently existing at Ordacard, the Company has written-down
      the receivable to its estimated realizable value of $350,000.

<PAGE>

Item 2 -- Plan of Operation

      The Company was organized in June 1996 and is a development stage company.
In August 1996, Ambient Corporation purchased substantially all of the assets,
properties, business and goodwill and assumed the liabilities of Gen
Technologies, Inc., a Delaware company organized in September 1995 ("GTI"),
including the capital stock of GTI's subsidiary, GenTec, Ltd., a corporation
organized under the laws of the State of Israel in November 1995. In November
1996, the Company changed the name of its subsidiary from GenTec, Ltd. to
Ambient, Ltd. ("Ambient Israel"). The Company owns 95% of Ambient Israel's
outstanding capital stock. Since inception , the Company's activities have been
principally limited to organizational and initial capitalization activities,
designing and developing smart card technology and recruitment of executive
personnel. As a development stage company, the Company has a limited operating
history upon which an evaluation of the Company's prospects can be made. The
Company's prospects must therefore be evaluated in light of the problems,
expenses, delays and complications associated with a new business.

The Company has not generated any revenues from its smart card technology since
its inception. For the fiscal years ended December 31, 1996, 1997, and 1998, and
the three months ended March 31, 1999, the Company has incurred net losses
aggregating $5,350,000, reflecting principally research and development expenses
and general and administrative expenses. The Company expects to incur
significant up-front expenditures in connection with the planned expansion of
its operations, including the implementation of marketing and sales efforts and
the commercialization of the Company's technology, and operating losses are
expected to continue for the foreseeable future. There can be no assurance that
the Company can be operated profitably in the future. The Company's continuation
as a going-concern is dependent upon, among other things, its ability to obtain
additional financing when and as needed, and to generate sufficient cash flow to
meet its obligations on a timely basis. The Company may also explore other
business options including strategic joint ventures and business combinations,
including investments in other companies, or mergers.

In February 1998, the Company completed an initial public offering of 525,000
shares of Common Stock (the "IPO"). The 


                                       4
<PAGE>

Company received net proceeds from the IPO of approximately $3,433,027. The
Company is dependent upon obtaining additional financing to implement its
anticipated business plans.

As of December 31, 1998, the Company has expended $1,485,785 on its research and
development activities (including $336,815 received from the Office of Chief
Scientist of the Israeli Ministry of Industry and Trade ("OCS"). Ambient Israel
has two patent applications pending in Israel which were filed in 1996, for one
of which a corresponding application was filed in the United States in 1997. The
United States Patent and Trademark Office ("PTO") has allowed one patent
application, which was filed in the United States in 1996, for which a
corresponding application was filed under the international Patent Cooperation
Treaty in 1997. During the next 12 months, the Company's research and
development plans include, although there can be no assurance, filing one or
more additional patent applications in the United States and Israel, developing
a reader based on certain chip technology, implementing pilot production of
smart cards and demonstrating compatibility for the use of Ambient technology in
large memory data storage media such as cameras, telephones and computers. The
Company may need to raise additional funding to carry out all or a portion of
its research and development plans. The Company does not have any commitments
for any future financings and there can be no assurance such financing will be
available, or if available, that it can be obtained on terms favorable to the
Company, or that such financing will not be dilutive to stockholders. The
Company anticipates that its first Ambient product will be completed and ready
for introduction into the market by the third quarter of 1999. Product
introduction will depend on several factors, including the availability of
funding, research and development and marketing efforts, and there can be no
assurance that the Company will be successful in introducing a product by the
end of 1999.

The Company's marketing activity to date has consisted primarily of formulating
a marketing strategy. The Company's strategy focuses initially on approaching
and establishing relationships with large and mid-sized system integrators
already operating in the smart card market, as well as those integrators
involved in ancillary markets such as health care, access control, and transport
ticketing. The Company also intends to target potential volume customers. In an
effort to promote recognition of the Ambient name within the industry, the
Company plans to exhibit its technology at selected industry trade shows, and
design and distribute marketing materials. The Company also 


                                       5
<PAGE>

plans to implement and publicize pilot projects to demonstrate the benefits of
using the Company's technology.

Depending on several factors, including the success of the Company's marketing
efforts, market acceptance of the Ambient technology, competition and the
Company's progress in its research and development efforts and developing
relationships with systems integrators, the Company believes it will begin to
generate sales and revenues during the fourth quarter of 1999. There can be no
assurances, however, that the Company will generate significant revenues by this
date, or at all.

The Company currently has 4 full-time employees and several part time employees.
The Company's product development is carried out at Ambient Israel's facilities
in Israel

Since inception, the Company has relied on certain debt financings, government
funding from the OCS, bank financing, loans from third parties, stockholder
loans, private placements and the IPO for its capital requirements. The Company
used $1,828,261 of the net proceeds from the IPO to satisfy the principal and
accrued interest due on certain third party loans (excluding the stockholder
loans), debt financing and private placements.

On March 25, 1998 the Israeli Investment Center granted "Approved Enterprise"
status to Ambient Israel, pursuant to The Law for the Encouragement of Capital
Investments, 1959 (the "Investment Law") with respect to its planned investment
in certain fixed assets for establishing a smart card production facility. The
Investment Law provides that certain capital investments may, upon application
to the Israeli Investment Center, be designated as an "Approved Enterprise".
Ambient Israel participates under the "Alternative Benefits Program" under the
Investment Law. Accordingly, taxable profits attributable to the approved
enterprise will be exempt from tax for a period of 10 years, commencing in the
first year in which the Approved Enterprise first generates taxable income.
However, such benefits period will terminate upon the earlier of (i)12 years
from the commencement of production or (ii)14 years from the date of approval of
the Approved Enterprise. Under the Alternative Benefits Program, dividend
distributions from Ambient Israel during the benefits period will be subject to
reduced withholding tax of 15%, but will render Ambient Israel liable for
corporate tax (generally 25%, subject to reduction depending upon the percentage
of foreign investment in Ambient Israel) on the amount distributed and the
corporate tax thereon.


                                       6
<PAGE>

The benefits available as an Approved Enterprise are conditioned upon the
fulfillment of certain conditions stipulated in the Investment Law, and the
regulations thereunder, and the criteria set forth in the certificate of
approval. In the event any of these conditions are not fulfilled, in whole or in
part, the benefits could be canceled and the Company could be required to refund
the amount of the canceled benefits, plus interest and inflation adjustments.
There can be no assurances that the Company will be able to continue to comply
with such requirements in the future. As of December 31, 1998 the Company has
not realized any benefit as an Approved Enterprise due to the net loss.

Certain statements made in this Annual Report on Form 10 KSB including
statements contained in the preceding Plan of Operation are "forward looking
statements" (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations
and projections of revenues, earnings and capital expenditures. Such statements
involve known and unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The forward-looking statements
included herein are based on current expectations that involve numerous risks
and uncertainties. The Company's plans, objectives and expectations are based,
in part, on assumptions involving the growth of the Company's business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that its assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the forward-looking statements included in this
Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives, plans or expectations of the Company will
be achieved.

Ambient plans to diversify through a new subsidiary established to develop
internet service over power lines utilizing Ambient's contactless connector
technology. The new product will be electronic equipment utilizing patented
technologies for transmitting data over power lines. This


                                       7
<PAGE>

equipment will offer consumers an alternative Internet connection with the
advantages of quicker data rates at lower costs. The Company will provide the
devices for the electric utility company to cost-effectively upgrade their
existing equipment and will provide the special modem for the connection to the
customer's home.

The planned merger of Ambient and Ordacard Hi-Tec Industries was not consummated
due to the fact that a number of material conditions to the merger were not
fulfilled

Year 2000 Issues

Certain organizations anticipate that they will experience organizational
difficulties at the beginning of the year 2000 as a result of computer programs
being written using two digits rather than four digits to define the applicable
year. The Company's plan for the Year 2000 calls for compliance verification
with vendors, testing software in the Company's products for Year 2000 problems
and communication with significant suppliers to ascertain their readiness for
the Year 2000 problem.


                                       8
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

      None.

Item 2. Changes in Securities and Use of Proceeds

      The Company's Registration Statement on Form SB-2, file no. 333-40045, was
      declared effective by the Securities and Exchange Commission on February
      12, 1998. The initial public offering of the Company's Common Stock
      covered by such Registration Statement commenced on February 13, 1998.
      Roan Capital Partners, L.P. acted as the managing underwriter (the
      "Representative") for the offering. A total of 656,250 shares of Common
      Stock were registered, including 78,750 shares issuable upon exercise of
      the Representative's 45-day over-allotment option and 52,500 shares
      issuable upon exercise of warrants issued to the Representative (the
      "Representative's Warrants"). The Representative's Warrants to purchase
      52,500 shares of Common Stock issued to the Representative were also
      registered. The aggregate offering price of the registered Common Stock
      (including the over-allotment option), the Representative's Warrants and
      the shares issuable upon exercise of Representative's Warrants, was
      $5,523,052.50. Of this amount, $4,200,000 representing 525,000 shares of
      Common Stock have been sold (and the Representative's Warrants were sold
      for $52.50). The Representative's Warrants have not yet been exercised and
      consequently the offering has not yet terminated.

      The amount of expenses incurred for the Company's account in connection
      with the issuance and distribution of the securities registered are as
      follows:

            Underwriting discounts and commissions:                    $ 420,000

            Finder's fees:                                                     0

            Expenses paid to or for the underwriters:                    126,000

            Other expenses:                                              397,710
                                                                       ---------

                         Total expenses:                               $ 943,710


                                       9
<PAGE>

All such expenses were paid directly or indirectly to others.

The net offering proceeds to the Company after deducting the above expenses were
$3,256,290.

As of June 30, 1998, the amount of net offering proceeds to the Company has been
used for the following purposes:

Marketing....................................................         $  104,118
Additional Facilities........................................                  0
Research and Product Development.............................            519,201
Repayment of indebtedness....................................          1,828,261
Capital Equipment............................................             11,080
Working Capital and General Corporate........................            396,340
                                                            
Convertible Note Receivable from Ordacard                                350,000
                                                                      ----------
         Total...............................................         $3,209,000
                                                        
All such payments were made directly or indirectly to others.

The use of proceeds contained herein does not represent a material change in the
use of proceeds described in the prospectus, except that repayment of
indebtedness increased by $178,261 from the estimated $1,650,000 in the
prospectus to $1,828,261 due to adjustments in the calculations of interest on
the indebtedness through the date of payment and the repayment of accrued
interest on certain indebtedness in the principal amount of $968,000. In
addition, the Company reserved the right in the prospectus to use all or a
portion of the net proceeds allocated for working capital to acquire other
companies. The Company used $350,000 to fund a loan to Ordacard in connection
with the proposed merger of Ordacard with and into the Company (or a subsidiary
thereof).

On August 1, 1998, the Company entered into a consulting agreement (the
"Consulting Agreement") with Mission Bay Consulting, Inc., a Delaware
corporation ("Mission Bay"), pursuant to which Mission Bay agreed to provide the
Company with certain consulting services. In connection therewith, and as
compensation therefor, the Company agreed to issue to Randolph Beimel, a
principal of Mission Bay: (i) an aggregate of 65,000 shares of Common Stock to
be issued in varying amounts upon certain future dates; and (ii) options to
purchase an aggregate of 80,000 shares of Common Stock under the Company's 1998
Stock Option Plan at an exercise price of $6.00 per share, all of which options
are fully vested. As of 


                                       10
<PAGE>

September 30, 1998, pursuant to the terms of the Consulting Agreement, the
Company had issued 20,000 unregistered shares of Common Stock to Mr. Beimel. The
issuance of such shares of Common Stock was exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act") by virtue of Section
4(2) thereof. Such shares were subsequently registered pursuant to the Company's
Registration Statement on Form S-8, registration number 333-65893, which was
declared effective by the Securities and Exchange Commission on October 20,
1998.

Item 3. Defaults Upon Senior Securities.

      None.

Item 4. Submission of Matters to a Vote of Securities Holders.

      None.

Item 5. Other Information.

      None.

Item 6. Exhibits and Reports on Form 8-K.

      (a)   Exhibits

     Exhibit
      Number                            Description
      ------                            -----------

       27.1                    Financial Data Schedule

      (b)   Reports on Form 8-K

None


                                       11
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act the registrant
caused this report to be signed by the undersigned thereunto duly authorized.

Date: May 15, 1999

                                                AMBIENT CORPORATION
                                 -----------------------------------------------
                                                   (Registrant)


                                                /s/ Jacob Davidson
                                 -----------------------------------------------
                                 President, Chairman and Chief Executive Officer


                                                /s/ Aryeh Weinberg
                                 -----------------------------------------------
                                              Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

      27.1  Financial Data Schedule