<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  UNITED STATES

                                   FORM 10-QSB

[x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1999

                                       OR

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

Commission File Number:  0-20995

For the transition period from _________________ to ______________________

                            VISUAL EDGE SYSTEMS INC.


            DELAWARE                                     13-3778895
-------------------------------               ---------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)


        2424 NORTH FEDERAL HIGHWAY, SUITE 100, BOCA RATON, FLORIDA 33431
                    (Address of principal executive offices)

                                 (561) 750-7559
              (Registrant's telephone number, including area code)

                                       N/A
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]

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

         As of May 14, 1999, the registrant had 10,398,440 shares of common
stock and 1,930,000 redeemable warrants outstanding, of which 1,495,000 are
publicly traded.


<PAGE>   2


                            VISUAL EDGE SYSTEMS INC.

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                 <C>
PART I  FINANCIAL INFORMATION

ITEM 1. Financial Statements:

        Balance Sheets                                                                               
          March 31, 1999 (unaudited) and December 31, 1998                                           3

        Statements of Operations                                                                     
          Three Months Ended March 31, 1999 and 1998 (unaudited)                                     4

        Statements of Cash Flows                                                                    
          Three Months Ended March 31, 1999 and 1998 (unaudited)                                     5

        Statements of  Stockholders' Equity for the Three Months                                    
          Ended March 31, 1999 (unaudited) and the Year Ended December 31, 1998                      6

        Notes to Financial Statements                                                                7

ITEM 2. Management's Discussion and Analysis of Financial Condition and                            8-12
          Results of Operations

PART II OTHER INFORMATION

ITEM 1. Legal Proceedings                                                                           13

ITEM 2. Changes in Securities                                                                       13

ITEM 3. Defaults Upon Senior Securities                                                             13

ITEM 4. Submission to Matters to a Vote of Security Holders                                         13

ITEM 5. Other Information                                                                           13

ITEM 6. Exhibits and Reports on Form 8-K                                                          14-16

        Signatures                                                                                  17


</TABLE>





                                       2
<PAGE>   3

                            VISUAL EDGE SYSTEMS INC.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                           December 31, 1998    March 31, 1999
                                                                           -----------------    --------------
                                                                                                  (unaudited)
<S>                                                                           <C>                <C>         
                                     ASSETS
Current Assets:
  Cash and Cash Equivalents                                                   $    244,346       $    279,016
  Certificates of Deposit                                                        1,750,000          1,050,000
  Accounts Receivable                                                               26,893              7,962
  Inventory                                                                        103,142            105,120
  Prepaid Expenses - Advance Royalties                                             220,577            221,279
  Investments-Restricted                                                                --            369,450
  Other Current Assets                                                             107,345             90,636
                                                                              ------------       ------------
                  Total Current Assets                                           2,452,303          2,123,463

Fixed Assets, net                                                                2,248,514          2,010,738
Intangible Assets, net                                                             167,777            139,814
Prepaid Expenses - Advance Royalties                                               680,157            666,407
Investments-Restricted                                                             587,108            141,235
                                                                              ------------       ------------
                  Total Assets                                                $  6,135,859       $  5,081,657
                                                                              ============       ============

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable                                                            $    201,617       $    154,287
  Accrued Expenses                                                                 167,795            120,197
  Other Current Liabilities                                                        218,259            352,156
  Current Maturities of Equipment Loans                                            595,084            563,578
                                                                              ------------       ------------
                  Total Current Liabilities                                      1,182,755          1,190,218

Equipment Loans                                                                    149,951             53,792
Convertible Debt                                                                 1,253,273          1,290,602
                                                                              ------------       ------------
                  Total Liabilities                                              2,585,979          2,534,612
                                                                              ------------       ------------


                  Commitments and Contingencies (Note 2)


                  STOCKHOLDERS' EQUITY:

Preferred Stock, $.01 par value, 5,000,000 shares authorized:
Series A-2 Convertible, 6,000 shares issued and outstanding
at December 31, 1998 and March 31, 1999                                          6,000,000          6,000,000

Common Stock, $.01 par value, 20,000,000 shares authorized,
10,378,440 shares issues and outstanding at December 31, 1998
and 10,398,440 issued and outstanding at March 31, 1999 (unaudited)                103,784            103,984

Additional Paid in Capital                                                      17,748,379         17,765,679

Accumulated Deficit                                                            (20,302,283)       (21,322,618)
                                                                              ------------       ------------

                  Total Stockholders' Equity                                     3,549,880          2,547,045
                                                                              ------------       ------------

                  Total Liabilities & Stockholders' Equity                    $  6,135,859       $  5,081,657
                                                                              ============       ============


</TABLE>


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

                                       3

<PAGE>   4

                            Visual Edge Systems Inc.
                            Statements of Operations
                                   (unaudited)


<TABLE>
<CAPTION>
                                                               FOR THE THREE MONTHS ENDED
                                                                        MARCH 31,
                                                            -------------------------------
                                                                1998               1999
                                                            ------------       ------------
<S>                                                        <C>                <C>         
Sales                                                      $    234,006       $    320,397

Cost of Sales                                                   416,575            479,376
                                                           ------------       ------------ 
Gross Loss                                                     (182,569)          (158,979)
                                                           ------------       ------------ 

Operating Expenses:
  General and Administrative                                    742,585            611,475
  Selling and Marketing                                         292,920            162,951
  Financing Fees                                                 55,117                 --
  Non-cash Stock Compensation Expense                                --             17,500
                                                           ------------       ------------ 
                    Total Operating Expenses                  1,090,622            791,926
                                                           ------------       ------------ 
                    Operating Loss                           (1,273,191)          (950,905)
                                                           ------------       ------------ 


Other Income (Expenses):
  Interest Income                                                46,385             35,449
  Interest Expense                                              (64,314)           (52,640)
  Amortization of Deferred Financing Fees                       (24,088)           (52,239)
                                                           ------------       ------------ 
                   Total Other Income (Expenses)                (42,017)           (69,430)
                                                           ------------       ------------ 
                    Net Loss                                 (1,315,208)        (1,020,335)

Preferred Stock dividend                                       (245,000)                --
                                                           ------------       ------------ 
Net Loss to common stockholders                            $ (1,560,208)      $ (1,020,335)
                                                           ============       ============ 

Net Loss per Share, basic and diluted:                     $      (0.29)      $      (0.10)
                                                           ============       ============ 

Weighted average common shares outstanding                    5,427,807         10,395,329
                                                           ============       ============ 


</TABLE>

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


                                       4
<PAGE>   5

                         VISUAL EDGE SYSTEMS INC.
                         STATEMENTS OF CASH FLOWS
                                (unaudited)

<TABLE>
<CAPTION>
                                                                                      For the three months ended
                                                                                                 March 31,
                                                                                      -----------------------------
                                                                                          1998              1999
                                                                                      -----------       -----------
<S>                                                                                   <C>               <C>         
Operating activities:
Net loss                                                                              $(1,315,208)      $(1,020,335)
Adjustments to reconcile net loss to net cash used in operating activities:
       Non-cash stock compensation expense                                                     --            17,500
       Non-cash stock financing fees                                                       25,117                --
       Non-cash interest expenses                                                          30,937                --
       Depreciation and amortization                                                      219,732           222,273
       Amortization of deferred financing expenses                                         24,088            52,239
       Changes in assets and liabilities:
            (Increase)/decrease in accounts receivable                                    (37,311)           18,931
            Decrease in other current assets                                               91,353            16,709
            (Increase)/decrease in prepaid expense - advance royalties                   (101,600)           13,048
            Increase in inventory                                                         (21,856)           (1,978)
            (Increase)/decrease in restricted investments                                  (7,658)           76,423
            Increase/(decrease) in accounts payable                                        47,794           (47,330)
            Increase/(decrease) in accrued expenses                                        12,888           (47,598)
            Increase in other current liabilities                                         269,803           133,897
                                                                                      -----------       -----------
                 Net cash used in operating activities                                   (761,921)         (566,221)
                                                                                      -----------       -----------

Investing activities:
       Capital expenditures                                                               (95,465)           (7,679)
       Proceeds from the sale of assets                                                        --            51,145
       Proceeds from the sale of short-term investments                                 1,050,000           700,000
                                                                                      -----------       -----------
                 Net cash provided by investing activities                                954,535           743,466
                                                                                      -----------       -----------

Financing activities:
       Repayment of borrowings                                                            (98,872)         (142,575)
                                                                                      -----------       -----------
                 Net cash used in financing activities                                    (98,872)         (142,575)
                                                                                      -----------       -----------
                 Net change in cash and cash equivalents                                   93,742            34,670

Cash and cash equivalents at beginning of period                                          224,429           244,346
                                                                                      -----------       -----------
Cash and cash equivalents at end of period                                            $   318,171       $   279,016
                                                                                      ===========       ===========
Supplemental disclosure of cash flow information:
       Cash paid for interest                                                         $    26,933       $    21,702
                                                                                      ===========       ===========

</TABLE>
   The accompanying notes are an integral part of these financial statements.


                                       5

<PAGE>   6
                            VISUAL EDGE SYSTEMS INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                    For the Year Ended December 31, 1998 and
               the Three Months Ended March 31, 1999 (unaudited)

<TABLE>
<CAPTION>
                                                                                     Common Stock                                
                                                                               ----------------------------         Preferred    
                                                                                 Shares            Amount             Stock      
                                                                               ----------       ------------       ------------  
<S>                                                                            <C>              <C>                <C>          
Balance at December 31, 1997                                                    5,316,696       $     53,167       $         --

Preferred stock Series A convertible issued in connection
   with the Infinity financing                                                         --                 --          6,000,000  
Cancellation of Series A convertible Preferred stock issued in
   connection with the Infinity financing                                              --                 --         (6,000,000) 
Series A-2 convertible Preferred stock issued in connection with
   the Infinity financing                                                              --                 --          6,000,000  
Preferred stock embedded dividend                                                      --                 --                 --  
Sale of preferred stock in connection with the Infinity financing                      --                 --          1,550,000  
Redemption of preferred stock in connection with the Infinity financing                --                 --         (1,550,000) 
Issuance of common stock for payment of dividends on preferred stock              302,755              3,028                 --  
Issuance of common stock for payment of interest on convertible debt               80,989                809                 --  
Common stock and warrants issued in connection with the
   Infinity financing amendments                                                  350,000              3,500                 --  
Common stock issued in connection with the Marion equity financing              4,010,000             40,100                 --  
Common stock and warrants issued in connection with the
   Greg Norman agreement                                                          272,000              2,720                 --  
Issuance of common stock for payment of prepaid royalties                          30,000                300                 --  
Exercise of options                                                                16,000                160                 --  
Net loss                                                                               --                 --                 --  
                                                                               ----------       ------------       ------------  
Balance at December 31, 1998                                                   10,378,440            103,784          6,000,000  

Common stock issued for services                                                   20,000                200                 --  
Net loss for three months ending March 31, 1999                                
                                                                               ----------       ------------       ------------  
Balance at March 31, 1999                                                      10,398,440       $    103,984       $  6,000,000  
                                                                               ==========       ============       ============  

</TABLE>

<TABLE>
<CAPTION>
                                                                                 Additional
                                                                                  Paid-in           Accumulated
                                                                                  Capital             Deficit            Total
                                                                               ------------       ------------       ------------
<S>                                                                            <C>                <C>                <C>         
Balance at December 31, 1997                                                    $12,427,394       $(13,618,223)      $ (1,137,662) 

Preferred stock Series A convertible issued in connection
   with the Infinity financing                                                   (2,178,942)                --          3,821,058
Cancellation of Series A convertible Preferred stock issued in
   connection with the Infinity financing                                         6,000,000                 --                 -- 
Series A-2 convertible Preferred stock issued in connection with
   the Infinity financing                                                        (6,000,000)                --                 -- 
Preferred stock embedded dividend                                                 1,350,000         (1,350,000)                -- 
Sale of preferred stock in connection with the Infinity financing                        --                 --          1,550,000
Redemption of preferred stock in connection with the Infinity financing                  --                 --         (1,550,000)
Issuance of common stock for payment of dividends on preferred stock                484,240           (487,268)                -- 
Issuance of common stock for payment of interest on convertible debt                123,972                 --            124,781
Common stock and warrants issued in connection with the
   Infinity financing amendments                                                    260,909                 --            264,409
Common stock issued in connection with the Marion equity financing                4,678,678                 --          4,718,778
Common stock and warrants issued in connection with the
   Greg Norman agreement                                                            290,088                 --            292,808
Issuance of common stock for payment of prepaid royalties                           299,700                 --            300,000
Exercise of options                                                                  12,340                 --             12,500
Net loss                                                                                 --         (4,846,792)        (4,846,792)
                                                                               ------------       ------------       ------------
Balance at December 31, 1998                                                     17,748,379        (20,302,283)         3,549,880

Common stock issued for services                                                     17,300                 --             17,500
Net loss for three months ending March 31, 1999                                                     (1,020,335)        (1,020,335)
                                                                               ------------       ------------       ------------
Balance at March 31, 1999                                                      $ 17,765,679       $(21,322,618)      $  2,547,045
                                                                               ============       ============       ============

</TABLE>

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


                                       6
<PAGE>   7

                            VISUAL EDGE SYSTEMS INC.
                          NOTES TO FINANCIAL STATEMENTS
                                    UNAUDITED

(1)   BASIS OF PRESENTATION

      The financial statements included herein have been prepared by Visual Edge
      Systems Inc. (the "Company") without audit, pursuant to the rules and
      regulations of the Securities and Exchange Commission. Certain information
      and footnote disclosures normally included in financial statements
      prepared in accordance with generally accepted accounting principles have
      been condensed or omitted pursuant to such rules and regulations. In the
      opinion of management, the accompanying unaudited financial statements
      include all necessary adjustments (consisting only of normal recurring
      adjustments) necessary to present fairly the financial position, results
      of operations and cash flows of the Company. The results of operations and
      cash flows for the three month period ended March 31, 1999, are not
      necessarily indicative of the results of operations or cash flows that may
      be reported for the year ended December 31, 1999. The unaudited financial
      statements included herein should be read in conjunction with the audited
      financial statements and the notes thereto included in the Company's Form
      10-KSB/A for the year ended December 31, 1998.

(2)   COMMITMENTS AND CONTINGENCIES

      (a)   CONTINUED COMPLIANCE WITH NASDAQ SMALLCAP LISTING REQUIREMENTS

      On March 1,1999, the minimum bid price of the Company's shares had been
      less than $1.00 per share for thirty consecutive business days and in
      accordance with Nasdaq's listing requirements, the Company received notice
      from Nasdaq regarding the minimum bid price of the Company's shares. The
      Company must achieve compliance with Nasdaq's rules by June 1, 1999 or the
      Company's Common Stock could be delisted. According to Nasdaq's rules, the
      Company can achieve compliance if the minimum bid price of the Company's
      shares is above $1.00 per share for at least ten consecutive business days
      during the ninety-day compliance period. Exclusion of the Company's shares
      from Nasdaq would adversely affect the market price and liquidity of the
      Company's equity securities.

      (b)   NEED FOR ADDITIONAL FINANCING

      As a result of the Company's continuing losses and the low market price of
      its Common Stock, the Company believes that it will be very difficult, if
      not impossible, for it to raise additional capital in the future. As of
      April 28, 1999, the Company had a total of cash and cash equivalents and
      certificates of deposit of approximately $1,222,425. Management believes
      that projected 1999 revenues, when combined with planned cost savings and
      existing financial resources will be sufficient to fund operations at
      least through January 1, 2000. If the Company is unable to become
      profitable in the near future or raise new funds, it will exhaust its cash
      resources and will be unable to continue in business.



                                       7
<PAGE>   8

                            VISUAL EDGE SYSTEMS INC.



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

The following discussion contains, in addition to historical information,
"forward-looking statements" with respect to Visual Edge Systems Inc. (the
"Company") which represents the Company's expectations or beliefs, including,
but not limited to, statements concerning industry performance, the Company's
operations, performance, financial condition, growth strategies, margins, and
growth in sales of the Company's products. For this purpose, any statements
contained in this report that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the generality of the
foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"intend," "could," "estimate," or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, certain of which are beyond the Company's control, and actual
results may differ materially depending on a variety of important factors. Such
factors include, but are not limited to, the Company's limited availability of
cash and working capital; operating losses and accumulated deficit; limited
operating history; risks related to operations; competition; risk related to
trademarks and proprietary rights; dependence on management; and other factors
discussed in the Company's filings with the Securities and Exchange Commission.

      GENERAL

            Visual Edge Systems Inc. (the "Company") was organized to develop
            and market personalized videotape golf lessons featuring ONE-ON-ONE
            instruction by leading professional golfer Greg Norman. The Company
            has developed video production technology which digitally combines
            actual video footage of a golfer's swing with a synchronized
            "split-screen" comparison to Greg Norman's golf swing to produce a
            45-minute ONE-ON-ONE videotape golf lesson. The Company's ONE-ON-ONE
            personalized videotape golf lesson analyzes a golfer's swing by
            comparing it to Greg Norman's swing at several different club
            positions from two camera angles using Greg Norman's pre-recorded
            instructional commentary and analysis and computer graphics to
            highlight important golf fundamentals intended to improve a golfer's
            performance. The Company sells its products under the name
            "ONE-ON-ONE WITH GREG NORMAN".

            The Company's marketing strategy is to sell ONE-ON-ONE videotapes to
            (a) various organizers of amateur corporate, charity and member golf
            tournaments (who typically offer gifts to tournament participants),
            golf professionals at private and daily fee golf courses and driving
            ranges and indoor event planners who organize trade shows,
            conventions, sales meetings, retail store openings and promotions
            and automobile dealer showroom promotions, (b) corporations who will
            give the ONE-ON-ONE WITH GREG NORMAN lesson as customer and employee
            appreciation gifts instead of gifts such as golf balls with logos,
            fruit baskets or chocolates, (c) individual golfers or persons who
            wish to give a gift to a golfer via the Internet or a planned thirty
            minute infomercial, and (d) corporations who will use the ONE-ON-ONE
            product as an incentive to entice individuals to purchase or use
            their product or service.

            To implement its marketing and business strategy, the Company has
            built 17 mobile ONE-ON-ONE production facilities ("vans") equipped
            with video and personal computer equipment to market, promote and
            produce the Company's products. The Company locates its ONE-ON-ONE
            vans in selected geographic areas that service golf courses and
            driving ranges throughout the 


                                       8
<PAGE>   9

            United States, and has placed its first vans in Arizona, California,
            Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, New
            Jersey, New York, Ohio, Pennsylvania, Texas and Ontario, Canada. The
            vans travel to golf courses and corporate events to film
            participants and produce the ONE-ON-ONE lessons on-site. The Company
            has also opened authorized ONE-ON-ONE videotaping centers in key
            cities throughout the country which allow recipients of ONE-ON-ONE
            gift certificates or certificates which may in the future be
            obtained through a planned infomercial to redeem their certificates
            and receive their personalized ONE-ON-ONE video golf lesson. These
            videotaping centers are permanent, part time locations which the
            Company has developed in partnership with existing retail
            establishments such as driving ranges, golf courses, automobile
            dealerships and other retailers. Additionally, in the first quarter
            of 1999, the Company signed an agreement and launched the ONE-ON-ONE
            concept in the United Kingdom, which guarantees the Company royalty
            income over the next three years. In the first quarter of 1999,
            approximately 84% of the Company's revenue was derived from van
            service and 16% was related to the United Kingdom royalties. The
            Company expects that the videotaping centers will account for less
            than 10% during all of 1999, although this amount may be affected by
            the impact of the planned infomercial. The infomercial has been
            completed and is currently awaiting approval from Greg Norman and
            Great White Shark Enterprises, Inc. The Company expects to begin
            testing the infomercial in late May in three markets. The Company
            has incurred no costs related to the infomercial's development,
            because it licensed development rights to an independent third party
            infomercial company. Delays in testing the infomercial have been
            related to editing delays by the third party.

            The Company is marketing the gift certificate program as corporate
            incentive and promotional product and is selling the certificates
            directly to golfers via the Company's web site. Sales to
            corporations are handled by the Company's sales force and
            independent sales representatives.

      OPERATING MARGINS AND OVERHEAD STRUCTURE

            Approximately 25% of the cost of sales are variable costs related to
            making the sale. These costs include the cost of the videotapes,
            royalties to Greg Norman and salesmen's commissions. The remaining
            75% of each sales dollar is contributed to the Company's fixed
            operating costs which includes operator salaries, vehicle storage
            and van depreciation and the Company's fixed overhead expenses. As
            soon as the Company achieves sales levels sufficient to offset its
            fixed operating costs, the Company believes that 75% of each sales
            dollar will result in income before taxes. The Company believes that
            sales of $6,500,000 to $7,000,000 are needed before it may be able
            to generate profits. Management believes that the Company will not
            achieve these sales levels in 1999 and no assurance can be given
            that the Company will ever achieve such sales levels or that the
            variable costs will remain constant as a percent of sales or that
            the Company will not incur additional fixed costs.

      RESULTS OF OPERATIONS

      For the three months ended March 31, 1999 ("Q1-99") as compared to the
      three months ended March 31, 1998 ("Q1-98").

            Sales for Q1-99 increased 37% to $320,397 as compared to $234,006
            for Q1-98. The increase in sales in 1999 as compared to 1998 is
            primarily due to the Company's marketing efforts. The cost of sales
            for Q1-99 as compared to Q1-98 increased by 15%. The increase in the
            cost of 



                                       9
<PAGE>   10

            sales is primarily attributable to the increase in commissions. In
            accordance with the Company's cost reduction strategy, the Company's
            sales force in Q1-99 was paid a higher commission in lieu of salary,
            while in Q1-98 the commission rates were lower but accompanied by a
            salary. In addition there was an increase in the royalties to Greg
            Norman as a result of the new agreement. The increases in the
            expenses are all directly related to sales. These increases were
            partially offset by a reduction in operator salaries related to
            videotape production.

            The Company's gross loss decreased 13% to $158,979 for Q1-99
            as compared to $182,569 for Q1-98. The decrease in gross loss
            in 1999 as compared to 1998 is primarily due to significant
            cost reductions that were initiated in the last quarter of
            1998.

            Operating expenses for Q1-99 decreased 27% to $791,926 as compared
            to $1,090,622 for Q1-98. The decrease in operating expenses reflects
            reductions in corporate overhead that were initiated in the last
            quarter of 1998. The decrease in operating expenses is attributable
            to a decrease in General & Administrative salaries, Sales &
            Marketing salaries, training and recruitment, advertising and
            financing fees.

            Operating loss for Q1-99 decreased 25% to $950,905, as compared to
            $1,273,191 for Q1-98.

            The Company earned $35,449 in interest income for Q1-99, as compared
            to $46,385 for Q1-98. Interest expense for Q1-99 was $52,640, as
            compared to $64,314 for Q1-98. The decrease in interest expense is
            primarily due to the conversion of the June Financing Notes to
            Preferred Stock.

            Net loss for Q1-99 decreased 22% to $1,020,335, as compared to
            $1,315,208 for Q1-98. Net loss per share for Q1-99 decreased 66% to
            $.10, as compared to $.29 for Q1-98. The decreases in operating and
            net loss in Q1-99 as compared to Q1-98 resulted from decreased gross
            loss and decreased operating expenses in Q1-99 resulting from the
            cost reduction strategy implemented in the fourth quarter of 1998.
            The decrease in net loss per share in Q1-99 as compared to Q1-98 is
            attributable to both a decrease in net loss and an increase in the
            number of shares outstanding which is partially offset by Preferred
            Stock dividends recorded in Q1-98.

      LIQUIDITY AND CAPITAL RESOURCES

            On March 31, 1999, the Company had cash and cash equivalents of
            $279,016, unrestricted short-term investments (certificates of
            deposit) of $1,050,000 and working capital of $933,245, as compared
            to cash and cash equivalents of $244,346, unrestricted short-term
            investments (certificates of deposit) of $1,750,000 and working
            capital of $1,269,548 at December 31, 1998. Net cash used in
            operating activities for Q1-99 was $566,221, which was used to fund
            the Company's losses. Net cash provided by investing activities was
            $743,466 and $142,575 was used in financing activities for a total
            increase in cash and cash equivalents of $34,670. Net cash used in
            operating activities for Q1-98 was $761,921. Net cash provided by
            investing activities in Q1-98 was $954,535 and $98,872 was used in
            financing activities, for a total increase in cash and cash
            equivalents in Q1-98 of $93,742.

            On March 31, 1999, the Company had stockholders' equity of
            $2,547,045, as compared to stockholders' equity of $3,549,880 at
            December 31, 1998.



                                       10
<PAGE>   11

            The Company anticipates that its current capital resources, when
            combined with anticipated cash flows from operations will be
            sufficient to satisfy the Company's contemplated working capital
            requirements for the year ending December 31, 1999. However, there
            can be no guarantee that the Company's anticipated cash flow from
            operations and sales will be realized. If the Company is unable to
            realize the anticipated cash flows, or raise additional equity, it
            may exhaust its cash resources by the year-end and may be forced to
            curtail or cease its operations.

      SEASONALITY

            The Company's business is seasonal with higher sales in the second
            and third quarters of each fiscal year.

      THIRD PARTY REPORTS

            The Company does not make financial forecasts or projections nor
            endorse the financial forecasts or projections of third parties nor
            does it comment on the accuracy of third party reports. The Company
            does not participate in the preparation of the reports or the
            estimates given by the analysts. Analysts who issue financial
            reports are not privy to non-public financial information. Any
            purchase of the Company's securities based on financial estimates
            provided by analysts or third parties is done entirely at the risk
            of the purchaser.

            The Company periodically issues press releases to update
            shareholders on new developments. These releases may contain certain
            statements of a forward-looking nature relating to future events or
            the future financial performance of the Company within the meaning
            of Section 27A of the Securities Act of 1933, as amended, and
            Section 21E of the Securities Exchange Act of 1934, as amended, and
            which are intended to be covered by the safe harbors created
            thereby. Readers are cautioned that such statements are only
            predictions and that actual events or results may differ materially.
            In evaluating such statements, readers should specifically consider
            the various risk factors identified which could cause actual results
            to differ materially from those indicated by such forward-looking
            statements.

      YEAR 2000 COMPUTER ISSUE

            The Company has completed its assessment of the impact of Year 2000
            on its business including its readiness of internal accounting and
            operating systems and communicated with key suppliers regarding
            their exposure to Year 2000 issues. The Company anticipates that its
            business operations will electronically interact with third parties
            very minimally, if at all. The Company's Year 2000 risks from third
            parties are insignificant. Management believes that the Company's
            worst case scenario would involve delays in receiving videotapes
            from its supplier. The Company will stockpile videotapes used in
            production before the 1999 year-end, so as not to run short if its
            vendor cannot supply the Company. The majority of the Company's
            systems consist of packaged software purchased from vendors which
            are already Year 2000 compliant, based on representations from the
            vendors. The Company has addressed both Information Technology and
            Non-Information Technology concerns; for instance, the network file
            servers have been designed to handle Year 2000 issues, and the
            recently installed telephone system is designed to handle Year 2000
            issues. The Company is not presently aware of any significant
            expenditures which will be necessitated in order to be ready for the
            Year 2000, although there can be no assurances that significant
            expenditures may not be required in the future. The Company
            presently believes that the Year 2000 issue will not have a material
            impact on the 



                                       11
<PAGE>   12

            Company's business or operations; however, there can be no guarantee
            that the Company will be unaffected or in the level of timely
            compliance by key suppliers or vendors which could impact the
            Company's operations including, but not limited to, disruptions to
            the Company's business.









                                       12
<PAGE>   13

                            VISUAL EDGE SYSTEMS INC.

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          The Company is not presently a party to any material litigation.

ITEM 2.   CHANGES IN SECURITIES

          None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None

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

          None

ITEM 5.   OTHER INFORMATION

          None







                                       13
<PAGE>   14

EXHIBITS AND REPORTS ON FORM 8-K

            (a) Exhibits

         3.1      Certificate of Incorporation of the Company, as amended
                  (Incorporated by reference to Exhibit 3.1 to Amendment No. 2
                  to the Registrant's Registration Statement on Form SB-2
                  (Registration No. 333-5193) effective July 24, 1996)

         3.2      Amended and Restated By-Laws of the Company (Incorporated by
                  reference to Exhibit 3.2 to Amendment No. 1 to the
                  Registrant's Registration Statement on Form SB-2 (Registration
                  No. 333-5193) effective July 24, 1996)

         4.1      Form of Specimen Common Stock Certificate (Incorporated by
                  reference to Exhibit 4.1 to Amendment No. 1 to the
                  Registrant's Registration Statement on Form SB-2 (Registration
                  No. 333-5193) effective July 24, 1996)

         4.2      Form of Specimen Redeemable Warrant Certificate (Incorporated
                  by reference to Exhibit 4.2 to Amendment No. 1 to the
                  Registrant's Registration Statement on Form SB-2 (Registration
                  No. 333-5193) effective July 24, 1996)

         4.3      Form of Warrant Agreement between the Company and Whale
                  Securities Co., L.P. (Incorporated by reference to Exhibit 4.3
                  to the Registrant's Registration Statement on Form SB-2
                  (Registration No. 333-5193) effective July 24, 1996)

         4.4      Form of Warrant among American Stock Transfer & Trust Company,
                  the Company and Whale Securities Co., L.P. (Incorporated by
                  reference to Exhibit 4.4 to the Registrant's Registration
                  Statement on Form SB-2 (Registration No. 333-5193) effective
                  July 24, 1996)

         4.5      Form of Warrant Certificate issued to investors in the March
                  1997 Bridge Financing (Incorporated by reference to the
                  Registrant's Registration Statement on Form SB-2 (Registration
                  No. 333-24675) filed April 7, 1997)

         4.6      Form of Common Stock Purchase Warrant issued to investors in
                  the Infinity Bridge Financing (Incorporated by reference to
                  Exhibit 99.4 to the Registrant's Current Report on Form 8-K
                  filed June 23, 1997)

         4.7      Form of Convertible Note issued to investors in the Infinity
                  Bridge Financing (Incorporated by reference to Exhibit 99.5 to
                  the Registrant's Current Report on Form 8-K filed June 23,
                  1997)

         4.8      Form of Common Stock Purchase Warrant issued to Vision
                  Financial Group, Inc. (Incorporated by reference to Exhibit
                  4.8 to the Registrant's Quarterly Report on Form 10-QSB filed
                  November 14, 1997)

         4.9      Form of Common Stock Purchase Warrant issued to investors in
                  the Infinity Bridge Financing in connection with the amendment
                  to such financing (Incorporated by reference to Exhibit 99.3
                  to the Registrant's Current Report on Form 8-K filed February
                  9, 1998)

         10.1     License Agreement, dated March 1, 1995, between Great White
                  Shark Enterprises, Inc. and the Company, as supplemented
                  (Incorporated by reference to Exhibit 10.1 to the Registrant's
                  Registration Statement on Form SB-2 (Registration No.
                  333-5193) effective July 24, 1996)



                                       14
<PAGE>   15

         10.2     Amendment to License Agreement, dated as of June 3, 1997, by
                  and among the Company, Greg Norman and Great White Shark
                  Enterprises, Inc. (Incorporated by reference to Exhibit 99.1
                  to the Registrant's Current Report on Form 8-K/A filed June
                  27, 1997)

         10.3     Employment Agreement, dated as of January 1, 1996, between
                  Earl Takefman and the Company, as amended (Incorporated by
                  reference to Exhibit 10.3 to the Registrant's Registration
                  Statement on Form SB-2 (Registration No. 333-5193) effective
                  July 24, 1996).

         10.4     Employment Agreement, dated as of May 1, 1996, between Thomas
                  S. Peters and the Company, as amended (Incorporated by
                  reference to Exhibit 10.5 to the Registrant's Registration
                  Statement on Form SB-2 (Registration No. 333-5193) effective
                  July 24, 1996)

         10.5     Amended and Restated 1996 Stock Option Plan (Incorporated by
                  reference to the Company's 1996 definitive Proxy Statement)

         10.6     Employment Agreement, dated as of June 1, 1996, between
                  Richard Parker and the Company, as amended (Incorporated by
                  reference to Exhibit 10.9 to Amendment No. 1 to the
                  Registrant's Registration Statement on Form SB-2 (Registration
                  No. 333-5193) effective July 24, 1996)

         10.7     Assignment, dated April 19, 1996 from Thomas S. Peters to the
                  Company (Incorporated by reference to Exhibit 10.11 to the
                  Registrant's Registration Statement on Form SB-2 (Registration
                  No. 333-5193) effective July 24, 1996)

         10.8     Share and Warrant Purchase Agreement, dated as of February 27,
                  1997, between the Company and Status-One Investments Inc.
                  (Incorporated by reference to Exhibit 10.11 to the
                  Registrant's Registration Statement on Form SB-2 (Registration
                  No. 333-24675) filed April 7, 1997)

         10.9     Bridge Securities Purchase Agreement, dated as of June 13,
                  1997, among the Company and Infinity Investors Limited,
                  Infinity Emerging Opportunities Limited, Sandera Partners,
                  L.P. and Lion Capital Partners, L.P. (collectively with their
                  transferees, the "Funds") (Incorporated by reference to
                  Exhibit 99.1 to the Registrant's Current Report on Form 8-K
                  filed June 23, 1997)

         10.10    Registration Rights Agreement, dated as of June 13, 1997,
                  among the Company and the Funds (Incorporated by reference to
                  Exhibit 99.2 to the Registrant's Current Report on Form 8-K
                  filed June 23, 1997)

         10.11    Transfer Agent Agreement, dated as of June 13, 1997, among the
                  Company, the Funds and American Stock Transfer & Trust Company
                  (Incorporated by reference to Exhibit 99.3 to the Company's
                  Report on Form 8-K filed June 23, 1997).

         10.12    Purchase Agreement, dated as of March 27, 1998, among the
                  Company and Marion Interglobal, Ltd. (Incorporated by
                  reference to Exhibit 10.16 to the Registrant's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 1997).

         10.13    Registration Rights Agreement, dated as of March 27, 1998,
                  among the Company and Marion Interglobal, Ltd. (Incorporated
                  by reference to Exhibit 10.17 to the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1997).


                                       15

<PAGE>   16
         10.14    First Amendment to Bridge Securities Purchase Agreement and
                  Related Documents, dated as of December 31, 1997, among the
                  Company and the Funds (Incorporated by reference to Exhibit
                  99.1 to the Registrant's Current Report on Form 8-K filed
                  February 9, 1998)

         10.15    Second Amendment to Bridge Securities Purchase Agreement and
                  Related Documents, dated as of March 27, 1998, among the
                  Company, Infinity Investors Limited, Infinity Emerging
                  Opportunities Limited, Summit Capital Limited (as the
                  transferee of Sandera Partners, L.P.) and Glacier Capital
                  Limited (as the transferee of Lion Capital Partners, L.P.)
                  (Incorporated by reference to Exhibit 10.18 to the
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1997).

         10.16    Third Amendment to Bridge Securities Purchase Agreement and
                  Related Documents, dated as of December 29, 1998, among the
                  Company, Infinity Investors Limited, IEO Holdings Limited (as
                  the transferee from Infinity Emerging Opportunities Limited),
                  Summit Capital Limited (as the transferee of Sandera Partners,
                  L.P.) and Glacier Capital Limited (as the transferee of Lion
                  Capital Partners, L.P.) (Incorporated by reference to Exhibit
                  99.1 to the Registrant's Current Report on Form 8-K filed
                  January 8, 1999).

         10.17    Security Agreement, dated February 6, 1998, between the
                  Company and HW Partners, L.P., as agent for and representative
                  of the Funds. (Incorporated by reference to Exhibit 99.2 to
                  the Registrant's Current Report on Form 8-K filed February 6,
                  1998).

         10.18    Form of Warrant Certificate. (Incorporated by reference to
                  Exhibit 99.3 to the Registrant's Current Report on Form 8-K
                  filed February 6, 1998).

         10.19    Amendment, dated as of December 31, 1998, to License Agreement
                  dated as of March 1, 1995, by and between Greg Norman and
                  Great White Shark Enterprises, Inc. and the Company, as
                  amended on April 19, 1996, October 18, 1996 and June 3, 1997
                  (Incorporated by reference to Exhibit 10.19 to the 
                  Registrant's Annual Report on Form 10-KSB filed March 31,
                  1999).
 
         16       Letter, dated November 14, 1997, from KPMG Peat Marwick LLP to
                  the Securities and Exchange (Incorporated by reference to
                  Exhibit 1 to the Registrant's Current Report on Form 8-K/A
                  filed November 19, 1997)

         27*      Financial Data Schedule



* Filed herewith.

                  (b) Reports on Form 8-K 

                  None



                                       16
<PAGE>   17

                                   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.

                                       VISUAL EDGE SYSTEMS INC.



                                       /s/ Earl T. Takefman
                                       ---------------------------------------
                                       Earl T. Takefman
May 14, 1999                           Chief Executive Officer



                                       /s/ Melissa Forzly
                                       ---------------------------------------
                                       Melissa Forzly
May 14, 1999                           Chief Financial Officer














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