U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

( X )     QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

          For the quarterly period ended March 31, 1999

(   )     TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE ACT OF 1943 (No Fee Required)

          For the transition period from ______________ to _____________

                        Commission File number 33-18174-D

SIEMANN EDUCATIONAL SYSTEMS, INC.
--------------------------------------------------------------------------------
(Name of small business issuer in its charter)

         Colorado                                             84-1067172
-------------------------------                             --------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)


           405 S. Platte River Drive, Suite 3A, Denver, Colorado 80223
           -----------------------------------------------------------
                    (Address of principal executive offices)

                                  303/733-9673
                      -------------------------------------
                            Issuer's telephone number

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

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

4,207,702 shares of common stock were outstanding as of May 7, 1999.
--------------------------------------------------------------------------------



<PAGE>


Part One.  FINANCIAL INFORMATION

     Item 1. Financial Statements

               SIEMANN EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     Assets


                                                      March 31,     December 31,
                                                        1999            1998
                                                     -----------    ------------
                                                     (Unaudited)      (Audited)
Current assets:
   Cash                                              $   117,408     $ 1,035,920
   Student accounts receivable, net                    3,153,563       2,075,759
   Student notes receivable                              802,129         811,150
   Inventory                                             127,482         105,634
   Receivable, related party                                --            12,149
   Receivable, other                                        --           175,000
   Prepaid and other                                      84,306          63,944
                                                     -----------     -----------

      Total Current Assets                             4,284,888       4,279,556

   Student accounts and notes receivable,
     long-term                                           694,700         704,026
   Property and equipment, net of
     accumulated depreciation                            923,745         794,534
   Intangibles, net                                    8,252,599       8,316,398
   Deferred financing costs, net                         139,350         148,096
   Perkins matching funds                                 70,000          70,000
   Other                                                  46,593          46,593
                                                     -----------     -----------

       Total assets                                  $14,411,875     $14,359,203
                                                     ===========     ===========



                                       2


<PAGE>

               SIEMANN EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)

                      Liabilities and Stockholders' Equity

                                                    March 31,      December 31,
                                                      1999            1998
                                                  ------------    -------------
                                                   (Unaudited)       Audited

Current liabilities:
   Accounts payable                               $    245,605    $    427,500
   Student refunds payable and
      credit balances                                   44,462          31,928
   Accrued liabilities                                 819,253         540,456
   Deferred tuition income                           2,949,095       2,056,194
   Common stock repurchase commitment                  466,875         415,000
   Current maturities of capital leases                194,737         168,290
   Current maturities of long-term debt              1,973,131       3,521,630
                                                  ------------    ------------
      Total current liabilities                      6,693,158       7,160,998

Rent payable, related party                            133,527         140,404
Capital leases, net of current maturities              279,722         218,229
Long-term debt, net of current maturitie
 and discount                                        3,957,108       3,415,297
Note payable - stockholder, net of discount          2,319,165       2,323,405
                                                  ------------    ------------

      Total liabilities                             13,382,680      13,258,333
                                                  ------------    ------------

Redeemable warrants                                    401,671         361,635

Stockholders' equity:
   Preferred stock, $.10 par value,
      10,000,000 shares
      authorized, none outstanding                        --              --
   Common stock, $.10 par value, 100,000,000
      shares authorized, 4,207,702 (1999)
      and 3,868,750 (1998)
      shares issued and outstanding                    420,770         386,875
   Common stock repurchase commitment                 (466,875)       (415,000)
   Additional paid-in capital                        1,319,008       1,352,904
   Retained earnings (deficit)                        (645,379)       (585,544)
                                                  ------------    ------------
      Total stockholders' equity                       627,524         739,235
                                                  ------------    ------------

Total liabilities and stockholders' equity        $ 14,411,875    $ 14,359,203
                                                  ============    ============





                                       3

<PAGE>




               SIEMANN EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                         Three Months Ended
                                                              March 31,
                                                        1999            1998
                                                     -----------    -----------
                                                                     (Restated)
Revenue:
   Tuition revenue                                   $ 3,130,123    $   977,959
   College supply and cafeteria sales                    112,625         48,167
   Other                                                   6,303         16,002
                                                     -----------    -----------
      Total revenue                                    3,249,051      1,042,128

Operating expenses:
   Educational services and facilities                 1,187,202        447,633
   Cost of college supply and cafeteria sales            112,899         43,248
   Selling and promotion                                 417,015        149,948
   General and administrative                          1,111,049        353,531
   Depreciation and amortization                         138,943         44,434
   Bad debt expense                                       47,400         38,506
                                                     -----------    -----------
      Total operating expenses                         3,014,508      1,077,300
                                                     -----------    -----------

      Income (loss) from operations                      234,543        (35,172)

Other income (expense):
   Interest income                                        20,448          6,946
   Interest expense                                     (307,326)       (65,869)
                                                     -----------    -----------
      Income (loss) before income taxes                  (52,335)       (94,095)

Provision for income taxes                                 7,500          1,926
                                                     -----------    -----------

Net (loss)                                           $   (59,835)   $   (96,021)
                                                     ===========    ===========

Net (loss) per common share
   Basic and fully diluted                           $      (.02)   $      (.03)
                                                     ===========    ===========

Weighted number of common shares outstanding
   Basic and fully diluted                             3,895,113      3,807,357
                                                     ===========    ===========


                                       4

<PAGE>


               SIEMANN EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                    Three Months Ended March 31,
                                                         1999           1998
                                                     -----------    -----------
                                                                     (Restated)

Cash flows from operating activities:
   Net income                                        $   (59,835)   $   (96,021)
   Cash provided (used) by operating activities:
      Depreciation and amortization                      138,943         44,434
      Amortization of discount on debt                    23,010           --
      Accretion of put liability                          40,036           --
   Changes in operating assets and liabilities:
      Student accounts and notes receivable             (872,308)      (293,799)
      Inventory                                          (21,848)          --
      Prepaid expenses and other assets                  (20,362)        (6,230)
      Accounts payable                                  (181,898)       (17,137)
      Student refunds payable and credit balances         12,535          1,003
      Accrued liabilities                                278,797        186,514
      Rent payable, related party                         (6,874)         4,201
      Deferred tuition revenue                           892,899        157,176
                                                     -----------    -----------
         Net cash provided (used) by
          operating activities                           223,095        (19,859)
                                                     -----------    -----------

Cash flows from investing activities:
   Investment in acquisition of business                    --       (3,521,100)
   Purchases of property and equipment                   (38,819)       (14,032)
                                                     -----------    -----------
         Net cash (used) by investing activities         (38,819)    (3,535,132)
                                                     -----------    -----------

Cash flows from financing activities:
   Proceeds from debt                                    227,100      3,032,825
   Payments of debt and capital leases                (1,461,862)      (118,427)
   Proceeds from related party debt                      131,974      1,998,000
   Loan acquisition fees                                    --           (8,751)
                                                     -----------    -----------
         Net cash (used) by financing activities:     (1,102,788)     4,903,647
                                                     -----------    -----------

         Net (decrease) in cash                         (918,512)     1,348,656
         Cash, beginning of period                     1,035,920         18,830
                                                     -----------    -----------
         Cash, end of period                         $   117,408    $ 1,367,486
                                                     ===========    ===========

Supplemental disclosure of cash flow information:
   Cash payments for interest                        $   318,911    $    43,585
                                                     ===========    ===========
   Cash payments for income taxes                           --             --
                                                     ===========    ===========



                                       5

<PAGE>


               SIEMANN EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Continued)


                                                    Three Months Ended March 31,
                                                         1999          1998
                                                    ----------------------------
Non-cash transactions:
      Investment in acquisition of
        business exchanged for stock                       --       $    61,968
                                                        -------     -----------
      Acquisition of leased equipment                   156,790           8,242
                                                        -------     -----------


Non-cash investing and financing transactions
   in connection with the acquisition of DPT:
      Fair value of net assets acquired                    --       $ 9,052,532
      Future stock issuance                                --          (750,000)
      Note payable to prior owner                          --        (4,340,000)
      Earnest money from prior periods applied             --          (100,000)
      Cash acquired with acquisition                       --          (341,432)
                                                        -------     -----------
      Net cash paid to acquire subsidiary                  --       $ 3,521,100
                                                        =======     ===========

      Loan fees and costs                                  --       $   174,916
      Loan discounts                                       --          (146,165)
      Deposit from prior periods applied                   --           (20,000)
                                                        -------     -----------
      Net cash paid for loan fees and costs                --       $     8,751
                                                        =======     ===========

      Value of warrants issued                             --       $   460,195
                                                        =======     ===========



                                       6


<PAGE>

               SIEMANN EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 1999

1.  BASIS OF PRESENTATION AND ORGANIZATION

The balance sheet as of March 31, 1999,  the  statements  of operations  for the
three months ended March 31, 1999 and 1998, and the statements of cash flows for
the three  months  ended  March 31,  1999 and 1998,  have been  prepared  by the
Company.  In the opinion of management,  all  adjustments  (which include normal
recurring  adjustments)  necessary  to present  fairly the  financial  position,
results of operations,  and changes in cash flows at March 31, 1999, and for all
periods  presented,  have been made.  The balance sheet as of March 31, 1998 and
the statements of operations and cash flows for the three months ended March 31,
1998, have been restated to include  additional  expenses in the total amount of
$35,612.  The effect of this change on the consolidated  statement of operations
for March 31, 1998 is an increase in the net loss, from the ($60,409) originally
reported to ($96,021).

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted.  It  is  recommended  that  these  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto included in the Company's  December 31, 1998 10-KSB report.  The results
of  operations  for the three  months  ending  March  31,  1999 and 1998 are not
necessarily indicative of the operating results for the full year.

2.  ACQUISITION OF SUBSIDIARY AND RELATED DEBT

The Company acquired Data Processing  Trainers,  Inc. ("DPT") on March 24, 1998,
for a purchase  price of $9,030,624.  DPT, now a wholly-owned  subsidiary of the
Company,  is an  accredited  school  offering a variety of  vocational  training
programs  with two  locations  in  Philadelphia,  Pennsylvania.  The majority of
students are drawn from the surrounding metropolitan area.

The purchase price was comprised of: $3,940,624 in cash (including 59,782 shares
in  repurchased  common stock  valued at $119,564 and $100,000 in earnest  money
paid in 1997), a $4,340,000  promissory  note, and $750,000 in future stock. The
promissory note, dated March 24, 1998,  requires quarterly payments beginning in
June,  1998, of $542,500 in principal plus accrued interest at 7% per annum. The
note is due March 24, 2000, and is secured by a Security  Agreement-Stock Pledge
and a Guaranty  and  Security  Agreement.  As of May 4, 1999,  the  Company  has
obtained  a bank  loan,  the  proceeds  of which  have  been used to pay off the
remaining note balance of  $2,170,000.  The new bank loan is for a period of two
years, with monthly payments of $98,887 (including  interest at 8.75% per annum)
commencing in June,  1999.  The $750,000  stock payable in the  transaction  was
satisfied  by the  Company  issuing  on March 24,  1999,  338,952  shares of its
non-registered common stock.

The acquisition has been accounted for as a purchase with a substantial  portion
of the purchase price being allocated to goodwill and other  intangible  assets.
The intangible assets are being amortized over various lives ranging from .75 to
40 years;  the assets being amortized over 40 years  constitute 93% of the total
assets recorded.

                                       7

<PAGE>


In order to fund the purchase price,  the Company  borrowed  $2,000,000 from its
president and majority  stockholder,  and $2,900,000  from an outside  financing
source.  The debt of  $2,000,000 to the  president  bears 12% interest,  payable
monthly,  and the full  principal  balance of the note is due on March 24, 2003.
The  president  also  received  a  warrant  to  purchase  732,360  shares of the
Company's  restricted  common stock for an aggregate  exercise price of $100 for
the period ending March 24, 2003.  The debt of $2,900,000 to the outside  source
is payable interest-only  quarterly, at 12% per annum, and the principal balance
and any  remaining  accrued  interest  is due on March  24,  2003.  This  lender
received a warrant to  purchase  1,268,486  shares of the  Company's  restricted
common stock for a total  exercise  price of $100  beginning  March 24, 2001 and
ending six years after the payment of all obligations pursuant to the debt.

The warrants were valued at  approximately  $460,000,  which is presented on the
balance sheet as a discount from the debt; the discount is being  amortized over
the term of the related notes payable. The costs of obtaining the financing have
been deferred and are also being  amortized  over the term of the notes payable.
In accordance with an amendment to the warrant and debt agreements, the warrants
or any portion of shares  obtained by  exercise of these  warrants,  will become
subject to cash  redemption  at the  discretion  of the warrant or share  holder
beginning January 31, 2003 if the Company does not complete a public offering by
January  31,  2000 (or  immediately  if control of the Company or DPT is sold or
transferred through the end of the exercise period).

To  recognize  the  potential   cash   redemption,   the  Company  has  accreted
approximately $110,000 to the warrant liability. The potential maximum accretion
for the five-year period ending March 2003, based on current  circumstances,  is
approximately $2,100,000.

3.  STOCK REPURCHASE AGREEMENT

The Company  sold 103,750  shares of stock for $4 per share in  December,  1998,
under an agreement  containing a one-time "put right",  exercisable on or before
December  24,  1999,  at a price of $6 per  share.  The put  liability  is being
accreted on a straight-line  basis over the twelve months  beginning  January 1,
1999.

4.  SEGMENT AND RELATED INFORMATION

The Company's two operating  business units have separate  management  teams and
infrastructures  that offer related  products and services.  The business  units
have  been  separated  into two  reportable  segments  (DADC  and DPT)  based on
geographical location.

     DADC: Denver Automotive and Diesel College,  Inc. is the sole business unit
     reported in this segment.  The principal  markets for this segment  include
     the Denver, Colorado metropolitan areas and surrounding states.

     DPT:  Data  Processing  Trainers  Company,  acquired  in 1998,  is the sole
     business  unit reported in this  segment.  The  principal  markets for this
     segment  include  the  Philadelphia,  Pennsylvania  metropolitan  area  and
     surrounding states.

                                       8

<PAGE>


Summarized financial information concerning the Company's reportable segments is
shown in the following table. The "Corporate" column includes  corporate-related
items, and income and expenses not allocated to reported segments.

<TABLE>
<CAPTION>

                                    DADC            DPT          CORPORATE          TOTAL
                                 -----------------------------------------------------------
<S>                             <C>              <C>              <C>             <C>  
Three months ended
March 31, 1999
   Revenues                        905,239       2,343,812                -        3,249,051
   Segment profit (loss)            25,597        (49,790)         (35,642)         (59,835)
   Total assets                  3,142,511       3,057,860        8,211,504       14,411,875

Three months ended
March 31, 1998
   Revenues                        881,318         158,157            2,653        1,042,128
   Segment profit (loss)            54,169          43,556        (193,746)         (96,021)
   Total assets                  2,970,351       2,535,809        9,876,341       15,382,501

</TABLE>


DADC and DPT segment  revenues  and assets as a per cent of total  revenues  and
assets are generally  comparable to those for the year ended  December 31, 1998.
Interest, amortization, and general and administrative expenses allocated to DPT
this quarter by the parent  company are  approximately  $68,000 in excess of the
average 1998 quarterly expense allocations.

5.  SUBSEQUENT EVENT

As  discussed  in Note 2, in May  1999  the  Company  refinanced  the  remaining
principal amount on the promissory note to the former owner of DPT. The terms of
the new  bank  loan  extend  the  payment  period  of the  remaining  $2,170,000
principal from one year to  twenty-seven  months;  accordingly,  as of March 31,
1999, $858,435 has been reclassified as long-term debt.



                                       9



<PAGE>




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

The following discussion of the results of operations and financial condition of
the  Company  should  be read in  conjunction  with the  Company's  Consolidated
Financial Statements and Notes thereto appearing elsewhere herein.

The discussion below contains certain  forward-looking  statements (as such term
is defined in Section 21E of the Securities Exchange Act of 1934) that are based
on the beliefs of the Company's management,  as well as assumptions made by, and
information  currently  available  to, the Company's  management.  The Company's
actual growth, results,  performance and business prospects and opportunities in
1999 and beyond could differ  materially from those expressed in, or implied by,
any such forward-looking statements. See "Special Note Regarding Forward-Looking
Statements"  for a  discussion  of risks and  uncertainties  that could cause or
contribute to such material differences.

Background and Overview

Siemann  Educational  Systems,  Inc.  ("SES")  operates  two private  for-profit
post-secondary vocational schools: Denver Automotive and Diesel College ("DADC")
and Data Processing Trainers,  Inc. ("DPT"). DADC, located in Denver,  Colorado,
provides training in automotive and diesel mechanics; the school had 311enrolled
students  as of March  31,  1999.  The  school  has been  designated  a  "Master
Certified  Automotive School" by the National Automotive  Technicians  Education
Foundation,  and offers several associate degree and non-degree  programs.  DPT,
acquired by the Company on March 24,  1998 as more fully  discussed  below under
"Acquisitions", consists of two campuses in the Philadelphia, Pennsylvania, area
providing  training  in the areas of  computer  programming,  business  computer
applications,  medical office administration,  and English as a second language.
DPT's two campuses had enrollment of  approximately  1,105 students on March 31,
1999.  DADC's  enrollment  is  slightly  higher  than it was on March 31,  1998,
reflecting the continuing low  unemployment  rate in the general  economy of the
area. DPT's enrollment has also remained  generally  constant over the past year
because it had  reached the limits of its current  physical  capacity  until the
February  1999  expansion  discussed  below.  Both schools have long  histories,
dating to 1963  (DADC) and 1987  (DPT).  DADC has been  operated  by the Company
since August 31, 1997,  and, as noted above,  DPT was acquired by the Company in
March, 1998. For the period November, 1993 to August 31, 1997, DADC was operated
by an S corporation owned by the Company's current CEO and primary stockholder.

DPT's  northeast  Philadelphia  campus  moved to a new,  larger  facility  as of
February,  1999.  The campus  occupied its former  facility on a  month-to-month
basis until the move.  This expansion will result in the ability to increase the
student  body at that campus from the current 613 to  approximately  1,400.  The
school  expects to have an  additional  120  students  enrolled by June of 1999.
Current  tuition  revenue  is  approximately  $900 per month per  student.  Rent
expense for the new facility  (including shared costs) is approximately  $16,000
per month higher than at the old facility.

The Company's principal sources of revenues are tuition,  related fees, and book
sale charges  collected  from its students.  Both schools  record tuition at the
start of each academic term as deferred  tuition  income,  a current  liability.
During the term, the applicable portion of deferred tuition income is recognized

                                       10

<PAGE>

as  revenue  each  month  based on  aggregate  number of credit  hours  taken by
students  during the term. The year is divided into terms,  which are determined
by start dates that vary by school and program.  Payment of each term's  tuition
may be made by full cash payment,  financial aid, and/or an installment  payment
plan. If a student  withdraws  from school prior to the  completion of the term,
the Company  refunds a portion of the tuition already paid which is attributable
to the uncompleted  period of the term. The Company's campuses charge tuition at
varying  amounts  depending  on both  the  school  and the type of  program  and
curriculum.  Each of the Company's  campuses  typically  implements  one or more
tuition increases annually; DADC's last increase was 5% in July of 1998, and DPT
is  projecting  a 6-7%  increase  in June of 1999.  For both  DADC and DPT,  the
highest  student  body  levels  occur  during  the  fall  terms,   beginning  in
August/September.

The Company's expenses consist of educational and facilities costs,  selling and
promotional  expense,  general  and  administrative  expense,  depreciation  and
amortization, and bad debt expense.

Education costs generally  consist of salaries and related expenses for faculty,
instructional  support,  academic  administration,  educational  materials,  and
related  expenditures.  Facility costs include leasing and maintenance of campus
facilities, and other building occupancy expenses.

Selling  and  promotional  expenditures  include  the costs of  advertising  and
promotional  materials,  as well as salaries and benefits  for  recruitment  and
marketing personnel.

General and administrative expense includes salaries and benefits of accounting,
and school and corporate administrative personnel.

Depreciation  and  amortization   consists  of  depreciation  of  purchased  and
capital-leased computer equipment,  automotive training equipment, and furniture
and fixtures.  Amortization of intangible assets consists primarily of the costs
of goodwill  acquired in the purchase of DPT, and loan fees associated with that
purchase.

The  corporate  parent  allocates  direct  expenses  incurred  on  behalf of the
individual schools to those business segments.

Uncollectible  student  receivables  are  written  off to bad debt  expense on a
pro-rata basis through out the year. DADC  experienced a period of ineligibility
for federal  financial aid programs during 1996 and 1997; as a consequence,  the
school  substantially  increased the level of tuition being financed by students
under installment  payment plans. Bad debt expense has been approximately  4%-5%
of DADC revenues in 1999 and 1998. DPT has experienced bad debts of less than 1%
of revenue in 1999 and 1998.

As a result of the S Corporation  status of DADC until August 31, 1997, DADC was
not  subject to federal and state  income  taxes  until its  acquisition  by the
Company.  The Company's  operations  from September 1, 1997 to December 31, 1997
resulted in a net operating loss  carry-forward  of approximately  $118,000,  of
which approximately  $63,000 was utilized in 1998. Although the Company incurred
a net loss in 1998, the  acquisition of DPT was structured as a stock  purchase,
and,  consequently,  amortization  of  the  intangible  assets  acquired  in the
purchase is not  deductible  for federal and state income tax  purposes.  DPT is
subject on an  individual  company  basis to state and city income and  business
privilege taxes.


                                       11


<PAGE>


Acquisition

On March 24, 1998, the Company acquired all of the outstanding  stock of DPT for
a purchase  price of  $9,030,624;  additional  direct  costs of  acquisition  of
approximately  $21,900 were also capitalized.  The acquisition was accounted for
as a purchase. The purchase price was determined through arms-length negotiation
with the independent  third-party owner based on historical and projected future
cash flow and earnings.  DPT had minimal  tangible  assets,  and the  difference
between the purchase price and the assets and  liabilities  assumed was recorded
primarily as goodwill (82%) and trade name (11%);  the balance was attributed to
student contracts, curriculum and non-compete covenant.

The  purchase  price  consisted  of cash  payments  of  $3,599,192  (net of cash
acquired),  a $4,340,000  note payable to DPT's  former  owner,  and $750,000 in
future stock to be issued. Funds used for the acquisition were borrowed from the
company's president (in the amount of $2,000,000) and a financing  subsidiary of
a brokerage firm (in the amount of $2,900,000).  Warrants to purchase  2,000,846
shares of the Company  were issued in  connection  with this debt;  the warrants
were valued and  recorded at  $460,195.  The  warrants  issued to the  financing
source are subject to a cash redemption  requirement more fully discussed in the
Company's 10-KSB at December 31, 1998.

The  acquisition  of DPT  resulted in the  following  balance  sheet  additions:
$1,452,689 to student accounts/notes  receivable,  $77,857 to book and materials
inventories,  $308,206 to tangible  fixed  assets,  $64,478 to prepaid and other
assets, $287,021 to accounts payable, $195,150 to capital lease obligations, and
$1,430,711 to deferred tuition liabilities.  Cash of $341,432 was acquired,  and
goodwill and other intangible assets of $8,720,752 were recorded.

As a  result  of  the  acquisition,  amortization  expense  is  expected  to  be
approximately   $255,000   annually  for  the  years  1999  through  2002,   and
approximately  $215,000  thereafter  through the 40-year  goodwill  amortization
period . The loans from the shareholder and financing subsidiary are due in five
years,  and interest  expense at 12% will  approximate  $588,000  annually until
maturity.  Additionally,  amortization  of the  debt  discount  associated  with
issuance of warrants in the transaction is expected to be approximately $100,000
per year.  The note payable to the former  owner of DPT carries  interest of 7%;
interest expense was approximately  $203,000 in 1998 on this note. Principal and
interest payments were being made quarterly through March,  1999;  however,  the
Company obtained an 8.75%  interest-rate  bank loan in May, 1999 with a two-year
term, and used the proceeds to retire the note payable to the former owner.

Liquidity and Capital Resources
-------------------------------

March 31, 1999 as Compared to December 31, 1998

The  Company  finances  its  operating  activities  and  capital   requirements,
including  debt   repayments,   principally  from  cash  provided  by  operating
activities  and  borrowings  on lines of  credit.  The  Company's  cash  balance
decreased by $918,512  over December 31, 1998,  primarily due to debt  principal
payments to the former owner of DPT,  which were  $1,085,000  during the current
quarter.

Student accounts and installment  notes receivable  increased by $1,059,457 over
December  31, 1998  balances;  the timing of start dates  significantly  affects
comparability  of  accounts  receivable  levels  at any  point in time,  since a
substantial portion of Title IV funds are collected early in each academic year.

                                       12

<PAGE>

Installment loans are payable by students over a period ranging from one to five
years from inception,  while Title IV funds are generally  collected  within the
current  academic  year.  Deferred  tuition  liabilities,  which  represent  the
unearned  portion of current academic year  receivables,  increased by $892,901,
commensurate  with the increase in receivables.  Again,  the change results from
normal inter-period start date timing fluctuations.

Capital expenditures unrelated to the acquisition were approximately $39,000 and
$14,000  in the first  quarters  of 1999 and  1998,  respectively.  The  Company
expects to incur  approximately  $900,000 during 1999 in leasehold  improvements
and other capital  expenditures as a result of the February relocation of one of
its  Philadelphia  campuses,  and  DADC  is in the  process  of  negotiating  an
equipment lease consisting of approximately $260,000 in assets.

The  Company has  substantially  reduced  its  long-term  debt during the twelve
months ended March 31, 1999 by $2,326,261, from $10,575,665 at March 31, 1998 to
$8,249,404  at March  31,  1999.  (The debt  amounts  are  inclusive  of debt to
shareholders.)  During  the  current  quarter,  net  principal  reductions  were
$1,393,013.  As previously noted,  principal payments of $1,085,000 were made to
the former  owner of DPT in the period  ended March 31,  1999;  total  principal
payments on this debt in the twelve months ended March 31, 1999 were $2,170,000.

A stock  repurchase  commitment  of $415,000 was  recorded in December,  1998 in
conjunction  with a stock sale that included a put option back to the Company at
a price in excess of the issue price.  The  additional  repurchase  liability is
being  accreted  evenly over the twelve months ending  December,  1999, at which
time the put option is exercisable.  The liability accretion was $51,875 for the
current quarter, and the same amount will be recorded each subsequent quarter of
1999.

Cash provided by operating activities of $223,095 for the period ended March 31,
1999, primarily results from the addition of DPT operations to the Company; cash
used by operations was $(19,859) in the first quarter of 1998. As noted above in
"Acquisitions",  DPT was acquired  late in the first  quarter of 1998 (March 24,
1998).


                                       13
<PAGE>


Results of Operations
---------------------

March 31, 1999 as Compared to March 31, 1998

The following table summarizes the Company's  operating  results as a percentage
of net revenue for the periods indicated:

                                                 Three Months Ended March 31,
                                                   1999                1998
                                               -------------------------------
Net revenues                                       100.0               100.0
Educational services and facilities                (36.5)              (42.9)
Cost of college supplies/sales                     (3.5)               (4.2)
Selling and promotion                              (12.8)              (14.4)
General and administrative                         (34.2)              (33.9)
Depreciation and amortization                      (4.3)               (4.3)
Bad debt expense                                   (1.5)               (3.7)
                                               ------------------------------
Income from operations                              7.2                (3.4)
Interest expense - net                             (8.8)               (5.7)
Provision for income taxes                          (.2)                (.2)
                                               ------------------------------
Net income                                         (1.8)               (9.3)
                                               ==============================

Total  revenues.  The Company's  total revenues  (exclusive of interest  income)
increased by $2,206,923 to $3,249,051  for the three months ended March 31, 1999
over the same period of 1998. Revenues include $2,343,811  attributable to DPT's
operations.  DADC's  revenues  decreased  slightly by $23,291  over the previous
year's first quarter.

Educational  facilities and services.  The  educational  services and facilities
cost increase of $739,569 is primarily due to the inclusion of DPT's  operations
for a full three months in 1999,  compared to only six days of operation  during
the first quarter of 1998. (The  acquisition of DPT occurred on March 24, 1998.)
DPT incurred  $830,640 of such costs in the period.  DADC's  expenses  decreased
minimally by $1,994.

Selling and promotion expense.  Selling and promotion expense increased $267,067
over the previous year. Inclusion of DPT's expenses for a full quarter accounted
for $186,173 of the increase,  while DADC's expenses increased by $80,894 (60%).
As a percent of revenue,  these expenses  decreased from 14.4%  (reflecting DADC
operations  only) for the first quarter of 1998 to 12.8% (based on both DADC and
DPT operations) for the 1999 period;  DPT's expenses as a percent of revenue for
1999 are 8.7%, while DADC's are approximately  23%. The Company intends to focus
on more effective utilization of marketing resources in DADC operations.

General and  administrative.  General and  administrative  expenses increased by
$765,018  as a result of indirect  expenses  incurred  in  conjunction  with the
purchase of DPT,  inclusion of DPT's general and  administrative  expenses,  and
continuing   accounting  and  legal  expenses   associated  with  the  Company's
transition  to  publicly-held  status.  These  expenses  as a percent of revenue
increased slightly from 33.9% in 1998's first quarter to 34.4% in 1999.

                                       14

<PAGE>


Depreciation and amortization. Amortization expenses, primarily for goodwill and
other intangible  assets acquired in the DPT purchase,  accounted for $72,545 of
the $94,509  increase.  DPT's  depreciation  expense was  $49,952,  while DADC's
current quarter  expense was $16,466,  compared to $34,021 for the first quarter
of 1998.

Bad debt expense.  Bad debt expense increased slightly,  by $8,894. The decrease
as a percent of revenue  from 3.7% to 1.5% is the result of  inclusion  of DPT's
lower bad debt rate in the average.

Income from  operations.  Income  from  operations  increased  by  $269,715,  to
$234,543,  over the first quarter of 1998,  reflecting  the positive  effects of
inclusion  of a full  quarter of DPT's  operations.  The  Company  believes  the
acquisition  and  expansion  of DPT will  continue to  favorably  affect  future
operating results, although the costs of moving and expansion at DPT during 1999
will hamper this to some extent.

Interest  expense.   Interest  expense  increased  $241,457  for  this  quarter,
attributable  primarily to acquisition  borrowings and  amortization of the debt
discount.

Net loss.  The Company's net loss for the first quarter of $59,835  reflects the
substantial  interest and amortization  costs associated with the acquisition of
DPT,  which  was  financed  primarily  with  debt,  and  which  involved  a cost
substantially in excess of the tangible assets purchased.

Year 2000.  The Company relies on internal  computer  systems for accounting and
student  record-keeping  purposes,  and, in the case of DPT,  for  provision  of
training to students. DADC is in the process of installing new computer hardware
that  has  been  determined  to be  Year  2000  compliant  by  the  vendor;  the
replacement would have been necessary without Year 2000 issues,  and the cost is
consequently  not  directly  related  to  Year  2000  compliance.   Its  student
record-keeping  system  software  has been  upgraded  by the vendor to Year 2000
compliance,  and will be installed on the new hardware.  The  accounting  system
will also be  upgraded  during  1999;  however,  the  system  is  off-the-shelf,
inexpensive,  and readily available,  and will not require  significant  advance
time or cost for installation or conversion.  DPT's MIS managers and programmers
regularly update the software and hardware  utilized for student  training,  and
believe  the systems are  currently  Year 2000  compliant.  DPT  primarily  uses
standard off-the-shelf spreadsheet software for student record-keeping purposes,
and will purchase a newer  version at minor cost shortly if the current  version
is  determined  not to be reliable.  DPT has recently  purchased  and  installed
accounting software that the vendor has confirmed is Year 2000 compliant.

The Company has  initiated  formal  communications  with all of its  significant
systems  providers to determine the extent to which the Company is vulnerable to
third  parties'  failure  to  remediate  their  Year 2000  issues.  The  primary
third-party  computer  systems  on which the  Company  relies are  student  loan
processing  and  record-keeping,  payroll  processing,  and banking.  All of the
Company's  service  providers in those areas have been contacted,  and, with the
exception of a required upgrade in payroll processing software which the Company
will  implement  in the  next  six  months,  all  have  responded  with  written
documentation  to the Company that the systems they are using externally or have
provided to the Company are Year 2000 compliant.

Special  Note  Regarding  Forward-Looking  Statements.  This  Form 10K  contains
certain statements which reflect the Company's expectations regarding its future
growth,  results  of  operations,   performance,   and  business  prospects  and
opportunities. Wherever possible, words such as "anticipate", "believe", "plan",

                                       15

<PAGE>

"expect",   and  similar   expressions   have  been  used  to   identify   these
"forward-looking"  statements.  These statements  reflect the Company's  current
beliefs  and are  based  on  information  currently  available  to the  Company.
Accordingly, these statements are subject to risks and uncertainties which could
cause the Company's actual growth,  results,  performance and business prospects
and  opportunities  to differ  from those  expressed  in, or implied  by,  these
statements.   These  risks  and  uncertainties  include  implementation  of  the
Company's  operating and growth  strategy,  risks inherent in operating  private
for-profit post-secondary education institutions,  risks associated with general
economic and business conditions, charges and costs related to acquisitions, and
the  Company's  ability to  successfully  integrate  its acquired  institutions,
attract and retain students at its institutions, meet regulatory and accrediting
agency  requirements,  compete  with other  institutions  in its  industry,  and
attract and retain key  employees  and faculty.  The Company is not obligated to
update or revise  these  forward-looking  statements  to  reflect  new events or
circumstances.


                                       16
<PAGE>



PART II

Item 1.  LEGAL PROCEEDINGS.

None.

Item 2.  CHANGE IN SECURITIES

Per the  DPT  purchase  agreement,  338,952  shares,  representing  a  value  of
$750,000, were issued to the seller of DPT on March 24, 1999.

Item 3.  DEFAULTS ON SENIOR SECURITIES

None.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5.  OTHER INFORMATION

None.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a).  Exhibit  No.                 Description

                    27               Financial Data Schedule

         (b).  Reports on Form 8-K:

                   None


SIGNATURES

Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

SIEMANN EDUCATIONAL SYSTEMS, INC.
(Registrant)


                                    By:    /s/  PAUL T. SIEMANN
                                           -------------------------------------
                                           Paul T. Siemann, President and CEO





                                       17