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

                              FORM 10-QSB

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

     For the quarter ended March 31, 1999
                           --------------

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

     For the transition period from               to
                                    -------------    -------------

                   Commission File No.:0-23819 


                    COLE COMPUTER CORPORATION
                       --------------------     
          (Name of Small Business Issuer in its Charter)

         NEVADA                                        76-0547762
         ------                                        ----------         
(State or Other Jurisdiction of                (I.R.S. Employer I.D. No.)
 incorporation or organization)

                      11711 South Portland
                 Oklahoma City, Oklahoma 73170
                    -----------------------    
             (Address of Principal Executive Offices)

            Issuer's Telephone Number: (405) 692-5351

                               N/A
                               ---
  (Former Name or Former Address, if changed since last Report)

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  

     (1)   Yes  X    No            (2)   Yes  X    No  
               ---      ---                  ---      ---


               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS 
                       DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.  Yes____        No ___        
  
                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                                March 31, 1999

                          Common - 9,990,900 shares

                    DOCUMENTS INCORPORATED BY REFERENCE

                              NONE.

Transitional Small Business Issuer Format   Yes  X   No 
                                                ---     ---

                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

          The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes.  In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.


<TABLE>
                    COLE COMPUTER CORPORATION
                    CONSOLIDATED BALANCE SHEET
                       As of March 31, 1999
<CAPTION>
<S>                                                            <C>
CURRENT ASSETS
  Cash                                                          $   58,586 
  Accounts receivable                                              126,921 
  Inventory                                                        880,275 
  Other current assets                                              10,588 
     Total Current Assets                                        1,076,370 

EQUIPMENT, less accumulated depreciation of $38,923                 66,817 

          TOTAL ASSETS                                          $1,143,187 


CURRENT LIABILITIES
  Current portion of installment 
     notes payable                                              $    9,332 
  Demand note payable to stockholder                                52,046 
  Accounts payable                                                 666,326 
  Accrued expenses                                                 116,927 

     Total Current Liabilities                                     844,631 
LONG-TERM DEBT, net of current portion                              22,009 

     Total Liabilities                                             866,640 

STOCKHOLDERS' EQUITY
   Common stock, $.001 par value, 25,000,000
     shares authorized, 9,990,900 shares
     issued and outstanding                                          9,991 
   Paid in capital                                                 495,704 
   Retained earnings (Deficit)                                   ( 229,148)

     Total Stockholders' Equity (Deficit)                          276,547 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $1,143,187 
</TABLE>
<TABLE>
                    COLE COMPUTER CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME
            Three Months Ended March 31, 1999 and 1998
<CAPTION>

                                                      1999         1998    
<S>                                               <C>          <C>
REVENUES                                           $2,562,892   $1,619,753 

COST OF SALES
  Materials                                         2,151,609    1,334,710 
  Labor                                                87,058       40,842 
  Other                                                51,834       21,141 
     Total Cost of Sales                            2,290,501    1,396,693 

  GROSS MARGIN                                        272,391      223,060 

Selling expenses                                      165,359       94,942 
General and administrative                            131,073       85,819 

     NET INCOME (LOSS) FROM OPERATIONS              (  24,041)      42,299 

Interest (income)                                   (      29)   (      59)
Interest expense                                          715        5,764 

     NET INCOME (LOSS) BEFORE TAXES                 (  24,727)      36,594 

INCOME TAX                                                           3,530 

     NET INCOME (LOSS)                             $(  24,727)  $   33,064 


Income (loss) per common share                         $(.002)      $ .004 
Weighted average shares outstanding                 9,975,900    7,300,002 
</TABLE>
<TABLE>
                    COLE COMPUTER CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOW
            Three Months Ended March 31, 1999 and 1998
<CAPTION>

                                                        1999        1998   
<S>                                                 <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                  $( 24,726)   $ 33,064 
  Adjustments to reconcile net income to net
    cash provided by operating activities: 
    Depreciation                                         5,219       4,574 
  Change in cash from:
    Accounts receivable                               ( 40,863)   (  1,955)
    Inventory                                         (228,679)   (132,064)
    Other current assets                                             4,179 
    Accounts payable                                   111,879      57,597 
    Accrued expenses                                  ( 38,656)   (  1,130)
    Income taxes payable                                             3,530 
     NET CASH FROM OPERATING ACTIVITIES               (215,826)   ( 32,206)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                               (  2,701)   ( 20,468)

CASH FLOWS FROM FINANCING ACTIVITIES 
  Sales of common stock                                 50,000 
  Advances by stockholders                               2,982      48,153 
  New installment loans                                             20,468 
  Principal payments on installment loans             (  2,286)   (  4,318)
     NET CASH FROM FINANCING ACTIVITIES                 50,695      64,303 

NET INCREASE (DECREASE) IN CASH                       (167,832)     11,629 
CASH ON HAND - beginning of period                     226,418      22,960 

             - end of period                          $ 58,586    $ 34,589 
  
SUPPLEMENTAL DISCLOSURES
  Interest paid                                       $    715    $  5,765 
  Income taxes paid                                          0           0 
</TABLE>
                    COLE COMPUTER CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim financial statements of Cole Computer
Corporation have been prepared in accordance with generally accepted
accounting principles and the rules of the Securities and Exchange Commission. 
In the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for interim periods are not necessarily indicative of
the results to be expected for the full year.
<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.
------------------

          Computer Masters has developed the unique opportunity in the
computer markets with sales of parts, software, upgrade components and custom
designed computer systems coupled with quality and personal service to retail
and wholesale customers as well as local, state and federal government
agencies.

          This market niche exists because of the monumental and rapid changes
in the computer industry wherein a computer system from last year (or even
last
month) needs to be upgraded due to technology advances. The ultimate design of
every computer system today must consider the need for interchangeable parts
so
that these systems can be upgraded, with ease, when future technology advances
are made.

          Computer Masters has sought to fill this market need by its
selection
of strategic suppliers, including Advanced Micro Devices, Microsoft and many
others, and has grown with such partners to now hold direct purchasing power,
which provides a substantial economic advantage over other competitors in its
area of focus.

          Computer Masters has found that rural and small-town computer
markets
have been left alone by the major computer companies which have chosen to
focus
on sales or complete systems alone or by major retailers who fail to offer
parts,
upgrade components or professional support to the computer user.

          From its home base in central Oklahoma, Computer Masters has and
will continue to be in the development of select market areas in the Midwest,
especially rural and "small-town" America, which have been neglected by major
computer retailers. This niche currently seeks personal contact with quality
support and services to meet their information systems needs, no matter if
such consumer is a family, small business, school district, federal government
agency or military forces base.          

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

         The Company achieved revenues from commercial operations of
$2,562,892 for the quarter ended March 31, 1999, as compared to $1,619,753 for
the quarter ended March 31, 1998.  Such revenues were derived from sales of
computer systems, component parts and upgrade parts from its nine storefront
locations in Oklahoma and Arkansas.  During 1998, the Company opened four new
locations and is pleased to report significant activity accomplishments at
each existing and new location.

          During 1998, the Company's gross profit margin was an estimated
10.7% of net sales.   This includes wholesale, government and retail sales
activities.  No single customer accounted for more than 10% of sales
activities for the year.  This gross margin percentage reflects the opening of
four new store fronts in 1998.

          The Company incurred a ($24,727) net loss after taxes for the
quarter ended March 31, 1999, as compared to a net income of $33,064 after
taxes for the quarter ended March 31, 1998.  Such activities include all costs
of operations along with incurred or accrued costs from the reorganization
activities between the public corporation and the privately held Computer
Masters.

Liquidity.
----------

           The Company had current assets of $58,586 in cash, $126,921 in
Accounts Receivable and $880,275 of inventory.  The Company had trade accounts
payable of $666,326, accrued purchases/expenses of $116,927, along with
current portions of installments and notes payable of $9,332.

          The Company also raised $392,900 through the sale of 392,900 shares
of its common stock ("restricted securities") during 1998.

Year 2000
---------

          All hardware products sold by the Company are Year 2000 compliant. 
However, the Company accepts no responsibility or Y2K compliance with regards
to software.  Software compliance is the sole responsibility of its respective
manufacturers.

          The Company can give no assurance that third parties with whom it
intends to do business will ensure Year 2000 compliance in a timely manner or
that, if they do not, their computer systems will not have an adverse effect
on the Company.  However, the Company does not believe that Year 2000
compliance issues of third parties will result in a material adverse
effect on its financial condition or results of operations.

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

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

          No matter was submitted to a vote of the Company's security holders
during the first quarter of the calendar year covered by this Report.

Item 5.   Other Information.

          None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.
                                               
          (a)  Exhibits.
               
               None.

          (b)  Reports on Form 8-K.

               None.


                            SIGNATURES

          Pursuant to the requirements 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.

                                    COLE COMPUTER CORPORATION


Date: 5/20/99                       By/s/Homer O. Cole III  
      ------------                      --------------------------
                                        Homer O. Cole III, Director 
                                        and President


Date: 5/20/99                       By/s/Cynthia A. Cole
      ------------                      ----------------------
                                        Cynthia A. Cole, Director
                                        and Secretary/Treasurer 

          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:

                                    COLE COMPUTER CORPORATION
  

Date: 5/20/99                       By/s/Homer O. Cole III 
      ------------                      ----------------------
                                        Homer O. Cole III, Director 
                                        and President


Date: 5/20/99                       By/s/Cynthia A. Cole 
      ------------                      ------------------------------
                                        Cynthia A. Cole, Director
                                        and Secretary/Treasurer 

Date: 5/20/99                       By/s/Kam Mar
      ------------                      ------------------------------
                                        Kam Mar, Director 


Date: 5/20/99                       By/s/S. F. Hartley, D.P.M. 
      ------------                      ------------------------------
                                        S. F. Hartley, D.P.M., Director