SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 1999


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934



                        Commission file number: 0-24426


                              C-PHONE CORPORATION
       -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)


                 NEW YORK                             06-1170506
       -------------------------------             -------------------
       (State or other jurisdiction of               IRS Employer
        incorporation or organization)             Identification No.)


                             6714 NETHERLANDS DRIVE
                        WILMINGTON, NORTH CAROLINA 28405
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (910) 395-6100
                ------------------------------------------------
                (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 preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes[X] No[ ]

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

            8,980,092 shares of common stock as of January 14, 2000.


Transitional Small Business Disclosure Form      Yes [ ]       No [X]

<PAGE>


                               C-PHONE CORPORATION

                                   FORM 10-QSB

                                      INDEX


                                                                     PAGE NUMBER
                                                                     -----------

PART I.      FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

             Balance Sheets as of November 30, 1999 (unaudited)
             and February 28, 1999                                        3

             Statements of Operations for the three and nine
             months ended November 30, 1999 and 1998 (unaudited)          4

             Statements of Cash Flows for the nine months
             ended November 30, 1999 and 1998 (unaudited)                 5

             Notes to Unaudited Financial Statements                      6

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION    9


PART II.     OTHER INFORMATION

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K                            16


SIGNATURES                                                               17

                                                                          2
<PAGE>
<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION
ITEM 1.           FINANCIAL STATEMENTS

                                        C-PHONE CORPORATION
                                           BALANCE SHEETS

                                                              November 30, 1999  February 28, 1999
                                                              -----------------  -----------------
                                                                 (unaudited)
<S>                                                             <C>                <C>
         ASSETS
Current assets:
  Cash and cash equivalents                                     $  3,073,425       $  4,602,752
  Restricted cash                                                    150,000                 --
  Accounts receivable, net of allowance for doubtful
    accounts of $91,832 at November 30, 1999 (unaudited)
    and $181,347 at February 28, 1999                                273,589            105,717
  Inventories                                                      1,096,721          1,177,522
  Prepaid expenses and other current assets                           84,238            118,893
                                                                ------------       ------------
          Total current assets                                     4,677,973          6,004,884
Property and equipment, net                                          128,064            112,607
Other assets                                                           5,560            136,503
                                                                ------------       ------------
          Total assets                                          $  4,811,597       $  6,253,994
                                                                ============       ============

          LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                              $    303,817       $    306,302
  Accrued expenses                                                   296,499            393,070
                                                                ------------       ------------
          Total current liabilities                                  600,316            699,372


Shareholders' equity:
  Common stock, $.01 par value; 20,000,000 shares authorized;
    8,980,092 and 7,978,605 shares, respectively, issued
    and outstanding  at November 30, 1999 (unaudited) and
    February 28, 1999                                                 89,801             79,786
  Paid-in capital                                                 29,878,836         28,601,398
  Accumulated deficit                                            (25,757,356)       (23,126,562)
                                                                ------------       ------------
          Total shareholders' equity                               4,211,281          5,554,622
                                                                ------------       ------------
          Total liabilities and shareholders' equity            $  4,811,597       $  6,253,994
                                                                ============       ============

              The accompanying notes are an integral part of the financial statements.

                                                                                              3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                          C-PHONE CORPORATION
                                       STATEMENTS OF OPERATIONS
                                              (unaudited)

                                       Three Months Ended November 30, Nine Months Ended November 30,
                                       ------------------------------- ------------------------------
                                             1999           1998           1999            1998
                                          -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>
Net sales                                 $   371,429    $   438,041    $ 1,127,798    $ 1,317,956
Other revenue                                  45,000          3,308         55,000         28,820
                                          -----------    -----------    -----------    -----------
     Total revenue                            416,429        441,349      1,182,798      1,346,776
                                          -----------    -----------    -----------    -----------

Cost of goods sold                            320,508        589,410        998,410      1,729,031
Cost of other revenue                              --            231          3,000          9,674
                                          -----------    -----------    -----------    -----------
     Total cost of revenue                    320,508        589,641      1,001,410      1,738,705
                                          -----------    -----------    -----------    -----------

     Gross profit (loss)                       95,921       (148,292)       181,388       (391,929)
                                          -----------    -----------    -----------    -----------

Operating expenses:
  Selling, general and administrative         726,951        767,247      2,412,835      2,196,115
  Research, development and engineering       145,939        192,529        508,687        599,329
                                          -----------    -----------    -----------    -----------
     Total operating expenses                 872,890        959,776      2,921,522      2,795,444
                                          -----------    -----------    -----------    -----------

     Operating loss                          (776,969)    (1,108,068)    (2,740,134)    (3,187,373)

Interest income                                32,119         71,356        109,340        211,617
                                          -----------    -----------    -----------    -----------

     Net loss                             $  (744,850)   $(1,036,712)   $(2,630,794)   $(2,975,756)
                                          ===========    ===========    ===========    ===========

Per-share data:
     Basic and diluted net loss per
        common share                      $     (0.09)   $     (0.13)   $     (0.32)   $     (0.44)
                                          ===========    ===========    ===========    ===========

Weighted average number of common
     shares outstanding                     8,400,967      7,831,988      8,130,731      6,917,902
                                          ===========    ===========    ===========    ===========

               The accompanying notes are an integral part of the financial statements.

                                                                                                 4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       C-PHONE CORPORATION
                                    STATEMENTS OF CASH FLOWS
                                           (unaudited)

                                                                 Nine Months Ended November 30,
                                                                 ------------------------------
                                                                    1999                1998
                                                                 -----------        -----------
<S>                                                              <C>                <C>
Cash flows from operating activities:
  Net loss                                                       $(2,630,794)       $(2,975,756)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
      Depreciation and amortization                                   80,176             98,675
      Bad debt expense                                                13,268            134,697
      Provision for inventory obsolescence                            17,596             70,176
      Compensation expense of stock options                               --             12,800
      Changes in operating assets and liabilities:
        Accounts receivable                                         (181,140)           (70,555)
        Inventories                                                   63,205            (77,440)
        Prepaid expenses and other current assets                     34,655            (43,026)
        Other assets                                                 130,943            (65,636)
        Accounts payable                                              (2,485)          (274,782)
        Accrued expenses                                             (96,571)            39,622
                                                                 -----------        -----------
          Net cash used in operating activities                   (2,571,147)        (3,151,225)
                                                                 -----------        -----------

Cash flows from investing activities:
  Purchase of restricted certificate of deposit                     (150,000)                --
  Equipment purchases                                                (95,633)           (55,590)
                                                                 -----------        -----------
          Net cash used in investing activities                     (245,633)           (55,590)
                                                                 -----------        -----------

Cash flows from financing activities:
  Proceeds from issuance of common stock                           1,287,453                 --
  Proceeds from exercise of stock options                                 --            304,937
  Proceeds from exercise of warrants, net                                 --          4,338,246
                                                                 -----------        -----------
          Net cash provided by financing activities                1,287,453          4,643,183
                                                                 -----------        -----------

          Net (decrease) increase in cash and cash equivalents    (1,529,327)         1,436,368
                                                                 -----------        -----------

Cash and cash equivalents, beginning of period                     4,602,752          4,200,231
                                                                 -----------        -----------

Cash and cash equivalents, end of period                         $ 3,073,425        $ 5,636,599
                                                                 ===========        ===========

            The accompanying notes are an integral part of the financial statements.

                                                                                              5
</TABLE>
<PAGE>


                               C-PHONE CORPORATION
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                NOVEMBER 30, 1999

1.       BASIS OF PRESENTATION

         The accompanying unaudited financial statements of C-Phone Corporation
         (the "Company") have been prepared in accordance with generally
         accepted accounting principles for interim financial information and
         with the instructions to Form 10-QSB and Item 310(b) of Regulation SB.
         Accordingly, they do not include all of the information and footnotes
         required by generally accepted accounting principles for complete
         financial statements. In the opinion of management, such financial
         statements include all adjustments necessary to present fairly, in all
         material respects, the information set forth therein. Operating results
         for the three and nine-month periods ended November 30, 1999 are not
         necessarily indicative of the results that may be expected for the
         fiscal year ending February 29, 2000. The unaudited financial
         statements should be read in conjunction with the audited financial
         statements and footnotes thereto included in the Company's Annual
         Report on Form 10-KSB for the fiscal year ended February 28, 1999.

2.       RESTRICTED CASH

         Restricted cash consists of a certificate of deposit which is pledged
         to a bank to secure a letter of credit issued by the bank for the
         benefit of the Company's contract manufacturer. The letter of credit
         may be drawn upon if the Company fails to meet its obligations to the
         contract manufacturer. The letter of credit expires in August 2000.

3.       STOCK OPTIONS

         On August 6, 1999, the shareholders of the Company approved an
         amendment to the Company's 1994 Stock Option Plan (the "Plan")
         increasing the number of shares of the Company's common stock, par
         value $.01 per share (the "Common Stock") authorized for issuance upon
         exercise of options granted under the Plan from 500,000 shares to
         875,000 shares. As of November 30, 1999, options for 396,017 shares of
         Common Stock were outstanding under the Plan. Of such options, 95,234
         are non-qualified options exercisable at prices ranging from $1.688 to
         $7.00 per share, depending upon the date of grant, and 300,783 are
         incentive stock options exercisable at prices ranging from $0.8438 to
         $10.375 per share, depending upon the date of the grant. As of November
         30, 1999, 83,420 shares of Common Stock had been issued upon exercise
         of options granted under the Plan. Due to vesting provisions included
         in the options, only options representing 191,777 shares of Common
         Stock were exercisable as of November 30, 1999. The following table
         summarizes certain information with respect to exercisable options as
         of such date:

                        Range of                        Number of
                     Exercise Price                Exercisable Options
                     --------------                -------------------
                     $ 2.69 - $4.50                            104,950
                     $ 5.95 - $6.91                             28,066
                     $ 7.00 - $7.50                             39,000
                     $8.38 - $10.38                             19,761
                                                         -------------
                                                               191,777

4.       STOCKHOLDERS EQUITY AND WARRANTS

         (a)  On September 18, 1998, the Company entered into a Private Equity
              Credit Agreement (the "Equity Credit Agreement") with Sovereign
              Partners, L.P. ("Sovereign Partners"). Pursuant to the Equity
              Credit Agreement, Sovereign Partners has agreed to purchase up to
              $5 million of the Common Stock during the 18-month period

                                                                               6
<PAGE>


                               C-PHONE CORPORATION
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                NOVEMBER 30, 1999

              commencing April 1, 1999. From time to time during the term of the
              Equity Credit Agreement, but no more frequently than once every 30
              days, the Company can require Sovereign Partners to purchase
              between $500,000 and $1 million of the Common Stock. The purchase
              price for each share of Common Stock to be paid by Sovereign
              Partners will equal 85% of the average closing bid price of the
              Common Stock during the five trading days immediately preceding
              the day that the Company notifies Sovereign Partners of a purchase
              obligation.

              Sovereign Partners' obligation to purchase the Common Stock is
              subject to certain conditions, including: (i) the continued
              effectiveness of the registration statement under the Securities
              Act of 1933 (the "Securities Act") covering the resale by
              Sovereign Partners of the Common Stock acquired under the Equity
              Credit Agreement, (ii) the average closing bid price of the Common
              Stock being at least $1.00 per share for the 20 trading days
              preceding the date of delivery to Sovereign Partners of the
              Company's notice of purchase; (iii) the continued trading of the
              Common Stock on The Nasdaq Stock Market and (iv) the number of
              shares to be sold to Sovereign Partners, when aggregated with all
              other shares of Common Stock then owned by Sovereign Partners, not
              being more than 9.9% of the total Common Stock then outstanding.

              The Company may terminate the Equity Credit Agreement without any
              further obligation to Sovereign Partners; provided, that, if the
              Equity Credit Agreement expires or is terminated by the Company
              prior to the sale of at least $1 million of Common Stock, the
              Company must pay Sovereign Partners a penalty of up to $150,000.

              Sovereign Partners has agreed not to engage in any short sales of
              the Common Stock, except that it may engage in short sales after
              it receives a purchase notice from the Company, but only for the
              number of shares of Common Stock covered by the Company's purchase
              notice.

              Under a related registration rights agreement, the Company has
              agreed to file and maintain effectiveness of a registration
              statement under the Securities Act for the resale by Sovereign
              Partners of the shares of Common Stock it purchases under the
              Equity Credit Agreement. If the Company fails to maintain
              effectiveness of the registration statement, Sovereign Partners
              may require the Company to pay a penalty equal to 1% of the
              purchase price of the Common Stock then held by it for each 30-day
              period that the registration statement is not effective.

              In connection with the Agreement, the Company issued to Cardinal
              Capital Management, Inc. ("CCM"), as finder, a two-year warrant
              (the "Warrant") to purchase 100,000 shares of Common Stock at an
              exercise price of $8.00 per share. If the closing sales price of
              the Common Stock exceeds $10.00 for five consecutive trading days,
              the Company may give CCM a notice of intention to redeem the
              Warrant. If CCM does not exercise the Warrant prior to the
              redemption date specified in the redemption notice, the Company
              may redeem the Warrant for $1,000. The shares of Common Stock
              issuable upon exercise of the Warrant have not been registered for
              sale under the Securities Act. The Company also paid CCM a cash
              fee of $30,000 and agreed to pay CCM an additional cash fee equal
              to 6% of the dollar amount of any sales of Common Stock to
              Sovereign Partners under the Equity Credit Agreement, with the
              initial $30,000 payment to be credited against such fee.

              During August 1999, the Company sold Sovereign Partners 395,426
              shares of Common Stock under the Equity Credit Agreement and
              received gross proceeds of $500,000 (before expenses and finders
              fees of $91,274). During November 1999, the Company sold Sovereign
              Partners 606,061 shares of Common Stock under the Equity Credit
              Agreement and received gross proceeds of $1,000,000 (before
              expenses and finders fees of $121,273). In connection with the
              November 1999 sale, Sovereign Partners waived the average closing
              bid price condition and agreed to a purchase price per share of
              $1.65.

                                                                               7
<PAGE>

                               C-PHONE CORPORATION
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                NOVEMBER 30, 1999

         (b)  On December 19, 1997, the Company completed a private placement
              (the "December Placement"), pursuant to which the Company issued
              an aggregate of (i) 4,500 shares (the "Preferred Shares" ) of the
              Company's Series A Convertible Preferred Stock (the "Preferred
              Stock"), par value $.01 per share, with an initial stated value of
              $1,000 per share (which increased at the rate of 5% per annum)
              (such amount, as increased from time to time, the "Stated Value"),
              (ii) warrants (the "Class A Warrants") to acquire up to 315,000
              shares of Common Stock, and (iii) warrants (the "Class B
              Warrants") to acquire up to 135,000 shares of Common Stock. In
              connection with the December Placement, the Company issued to an
              affiliate of the finder warrants (upon the same terms as the Class
              A Warrants) to acquire an aggregate of 185,000 shares of Common
              Stock. During May 1998, Class A Warrants (including the warrants
              issued to the finder) to purchase 325,000 shares of Common Stock
              at $8.05 per share and Class B Warrants to purchase 60,000 shares
              of Common Stock at $9.10 per share were exercised. In addition, on
              May 13, 1998, the Company reduced the exercise price of the
              warrants to purchase 200,000 shares of Common Stock issued in its
              1994 initial public offering (the "1994 Warrants') from $8.40 to
              $6.00 per share in consideration for (i) requiring payment of the
              exercise price for the 1994 Warrants to be made in cash (rather
              than upon surrender for 1994 Warrants) and (ii) changing the
              expiration date thereof from August 18, 1999 to May 21, 1998. On
              May 13, 1998, the closing sale price of the Common Stock was
              $9.75. The holders of the 1994 Warrants exercised all of the 1994
              warrants by May 15, 1998. As a result of these warrant exercises
              in May 1998, the Company received net proceeds of $4,338,246. The
              remaining Class A Warrants expired unexercised on December 19,
              1998. The Class B Warrants expire on December 19, 2000.

5.       NET LOSS PER SHARE

         In February 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 128 ("SFAS No. 128"),
         "Earnings Per Share," which established new standards for computation
         of earnings per share. SFAS No. 128 requires the presentation on the
         face of the income statement of "basic" earnings per share and
         "diluted" earnings per share. Basic earnings per share is computed by
         dividing the net income (loss) available to common shareholders by the
         weighted average number of outstanding common shares. The calculation
         of diluted earnings per share is similar to the calculation of basic
         earnings per share, except that the denominator includes dilutive
         common stock equivalents such as stock options and warrants. Common
         stock options and warrants are not included for the nine months ended
         November 30, 1999 or 1998 as they would be anti-dilutive. The accretion
         of the 5% annual increase in stated value of the Preferred Stock in the
         amount of $3,220 and $71,597 for the three and nine months ended
         November 30, 1998 increased the net loss attributable to common
         shareholders to $1,039,932 and $3,047,353, respectively, for the
         purposes of the calculation of net loss per share for the three and
         nine months ended November 30, 1998. All the Preferred Stock was
         converted into Common Stock during fiscal 1998 and is no longer
         outstanding.

                                                                               8
<PAGE>


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

         We are engaged in the engineering, manufacturing and marketing of video
conferencing systems. Our products are designed to operate primarily over either
a regular, analog phone line or ISDN, a type of digital phone line. Our products
connect to a standard television set and are available in configurations for the
U.S. market as well as most international markets.

         We presently distribute our products primarily to the business market
and for special applications such as health care and security services. We sell
our products primarily to resellers and system integrators.

         We have incurred significant losses during each of our last three
fiscal years. Until market acceptance of our products is established, which we
cannot assure you will occur, we expect to continue to incur significant losses
due to our current and anticipated level of expenditures.

RECENT EQUITY OFFERINGS

         DECEMBER 1997 PRIVATE PLACEMENT. In December 1997, we completed a
private placement in which we issued an aggregate of (a) 4,500 shares of Series
A Convertible Preferred Stock, (b) Class A Warrants to purchase 315,000 shares
of our common stock, and (c) Class B Warrants to purchase 135,000 shares of our
common stock. We received net proceeds of approximately $4,110,000, after
payment of fees and expenses of approximately $390,000. In connection with this
transaction, we paid a finder's fee of $295,000 and issued to an affiliate of
the finder a warrant, upon the same terms as the Class A Warrants, to acquire an
aggregate of 185,000 shares of our common stock. All of the issued Series A
Preferred Stock has been converted into a total of 1,987,622 shares of our
common stock.

         The Class B Warrants have an exercise price of $9.10 per share, subject
to adjustment under certain circumstances, including upon the issuance of shares
of our common stock, or securities convertible or exchangeable into shares of
our common stock, at less than 80% of the then market price. These warrants
expire on December 19, 2000 and are not redeemable. We received aggregate
proceeds of $546,000 from the exercise of Class B Warrants to purchase 60,000
shares of our common stock during the first quarter of Fiscal 1999.

         The Class A Warrants expired on December 19, 1998. Prior to this date,
Class A Warrants to purchase 325,000 shares of our common stock were exercised
at $8.05 per share, including the warrant issued to the finder. We received
aggregate proceeds of $2,616,250 from the exercise of these warrants during the
first quarter of Fiscal 1999. The remaining Class A Warrants expired
unexercised.

         1994 WARRANT EXERCISES. In connection with our 1994 initial public
offering, we had issued, to the representative of the underwriters, warrants
expiring August 19, 1999 to purchase 200,000 shares of our common stock at an
exercise price of $8.40 per share payable in cash or by delivering back to us
warrants having an equivalent value. On May 13, 1998, we reduced the exercise
price of these warrants to $6.00 per share, in consideration for (a) requiring
payment of the exercise price for these warrants to be made in cash, rather than
upon surrender of warrants, and (b) changing the expiration date thereof to May
21, 1998. On May 13, 1998, the closing sales price of our common stock was
$9.75. All of these warrants were exercised and we received aggregate proceeds
of $1,200,000.

         AGREEMENT WITH SOVEREIGN PARTNERS. On September 18, 1998, we entered
into a private equity credit agreement with Sovereign Partners, L.P. Pursuant to
the agreement, Sovereign Partners has agreed to purchase our common stock during
the 18-month period that began on April 1, 1999. From time to time during the
term of the agreement, but no more frequently than once every 30 days, we can
require Sovereign Partners to purchase between $500,000 and $1,000,000 of our
common stock until all these purchases total $5,000,000. The purchase price for

                                                                               9
<PAGE>


each share will equal 85% of the average closing bid price of our common stock
during the five trading days immediately preceding the day we notify Sovereign
Partners of a purchase obligation.

           Sovereign Partners' obligation to purchase shares of our common stock
is subject to certain conditions, including:

o          The average closing bid price of our common stock being at least
           $1.00 per share for the 20 trading days preceding the date of our
           notice of purchase to Sovereign Partners.

o          Our common stock continuing to be traded on The Nasdaq Stock Market.

o          The total number of shares of common stock that we may sell to
           Sovereign Partners under the agreement cannot exceed 1,543,765
           shares, unless we first obtain shareholder approval as required by
           the rules of The Nasdaq Stock Market, Inc. We do not presently intend
           to sell Sovereign Partners more than 1,500,000 shares.

o          The number of shares of common stock we may sell to Sovereign
           Partners on any draw date, when aggregated with all other shares then
           owned by Sovereign Partners, cannot exceed 9.9% of our total common
           stock then outstanding.

o          A current prospectus must then be available to permit Sovereign
           Partners to publicly resell the shares of common stock that it
           acquires from us under the agreement.

           As we have sold Sovereign Partners in excess of $1,000,000 of our
common stock under the agreement, we have the right to terminate the agreement
without any further obligation to Sovereign Partners.

           During November 1999, we sold Sovereign Partners 606,061 shares of
our common stock under the agreement and received gross proceeds of $1,000,000,
or $1.65 per share, or $878,727 after related fees and expenses of $121,273. In
negotiating the sale, Sovereign Partners waived the average closing bid price
condition and agreed to a purchase price per share of $1.65.

           Sovereign Partners has agreed not to engage in any short sales of our
common stock, except that it may engage in short sales after it receives a
purchase notice from us, but only for the number of shares of common stock
covered by our purchase notice.

           Under a related registration rights agreement, we have agreed to
maintain effectiveness of a registration statement for the resale by Sovereign
Partners of the shares it purchases from us under the agreement. If we fail to
maintain effectiveness of the registration statement, Sovereign Partners may
require us to pay a penalty equal to 1% of the purchase price of the shares of
common stock then held by Sovereign Partners for each 30-day period that the
registration statement is not effective.

           In connection with the agreement, we issued to Cardinal Capital
Management, Inc., as finder, a two-year warrant to purchase 100,000 shares of
our common stock at an exercise price of $8.00 per share. If the closing sales
price of our common stock exceeds $10.00 for five consecutive trading days, we
may give Cardinal Capital notice of our intention to redeem the warrant. If
Cardinal Capital does not exercise the warrant prior to the redemption date
specified in our redemption notice, we may redeem the warrant for $1,000. The
shares of our common stock issuable to Cardinal Capital upon exercise of this
warrant have not been registered for sale under the Securities Act, although we
may register these shares in the future. We also paid Cardinal Capital a cash
fee of $30,000 when we entered into the agreement and have agreed to pay
Cardinal Capital an additional cash fee equal to 6% of the dollar amount of any
sales of common stock to Sovereign Partners under the agreement, with our
initial $30,000 payment to be credited against this fee. To date, we have paid
Cardinal Capital a total of $90,000 of cash fees.

                                                                              10
<PAGE>

RESULTS OF OPERATIONS

FISCAL QUARTER ENDED NOVEMBER 30, 1999 AS COMPARED TO FISCAL QUARTER ENDED
NOVEMBER 30, 1998

           REVENUES. Net sales decreased 15% to $371,429 in the third quarter of
Fiscal 2000 from $438,041 in the third quarter of Fiscal 1999. Net sales for the
third quarter of Fiscal 2000 included sales of excess inventory in the amount of
$132,009. There was no sale of excess inventory in the third quarter of Fiscal
1999. This decrease in product sales reflects our change in marketing emphasis
to the business and special applications markets. These markets require products
with more features and functionality than the consumer retail market and
different marketing techniques and staffing. Some resellers are no longer
marketing our newer, higher priced products, as their marketing focus was toward
lower priced products. The sales cycle for our higher priced products is longer
for our existing and new resellers. Other revenue during the third quarter of
Fiscal 2000, which consisted of a license fee and a software development fee,
was $45,000 while other revenue during the third quarter of Fiscal 1999, which
consisted primarily of installation and telecommunication service fees, was
$3,308. As a result of the foregoing, our total revenues decreased 6% to
$416,429 in the third quarter of Fiscal 2000 as compared to $441,349 in the
third quarter of Fiscal 1999.

           COST OF REVENUE. Cost of revenue consists of cost of goods sold and
cost of other revenue. Cost of goods sold includes labor, materials and other
manufacturing costs, such as salaries, supplies, leasing costs, depreciation
related to production operations and the write-down of inventories to net
realizable value. Cost of other revenue consists primarily of the allocation of
salaries and benefits of personnel and the cost of outside services directly
related to this revenue. Cost of goods sold decreased 46% to $320,508 or 86% of
net sales in the third quarter of Fiscal 2000 from $589,410 or 135% of net sales
in the third quarter of Fiscal 1999. The decrease in cost of goods sold was
primarily the result of higher margins on our newer products and our decision to
more heavily rely on contract manufacturers to manufacture and assemble most of
our products. The decision to more heavily rely on contract manufacturers has
produced a decrease in the overall costs for our products, including substantial
decreases in manufacturing inventory variances which were primarily caused by
low production volume. There was no cost associated with other revenue in the
third quarter of Fiscal 2000 as all related costs were properly expensed in
prior periods.

           GROSS PROFIT (LOSS). Our gross profit was $95,921, or 23% of
revenues, in the third quarter of Fiscal 2000, as compared to a gross loss of
$148,292 in the third quarter of Fiscal 1999. The gross loss for the third
quarter of Fiscal 1999 was primarily the result of the related high cost of
goods sold, which is discussed above.

           SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses decreased 5% to $726,951, or 175% of revenues, in the
third quarter of Fiscal 2000 from $767,247, or 174% of revenues, in the third
quarter of Fiscal 1999. The decrease was primarily related to a $22,706
reduction in bad debt expense as a direct result of our shift in marketing
emphasis away from the retail home consumer market. As we increase our focus on
attempting to develop major OEM, distribution and licensing relationships, we
expect that selling and marketing expenses for the remainder of Fiscal 2000 will
be less than the comparable Fiscal 1999 levels.

           RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development and
engineering expenses decreased 24% to $145,939, or 35% of revenues, in the third
quarter of Fiscal 2000 from $192,529, or 44% of revenues, in the third quarter
of Fiscal 1999. The decrease was primarily the result of a reduction in
personnel and related development expenses due to the completion of the initial
development of our current stand-alone products during Fiscal 1999. All of these
costs were charged to operations as incurred and were funded by our cash
reserves. While we expect to continue to invest significant resources during the
foreseeable future in engineering and the development of enhancements to our
existing products, we anticipate that these expenses for the remainder of Fiscal
2000 will be less than the comparable Fiscal 1999 levels.

                                                                              11
<PAGE>


         OPERATING LOSS. As a result of the factors discussed above, our
operating loss decreased 30% to $776,969 in the third quarter of Fiscal 2000
from $1,108,068 in the third quarter of Fiscal 1999.

         INTEREST. Interest income decreased 55% to $32,119 in the third quarter
of Fiscal 2000 from $71,356 in the third quarter of Fiscal 1999, as a result of
the continued use of our cash to fund operations.

NINE MONTHS ENDED NOVEMBER 30, 1999 AS COMPARED TO NINE MONTHS ENDED NOVEMBER
30, 1998

         REVENUES. Net sales decreased 14% to $1,127,798 in the first nine
months of Fiscal 2000 from $1,317,956 in the first nine months of Fiscal 1999.
As discussed above, this decrease is a result of our change in marketing
emphasis to the business and special applications markets. During the first
quarter of Fiscal 2000, we were still selling our older lower priced products
developed for the consumer retail market, while we were introducing our newer,
higher priced products. Other revenue for the first nine months of Fiscal 2000,
which consisted of a licensing fee and software development fees, was $55,000
while other revenue for the first nine months of Fiscal 1999, which consisted
primarily of installation and telecommunication service fees, was $28,820. As a
result of the foregoing, our total revenues decreased 12% to $1,182,798 in the
first nine months of Fiscal 2000, as compared to $1,346,776 in the first nine
months of Fiscal 1999.

         COST OF REVENUE. Cost of revenue consists of cost of goods sold and
cost of other revenue. Cost of goods sold includes labor, materials and other
manufacturing costs, such as salaries, supplies, leasing costs, depreciation
related to production operations and the write-down of inventories to net
realizable value. Cost of other revenue consists primarily of the allocation of
salaries and benefits of personnel and the cost of outside services directly
related to this revenue. Cost of goods sold decreased 42% to $998,410, or 89% of
net sales, in the first nine months of Fiscal 2000 from $1,729,031, or 131% of
net sales, in the first nine months of Fiscal 1999. The decrease in cost of
goods sold was primarily the result of higher margins on our newer products and
our decision to more heavily rely on contract manufacturers to manufacture and
assemble most of our products beginning in the first quarter of Fiscal 2000. The
decision to more heavily rely on contract manufacturers has produced a decrease
in the overall costs for our products including substantial decreases in
manufacturing inventory variances which were primarily caused by low production
volume. Cost of other revenue in the first nine months of Fiscal 2000 was
$3,000, or 5% of related revenue as compared to $9,674, or 34% of related
revenue for the first nine months of Fiscal 1999. There was no cost associated
with license fees and certain software income included in other revenue in the
first nine months of Fiscal 2000 as all related costs were properly expensed in
prior periods.

         GROSS PROFIT (LOSS). Our gross profit was $181,388, or 15% of revenues,
in the first nine months of Fiscal 2000, as compared to a gross loss of $391,929
in the first nine months of Fiscal 1999. The gross loss for the first nine
months of Fiscal 1999 was primarily the result of the related high cost of goods
sold, which is discussed above.

         SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses increased 10% to $2,412,835, or 204% of revenues, in the
first nine months of Fiscal 2000 from $2,196,115, or 163% of revenues, in the
first nine months of Fiscal 1999. The primary reason for the increase was a 38%
increase in selling and marketing expenses to $1,060,372 in the first nine
months of Fiscal 2000 from $768,837 in the first nine months of Fiscal 1999.
This increase was primarily the result of the increase in our sales and
marketing staff necessitated by our shift in marketing emphasis to the business
and special applications markets from the consumer retail market. The increase
in selling and marketing expenses was partially offset by a decrease in bad debt
expense to $13,268 in the first nine months of Fiscal 2000 from $134,697 in the
first nine months of Fiscal 1999. The decrease in bad debt expense is a direct
result of our shift in marketing emphasis away from the retail home consumer
market. As we increase our focus on attempting to develop major OEM,
distribution and licensing relationships, we expect that selling and marketing
expenses for the remainder of Fiscal 2000 will be less than the comparable
Fiscal 1999 levels.

                                                                              12
<PAGE>

           RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development and
engineering expenses decreased 15% to $508,687, or 43% of revenues, in the first
nine months of Fiscal 2000 from $599,329, or 45% of revenues, in the first nine
months of Fiscal 1999. The decrease was primarily the result of a reduction in
personnel and related development expenses due to the completion of the initial
development of our current stand-alone products during Fiscal 1999. All of these
costs were charged to operations as incurred and were funded by our cash
reserves. While we expect to continue to invest significant resources during the
foreseeable future in engineering and the development of enhancements to our
existing products, we anticipate that these expenses for the remainder of Fiscal
2000 will be less than the comparable Fiscal 1999 levels.

         OPERATING LOSS. As a result of the factors discussed above, our
operating loss decreased 14% to $2,740,134 in the first nine months of Fiscal
2000 from $3,187,373 in the first nine months of Fiscal 1999.

         INTEREST. Interest income decreased 48% to $109,340 in the first nine
months of Fiscal 2000 from $211,617 in the first nine months of Fiscal 1999, as
a result of the continued use of our cash to fund operations.

LIQUIDITY AND CAPITAL RESOURCES

         We have financed our recent operations primarily from the proceeds of
private placements of our securities and from the exercise of previously issued
warrants and options. For additional information, see "Recent Equity Offerings."

         At November 30, 1999, we had working capital of $4,077,657, as compared
to $5,305,512 at February 28, 1999, a decease of $1,227,855. Our cash and cash
equivalents were $3,073,425 at November 30, 1999 as compared to $4,602,752 at
February 28, 1999. Our invested funds consisted primarily of overnight
repurchase agreements for discount notes issued by the United States Treasury or
United States government agencies. Our restricted cash consisted of a $150,000
certificate of deposit pledged by us to a bank to secure a letter of credit
which expires in August 2000 (See Note 2 to Notes to Unaudited Financial
Statements). During the first nine months of Fiscal 2000, our operating
activities used $2,571,147 of net cash, our investing activities used $245,633
of net cash ($95,633 for equipment purchases and $150,000 to purchase a
certificate of deposit), and our financing activities provided $1,287,453 of net
cash (after related fees and expenses) from the sale of 1,001,487 shares of our
common stock under our agreement with Sovereign Partners.

         We lease our facility and own our manufacturing equipment free from any
liens or other encumbrances. As of November 30, 1999, we had no material
commitments for capital expenditures.

         Due to the restructuring of our operations to reduce ongoing operating
expenses and increasing our focus on attempting to develop major OEM,
distribution and licensing relationships, we plan to decrease our expenditures
for selling and marketing expenses. While we expect to continue to expend
resources for product development and engineering, we do not anticipate these
expenditures to increase from the levels incurred in Fiscal 1999. We also are
actively exploring certain strategic initiatives.

         We believe that our current working capital, together with available
proceeds from our agreement with Sovereign Partners, will be sufficient to meet
our projected operating needs and capital expenditures, at least through the end
of the third fiscal quarter of 2001. However, if our products gain significant
market acceptance, we may need to obtain additional working capital for the
carrying of accounts receivable and inventory. This would require us to obtain
even more working capital. We anticipate that these additional funds should be
available through one or more possible sources, including:

o        the sale of our common stock pursuant to our agreement with Sovereign
         Partners;

o        a private placement of our common stock, preferred stock or debt
         securities;

                                                                              13
<PAGE>


o        the exercise of our outstanding warrants, if the market price of our
         common stock were to exceed the exercise price of these warrants; and

o        a public offering of our common stock.

           As we previously announced, due to concerns about our ability to
sustain compliance with the $4 million net tangible asset requirement for
continued listing, we were advised by The Nasdaq Stock Market of its intention
to delist our common stock from the Nasdaq National Market effective with the
close of business on January 7, 2000. We have appealed this action, and a
hearing has been scheduled for February 17, 2000. During the appeal process, our
common stock will continue to be listed on the Nasdaq National Market. We cannot
assure that you that our appeal will be successful. We also are considering an
application to list our common stock on the Nasdaq SmallCap Market as an
alternative to National Market listing. We cannot assure you that we will meet
the requirements for listing on the Nasdaq SmallCap market. If our common stock
is delisted from Nasdaq, any trading of our shares then would be conducted in
the over-the-counter market. This would make it more difficult for a shareholder
to dispose of, or to obtain accurate quotations for, our common stock. In
addition, delisting would make it more difficult for us to raise funds through
the sale of our securities.

         We estimate that, as of February 28, 1999, we had available net
operating loss carryforwards of approximately $19,189,000 for Federal purposes
and approximately $19,448,000 for state purposes, which may be used to reduce
future taxable income, if any. The Federal carryforwards expire in 2009 through
2014. The state carryforwards expire in 2002 through 2014.

         We do not believe that inflation has had a significant impact on our
sales or operating results, during the past three years.


IMPACT OF YEAR 2000 ISSUE

         Computer systems may experience problems handling dates beyond the year
1999 because many computer programs use only two digits to identify a year in a
date field. We have addressed this issue in several parts - our products, our
application software for our internal operations and with respect to third-party
suppliers.

         PRODUCTS - As our products do not include date/time mechanisms in their
operating software, our products are Year 2000 compliant. However, some of our
earlier PC-based products use Windows(R) for Workgroups as their operating
system and there may exist Year 2000 issues with the specific user installed LAN
interface employed by any certain customer, which issues are beyond the scope of
our involvement and responsibilities. As of the date of this report, we have
received no responses from customers complaining of any problem with any of our
products.

         APPLICATION SOFTWARE - All of our current application software made the
transition to the year 2000 without incident.

         THIRD-PARTY SUPPLIERS - We are not aware of any possible effects of
Year 2000 compliance issues related to our key suppliers and subcontractors.

         COSTS - Our total out-of-pocket cost associated with the Year 2000
issue was less than $20,000.

         RISKS - We are unable to determine at this time whether any of our
suppliers or vendors will have any future difficulties with the Year 2000
issues. We do have a contingency plan in the event of noncompliance by our
suppliers or vendors but cannot assure you that our contingency plan would be
successful, if implemented.

                                                                              14
<PAGE>


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

                  We have made statements in this Quarterly Report on Form
10-QSB that are "forward-looking statements" within the meaning of the
Securities Act and the Securities Exchange Act. Sometimes these statements
contain words like "may," "believe," "expect," "continue," "intend,"
"anticipate" or other similar words. These statements could involve known and
unknown risks, uncertainties and other factors that might significantly alter
the actual results suggested by the statements. In other words, our performance
might be quite different from what the forward-looking statements imply. The
following factors, as well as those discussed above in this section and in
"Factors That Could Effect Us" in Item 1. - "Description of Business" of our
Annual Report on Form 10-KSB for the fiscal year ended February 28, 1999, could
cause our performance to differ from the implied results:

o        inability to obtain capital for continued development and
         commercialization of our products.

o        inability to generate market acceptance of our products.

o        failure to obtain new customers or retain existing customers.

o        inability to manage our growth.

o        loss of our key employees.

o        changes in general economic and business conditions.

o        changes in industry trends.

o        impact of the Year 2000 issue.

         We have no obligation to release publicly the result of any revisions
to any of our "forward-looking statements" to reflect events or circumstances
that occur after the date of this Quarterly Report or to reflect the occurrence
of other unanticipated events.

PART II.          OTHER INFORMATION

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (A)      EXHIBITS

                           None

                  (B)      REPORTS ON FORM 8-K

                           On November 24, 1999, we filed a Current Report on
                           Form 8-K responding to Item 5 - "Other Events."

                                                                              15
<PAGE>





                                   SIGNATURES

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


                           C-PHONE CORPORATION

Date: January 14, 2000     By:  /s/ DANIEL P. FLOHR
                                ------------------------------------------------
                                    Daniel P. Flohr
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


Date: January 14, 2000     By:  /s/ PAUL H. ALBRITTON
                                ------------------------------------------------
                                    Paul H. Albritton
                                    Vice President and Chief Financial Officer
                                    (Principal Accounting and Financial Officer)

                                                                              16