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 AUGUST 31, 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.

              8,374,031 shares of common stock as of OCTOBER 14, 1999.
              ---------                              ----------------

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 August 31, 1999 (unaudited)
             and February 28, 1999                                        3

             Statements of Operations for the three and six
             months ended August 31, 1999 and 1998 (unaudited)            4

             Statements of Cash Flows for the six months
             ended August 31, 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 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         15

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


SIGNATURES                                                               17



                                                                               2
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                               C-PHONE CORPORATION
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                August 31, 1999    February 28, 1999
                                                               ----------------    -----------------
         ASSETS                                                   (unaudited)
<S>                                                             <C>                <C>
Current assets:
  Cash and cash equivalents                                     $     3,051,014    $     4,602,752
  Restricted cash                                                       150,000                 --
  Accounts receivable, net of allowance for doubtful                    278,316            105,717
    accounts of $101,034 at August 31, 1999 (unaudited)
    and $181,347 at February 28, 1999
  Inventories                                                         1,068,927          1,177,522
  Prepaid expenses and other current assets                             107,288            118,893
                                                                ---------------    ---------------
          Total current assets                                        4,655,545          6,004,884
Property and equipment, net                                             134,637            112,607
Other assets                                                             78,838            136,503
                                                                ---------------    ---------------
          Total assets                                          $     4,869,020    $     6,253,994
                                                                ===============    ===============

          LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                              $       494,847    $       306,302
  Accrued expenses                                                      296,769            393,070
                                                                ---------------    ---------------
          Total current liabilities                                     791,616            699,372


Shareholders' equity:
  Common stock, $.01 par value; 20,000,000 shares authorized;            83,740             79,786
    8,374,031 and 7,978,605 shares, respectively, issued
    and outstanding  at August 31, 1999 (unaudited) and
    February 28, 1999
  Paid-in capital                                                    29,006,170         28,601,398
  Accumulated deficit                                               (25,012,506)       (23,126,562)
                                                                ---------------    ---------------
          Total shareholders' equity                                  4,077,404          5,554,622
                                                                ---------------    ---------------
          Total liabilities and shareholders' equity            $     4,869,020    $     6,253,994
                                                                ===============    ===============
</TABLE>


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

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

                                         Three Months Ended August 31,  Six Months Ended August 31,
                                          --------------------------    --------------------------
                                              1999          1998            1999           1998
                                          -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>
Net sales                                 $   370,499    $   540,765    $   756,369    $   879,915
Other revenue                                  10,000          9,124         10,000         25,512
                                          -----------    -----------    -----------    -----------
     Total revenue                            380,499        549,889        766,369        905,427
                                          -----------    -----------    -----------    -----------

Cost of goods sold                            300,051        631,548        677,902      1,139,621
Cost of other revenue                           3,000          1,241          3,000          9,443
                                          -----------    -----------    -----------    -----------
     Total cost of revenue                    303,051        632,789        680,902      1,149,064
                                          -----------    -----------    -----------    -----------

     Gross profit (loss)                       77,448        (82,900)        85,467       (243,637)
                                          -----------    -----------    -----------    -----------

Operating expenses:
  Selling, general and administrative         840,626        703,284      1,685,884      1,428,868
  Research, development and engineering       170,970        197,733        362,748        406,800
                                          -----------    -----------    -----------    -----------
     Total operating expenses               1,011,596        901,017      2,048,632      1,835,668
                                          -----------    -----------    -----------    -----------

     Operating loss                          (934,148)      (983,917)    (1,963,165)    (2,079,305)

Interest income                                34,533         87,518         77,221        140,261
                                          -----------    -----------    -----------    -----------

     Net loss                             $  (899,615)   $  (896,399)   $(1,885,944)   $(1,939,044)
                                          ===========    ===========    ===========    ===========

Per-share data:
     Basic and diluted net loss per
        common share                      $     (0.11)   $     (0.13)   $     (0.24)   $     (0.31)
                                          ===========    ===========    ===========    ===========

Weighted average number of common
     shares outstanding                     7,988,136      7,114,095      7,983,371      6,460,859
                                          ===========    ===========    ===========    ===========
</TABLE>


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

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

                                                                 Six Months Ended August 31,
                                                                 --------------------------
                                                                     1999           1998
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Cash flows from operating activities:
  Net loss                                                       $(1,885,944)   $(1,939,044)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
      Depreciation and amortization                                   53,057         66,817
      Bad debt expense                                                 5,268        103,991
      Provision for inventory obsolescence                            17,596             --
      Compensation expense of stock options                               --         12,800
      Changes in operating assets and liabilities:
        Accounts receivable                                         (177,867)       (22,042)
        Inventories                                                   90,999        (46,060)
        Prepaid expenses and other current assets                     11,605        (68,139)
        Other assets                                                  57,665         (2,576)
        Accounts payable                                             188,545       (337,040)
        Accrued expenses                                             (96,301)       (32,573)
                                                                 -----------    -----------
          Net cash used in operating activities                   (1,735,377)    (2,263,866)
                                                                 -----------    -----------

Cash flows from investing activities:
  Purchase of restricted certificate of deposit                     (150,000)            --
  Equipment purchases                                                (75,087)       (11,527)
                                                                 -----------    -----------
          Net cash used in investing activities                     (225,087)       (11,527)
                                                                 -----------    -----------

Cash flows from financing activities:
  Proceeds from issuance of common stock                             408,726             --
  Proceeds from exercise of stock options                                 --        304,937
  Proceeds from exercise of warrants, net                                 --      4,338,246
                                                                 -----------    -----------
          Net cash provided by financing activities                  408,726      4,643,183
                                                                 -----------    -----------

          Net increase (decrease) in cash and cash equivalents    (1,551,738)     2,367,790
                                                                 -----------    -----------

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

Cash and cash equivalents, end of period                         $ 3,051,014    $ 6,568,021
                                                                 ===========    ===========
</TABLE>

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

                                                                               5
<PAGE>

                               C-PHONE CORPORATION
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                 AUGUST 31, 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
     six-month periods ended August 31, 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 August 31, 1999, options
     for 384,150 shares of Common Stock were outstanding under the Plan. Of such
     options, 130,234 are non-qualified options exercisable at prices ranging
     from $1.688 to $7.00 per share, depending upon the date of grant, and
     253,916 are incentive stock options exercisable at prices ranging from
     $2.594 to $10.375 per share, depending upon the date of the grant. As of
     August 31, 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 180,725 shares of Common
     Stock were exercisable as of August 31, 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                               95,616
                 $5.95 - $6.91                               28,066
                 $7.00 - $7.50                               44,000
                 $8.38 - $10.38                              13,043
                                                    --------------------
                                                            180,725

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 commencing April 1,
          1999. From time to time during the term of the Equity Credit

                                                                               6
<PAGE>

                               C-PHONE CORPORATION
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                 AUGUST 31, 1999

          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 Stock, 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 has 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).

     (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)

                                                                               7
<PAGE>

                               C-PHONE CORPORATION
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                 AUGUST 31, 1999

          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 six months ended August 31, 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 $22,499 and $68,377 for the three and
     six months ended August 31, 1998 increased the net loss attributable to
     common shareholders to $918,898 and $2,007,421, respectively, for the
     purposes of the calculation of net loss per share for the three and six
     months ended August 31, 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

                                                                               9
<PAGE>

common stock until all these purchases total $5,000,000. The purchase price for
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.

         We may terminate the agreement without any further obligation to
Sovereign Partners; provided, that, if the agreement expires or is terminated by
us prior to the time we have sold Sovereign Partners at least $1,000,000 of
common stock, we must pay Sovereign Partners a penalty of up to $150,000,
depending upon the amount of the shortfall.

         During August 1999, we sold Sovereign Partners 395,426 shares of our
common stock under the agreement and received gross proceeds of $500,000 (before
expenses of $91,274, including a pro rata share of the initial expenses arising
out of the negotiation of the agreement in 1998 and the registration of the
shares, and a finders fee of 6% of the gross proceeds).

         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 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.

                                                                              10
<PAGE>

RESULTS OF OPERATIONS

FISCAL QUARTER ENDED AUGUST 31, 1999 AS COMPARED TO FISCAL QUARTER ENDED AUGUST
31, 1998

         REVENUES. Net sales decreased 31% to $370,499 in the second quarter of
Fiscal 2000 from $540,765 in the second quarter of Fiscal 1999. This decrease
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 and a new internal sales and marketing staff needed to be hired and
trained. Other revenue, which consisted of software development fees during the
second quarter of Fiscal 2000, was $10,000 while other revenue, which consisted
primarily of installation and telecommunication service fees during the second
quarter of Fiscal 1999, was $9,124. As a result of the foregoing, our total
revenues decreased 31% to $380,499 in the second quarter of Fiscal 2000 as
compared to $549,889 in the second 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 52% to $300,051 or 81% of
net sales in the second quarter of Fiscal 2000 from $631,548 or 117% of net
sales in the second 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
variances had been due to low production volume and provisions for obsolete
inventory. Cost of other revenue in the second quarter of Fiscal 2000 was
$3,000, or 30% of related revenue, as compared to $1,241, or 14% of related
revenue, in the second quarter of Fiscal 1999.

         GROSS PROFIT (LOSS). Our gross profit was $77,448, or 20% of revenues,
in the second quarter of Fiscal 2000, as compared to a gross loss of $82,900 in
the second quarter of Fiscal 1999. The gross loss for the second 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 increased 20% to $840,626, or 221% of revenues, in the
second quarter of Fiscal 2000 from $703,284, or 128% of revenues, in the second
quarter of Fiscal 1999. The primary reason for the increase was a 71% increase
in selling and marketing expenses to $353,719 in the second quarter of Fiscal
2000 from $207,020 in the second quarter of Fiscal 1999. This increase was
primarily the result of the turnover and 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 were partially offset by a decrease in bad debt
expense to $3,425 in the second quarter of Fiscal 2000 from $24,309 in the
second quarter of Fiscal 1999. The decrease in bad debt expense was a direct
result of our shift in marketing emphasis away from the retail home consumer
market. We expect that selling and marketing expenses will continue to increase
in Fiscal 2000 from the Fiscal 1999 level, as we continue to increase our
internal sales staff and marketing efforts to further expose our products to the
business and special applications markets.

         RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development and
engineering expenses decreased 14% to $170,970, or 45% of revenues, in the
second quarter of Fiscal 2000 from $197,733, or 36% of revenues, in the second
quarter of Fiscal 1999. The decrease was primarily the result of a reduction in

                                                                              11
<PAGE>

personnel due to the completion of the initial development of our current
stand-alone products during Fiscal 1999, partially offset by an increased cost
in parts and materials for prototypes of recently introduced products. All of
these costs were charged to operations as incurred and were funded by our cash
reserves. We expect to continue to invest significant resources during the
foreseeable future in new product development and engineering as well as for
enhancements to our existing products.

         OPERATING LOSS. As a result of the factors discussed above, our
operating loss decreased 5% to $934,148 in the second quarter of Fiscal 2000
from $983,917 in the second quarter of Fiscal 1999.

         INTEREST. Interest income decreased 61% to $34,533 in the second
quarter of Fiscal 2000 from $87,518 in the second quarter of Fiscal 1999, as a
result of the continued use of our cash to fund operations.

SIX MONTHS ENDED AUGUST 31, 1999 AS COMPARED TO SIX MONTH ENDED AUGUST 31, 1998

         REVENUES. Net sales decreased 14% to $756,369 in the first six months
of Fiscal 2000 from $875,915 in the first six months of Fiscal 1999. As
discussed above, this decrease reflects 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, which consisted of software development fees during the
first six months of Fiscal 2000, was $10,000 while other revenue, which
consisted primarily of installation and telecommunication service fees for the
first six months of Fiscal 1999, was $25,512. As a result of the foregoing, our
total revenues decreased 15% to $766,369 in the first six months of Fiscal 2000,
as compared to $905,427 in the first six 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 41% to $677,902, or 90% of
net sales, in the first six months of Fiscal 2000 from $1,139,621, or 130% of
net sales, in the first six 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 variances had been due to low
production volume and provisions for obsolete inventory.
 Cost of other revenue in the first six months of Fiscal 2000 was $3,000, or 30%
of related revenue as compared to $9,443, or 37% of related revenue for the
first six months of Fiscal 1999.

         GROSS PROFIT (LOSS). Our gross profit was $85,467, or 11% of revenues,
in the first six months of Fiscal 2000, as compared to a gross loss of $243,637
in the first six months of Fiscal 1999. The gross loss for the first six 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 18% to $1,685,884, or 220% of revenues, in the
first six months of Fiscal 2000 from $1,428,868, or 158% of revenues, in the
first six months of Fiscal 1999. The primary reason for the increase was a 76%
increase in selling and marketing expenses to $743,038 in the first six months
of Fiscal 2000 from $423,021 in the first six 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 were partially offset by a decrease in bad debt
expense to $5,268 in the first six months of Fiscal 2000 from $103,990 in the

                                                                              12
<PAGE>

first six 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. We expect that selling and marketing expenses will continue to increase
in Fiscal 2000 from the Fiscal 1999 level, as we continue to increase our
internal sales staff and marketing efforts to further expose our stand-alone
products to the business and special applications markets.

         RESEARCH, DEVELOPMENT AND ENGINEERING. Research, development and
engineering expenses decreased 11% to $362,748, or 47% of revenues, in the first
six months of Fiscal 2000 from $406,800, or 45% of revenues, in the first six
months of Fiscal 1999. The decrease was primarily the result of a reduction in
personnel due to the completion of the initial development of our current
stand-alone products during Fiscal 1999, partially offset by an increased cost
in parts and materials for prototypes of recently introduced products. All of
these costs were charged to operations as incurred and were funded by our cash
reserves. We expect to continue to invest significant resources during the
foreseeable future in new product development and engineering as well as for
enhancements to our existing products.

         OPERATING LOSS. As a result of the factors discussed above, our
operating loss decreased 6% to $1,963,165 in the first six months of Fiscal 2000
from $2,079,305 in the first six months of Fiscal 1999.

         INTEREST. Interest income decreased 45% to $77,221 in the first six
months of Fiscal 2000 from $140,261 in the first six 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 August 31, 1999, we had working capital of $3,863,929, as compared
to $5,305,512 at February 28, 1999, a decease of $1,441,583. Our cash and cash
equivalents were $3,051,014 at August 31, 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 six months of Fiscal 2000, our operating
activities used $1,735,377 of net cash, our investing activities used $75,087 of
net cash for equipment purchases, and our financing activities provided $408,726
of net cash from the sale of 395,426 shares of 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 August 31, 1999, we had no material
commitments for capital expenditures.

         Due to the planned expansion of our marketing efforts aimed at the
business and special applications markets, we expect to expend additional
resources for selling and marketing expenses. We also expect to continue to
expend resources for product development and engineering for enhancements,
improvements and new products to maintain our product line.

         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 second quarter of Fiscal 2001. If our products gain significant market
acceptance, we expect to make very substantial expenditures for marketing and
carrying of accounts receivable. 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

                                                                              13
<PAGE>

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;

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.

         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.

         APPLICATION SOFTWARE - During Fiscal 1998, for operational purposes, we
made the decision to upgrade our internal financial and operational software
system. This upgrade was completed in June 1998 and our system is now Year 2000
compliant. At December 31, 1998, in accordance with our plan, we had completed
the identification of other internal computer-based systems we use, which could
require upgrading to insure operational continuity beyond December 31, 1999. We
completed the upgrading and testing of all necessary internal systems and other
applications (except for our internal voice mail system) by February 28, 1999.
We determined that our internal voice mail system was Year 2000 compliant in
August 1999.

         THIRD-PARTY SUPPLIERS - We are assessing the possible effects on our
operations of Year 2000 compliance related to our key suppliers and
subcontractors. Our reliance on suppliers and subcontractors means that the
failure to address Year 2000 compliance issues by these parties could have a
material impact on our business. We have identified critical third-party
suppliers and have requested information as to their plans and progress in
addressing the Year 2000 problem. Our plan to complete the evaluation of our
third-party suppliers by December 31, 1998 has been delayed due to the lack of
responses from many of these suppliers. Follow-up requests for information have
been made and contingency plans for our non-compliant or non-responding
suppliers have been developed. These plans include, in part, the maintaining of
a higher than normal level of inventory for certain critical components,
alternative sourcing for other components and alternative methods for providing
certain key services.

         COSTS - The total cost associated with the Year 2000 issue is not
expected to be material to our financial position. Our current estimated
out-of-pocket cost is not expected to exceed $50,000, of which less than $20,000
had been expended through October 14, 1999. As the upgrade of our application
software was done for operational purposes, the cost of this upgrade was not
included in our estimates.

                                                                              14
<PAGE>

         RISKS - Due to the uncertainty of the Year 2000 readiness of our
third-party suppliers, we are unable to determine at this time whether the
consequences of their Year 2000 failures could have a material impact on our
results of operations, liquidity or financial condition. This is especially true
for certain services such as telecommunications and banking, which may depend on
national networks for which there is no alternative source of identical
services. In addition, although our business is not dependent on any single or
small number of customers, Year 2000 problems which significantly interrupt the
normal business operations of a significant number of our customers and
potential customers could have a material adverse impact on us. We do not have a
contingency plan in the event of noncompliance by our key customers and
potential customers.

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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On August 6, 1999, we held our annual meeting of shareholders, at which
time each of the six incumbent directors who had been nominated by the Board of
Directors for re-election as a director was re-elected as a director. The votes
cast were as follows:

                                      FOR              WITHHELD
                                   ---------           --------
         Daniel P. Flohr           7,085,564           127,789
         Seymour L. Gartenberg     7,081,969           131,384
         Tina L. Jacobs            7,085,364           127,989
         Donald S. McCoy           7,082,644           130,709
         E. Henry Mize             7,086,244           127,109
         Stuart E. Ross            7,084,894           128,459

                                                                              15
<PAGE>

         At the annual meeting two additional proposals were voted upon as
follows:

         (1)      Proposal to approve an amendment to our 1994 stock option plan
                  to increase the number of shares authorized for issuance upon
                  exercise of options granted under the plan from 500,000 shares
                  to 875,000 shares:

                    FOR                     AGAINST                 ABSTAINING
                    ---                     -------                 ----------

                  6,873,215                 228,791                   36,255

         (2)      Proposal to ratify the selection of PricewaterhouseCoopers LLP
                  as our independent auditors for the fiscal year ending
                  February 29, 2000:

                    FOR                     AGAINST                 ABSTAINING
                    ---                     -------                 ----------

                  7,147,466                 36,092                    29,795


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      EXHIBITS

                           10.6    C-Phone Corporation Amended and Restated 1994
                                   Stock Option Plan and form of Option
                                   Agreement (incorporated by reference to
                                   Exhibit 4.7 to our registration statement on
                                   Form S-8 (file no. 333-87865, filed on
                                   September 27, 1999).

                           27.     Financial Data Schedule

                  (b)      REPORTS ON FORM 8-K

                           We did not file a Current Report during the fiscal
                           quarter ended August 31, 1999.


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<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: October 14, 1999          By: /s/ DANIEL P. FLOHR
                                    --------------------------------------------
                                    Daniel P. Flohr
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


Date: October 14, 1999          By: /s/ PAUL H. ALBRITTON
                                    --------------------------------------------
                                    Paul H. Albritton
                                    Vice President and Chief Financial Officer
                                    (Principal Accounting and Financial Officer)


                                                                              17