UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)
[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 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
For the transition period from_________________ to _____________________________

Commission file number 0-14621
                       -------

                          NEW SKY COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           NEW YORK                                   16-1229730
- --------------------------------              -------------------------------
(State or other jurisdiction of               (I.R.S. Employer Identification
incorporation or organization)                         Number)

       731 POWERS BUILDING, 16 WEST MAIN STREET, ROCHESTER, NEW YORK 14614
       -------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (716) 454-5490
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                  ---------------------------------------------
   (Former name, former address and fiscal year, if changed since last report)

         Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and 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_____________

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities and
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes______________ No_______________

                      APPLICABLE ONLY TO CORPORATE ISSUERS
         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. 193,736,923 as of
April 1, 1999

                         PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.                Item 2. Management's Discussion and
        Provide the information required         Analysis of Financial Condition
        by Rule 10-01 of Regulation S-X          and Results of Operations.
        (17CFR Part 210).                        Item 303 of Regulation S-K 
                                                 (Sec. 229.303 of this chapter).





                                      INDEX

PART I - FINANCIAL INFORMATION                                          PAGE(S)

Statement of Operations
  Three months ending 3/31/99 & 3/31/98                                   3

Consolidated Balance Sheet
  As of 3/31/99 & 12/31/98                                              4 & 5

Statement of Cash Flows
  Three months ended 3/31/99 & 3/31/98                                     6

Management's Discussion of Statement of
  Income and Financial Condition                                        7 - 9

PART II - OTHER INFORMATION & SIGNATURES                                 10

Exhibits                                                               11 - 14

Financial Data Summary                                                   15
















                                     Page 2









                                                       

                          NEW SKY COMMUNICATIONS, INC.
                           STATEMENT OF INCOME (LOSS)
                                   (UNAUDITED)




                                                        FOR THREE MONTHS ENDED
                                                        ----------------------
                                                        MARCH 31,      MARCH 31, 
                                                         1999            1998

                                                                      
Gross Film Receipts                                    $      0        $      0
  Less: Amortized Film Costs                           $      0        $      0
                                                       --------        --------
Net Film Receipts                                      $      0        $      0
                                                       --------        --------

General and Administrative Expenses                    $  7,500        $ 44,239
                                                       --------        --------

Income (Loss) Before Other Income
  and Related Expenses                                 $ (7,500)       $(44,239)
                                                       --------        --------

Other Income (Loss)                                    $      0        $      0
                                                       --------        --------

Income (Loss)                                          $ (7,500)       $(44,239)
                                                       ========        ========

Net Per Common Share                                      NIL             NIL
                                                       ========        ========





                                     Page 3





                          NEW SKY COMMUNICATIONS, INC.
                                  BALANCE SHEET
                  (As of March 31, 1999 and December 31, 1998)





                                     ASSETS

                                     MARCH 31, 1999     DECEMBER 31, 1998
                                      (UNAUDITED)          (AUDITED)
                                     --------------     ------------------


Current Assets:
                                                                     
  Cash and Cash Items                $        0         $        0   Accounts 
                                                                     Receivable:
    Trade Accounts                            0                  0
  Current Amortizable Portion                           
    of Film Inventory                         0                  0
                                     ----------         ----------
                                                        
Total Current Assets                 $        0         $        0
                                     ----------         ----------
Fixed Assets:                                           
Property and Equipment:                                 
  Property and Equipment                      0                  0
  Film Inventory                      1,259,166          1,259,166
                                     ----------         ----------
  Total Property and Equipment        1,259,166          1,259,166
    Less: Accumulated Depreciation            0                  0
                                     ----------         ----------
                                                        
Net Property and Equipment            1,259,166          1,259,166
                                     ----------         ----------
                                                        
Other Assets                             25,400                400
                                     ----------         ----------
                                                        
TOTAL ASSETS                         $1,284,566         $1,259,566
                                     ==========         ==========
                                                        

                                                  






                                     Page 4











                          NEW SKY COMMUNICATIONS, INC.
                                  BALANCE SHEET
                  (As of March 31, 1999 and December 31, 1998)
                      LIABILITIES AND STOCKHOLDERS' EQUITY





                                       MARCH 31, 1999         DECEMBER 31, 1998
                                        (UNAUDITED)               (AUDITED)
                                        -----------               ---------

Current Liabilities:
                                                                      
  Accounts Payable                     $   161,840                  $   154,340
  Notes Payable                             25,000                            0
  Leases                                     2,068                        2,068
  Accrued Expenses                          41,017                       41,017
                                       -----------                  -----------
                                                                    
Total Current Liabilities              $   229,925                  $   197,425
                                       -----------                  -----------
                                                                    
                                                                    
                                                                    
Stockholders' Equity:                                               
  Common Stock $.0001 Par Value                                     
    200,000,000 Shares Authorized                                   
    193,736,923 Shares Issued and                                   
     Outstanding (193,736,923 Shares                                
     on March 31, 1999)                $    19,374                  $    19,374
  Additional Paid-In Capital             5,962,028                    5,962,028
                                       -----------                  -----------
                                                                    
  Total Paid-In Capital                  5,981,402                    5,981,402
                                                                    
Accumulated Deficit                     (4,926,761)                  (4,919,261)
                                       -----------                  -----------
                                                                    
Total Stockholders' Equity               1,054,641                    1,062,141
                                       -----------                  -----------
                                                                    
                                                                    
                                                                    
TOTAL LIABILITIES AND                                               
  STOCKHOLDERS' EQUITY                 $ 1,284,566                  $ 1,259,566
                                       ===========                  ===========
                                                                    
 
                                                      




                                     Page 5



                          NEW SKY COMMUNICATIONS, INC.
                             Statement Of Cash Flows

              Three Months Ended March 31, 1999 and March 31, 1998





                                        THREE MONTHS ENDED    THREE MONTHS ENDED
                                          MARCH  31, 1999       MARCH  31, 1998
                                        ------------------    ------------------
Operating Activities:

                                                                  
  Net Income (Loss)                           $ (7,500)           $(44,239)
  Adjustments to reconcile                                        
    Net Income and Net Cash:                                      
     Depreciation and Amortization                   0                   0
     (Increase)Decrease in Accounts                               
      Receivable                                     0                   0
     (Increase)Decrease in Prepaid                                
      Expenses                                       0                   0
     Increase(Decrease) in Accounts                               
      Payable and Accrued Expenses              32,500              16,688
     Amortization of Film Costs                      0              30,000
                                              --------            --------
         Net Cash Provided (Used)             $ 25,000            $  2,449
                                              --------            --------
                                                                  
Investing Activities:                                             
     Additional Film Inventory                $      0            $ (2,505)
     Investment in Web site                     25,000                   0
                                              --------            --------
                                                                  
         Net Cash Provided (Used)             $(25,000)           $ (2,505)
                                              --------            --------
                                                                  
                                                                  
Financing Activities:                                             
                                                                  
         Net Cash Provided (Used)             $      0            $      0
                                              --------            --------
                                                                  
                                                                  
  Increase (Decrease) In Cash                                     
    and Cash Equivalents                      $      0            $    (56)
  Cash and Cash Equivalents at                                     
    Beginning of Period                       $      0            $     56
                                              --------            --------
                                                                  
      Cash and Cash Equivalents                                   
       at End of Period                       $      0            $      0
                                              ========            ========




                                     Page 6




                             STATEMENT OF MANAGEMENT

In the opinion of management, the accompanying unaudited financial statements
contain all adjustments necessary to present fairly the financial position of
the Company as of March 31, 1999 and the results of operations and cash flows
for the three months then ended.

1(A)
       During the quarter, the Company and it's Co-Producing partner, Syracuse
       Productions, LLC, entered their feature film, "FREAK TALKS ABOUT SEX"
       (formerly "SYRACUSE MUSE"), into the Seattle International Film Festival.
       The film has been selected for its World Premiere at the Festival.
       Through its World Premiere, the film will be exposed to potential film
       distributors at the Festival's public screenings. The Festival runs from
       May 16 to June 6, 1999. "FREAK TALKS ABOUT SEX" is a comedy starring
       Steve Zahn, who has recently appeared in "OUT OF SIGHT" and "YOU'VE GOT
       MAIL" and Josh Hamilton, who has recently appeared in the NBC mini-series
       "THE 60'S." The Company owns one-third of the profits of the film after
       the investors recoup their investment plus twenty percent (20%). For
       proprietary reasons, the Company may not disclose the budget of the film.

       The Company is currently actively pursuing production of its film
       property "THE GODMOTHER" (formerly "RESPECT YOUR GODFATHER"). The film is
       a comedy co-written by, among others, Joel and Ethan Coen, who have
       previously written "RAISING ARIZONA," "THE BIG LEBOWSKI" and "FARGO." The
       Company is making final revisions to the screenplay, attempting to raise
       financing and initiating negotiations with cast and production personnel.

       During the quarter, the Company acquired a forty percent (40%) interest
       in the business called The Movie Place, which owns and operates the
       Internet site "movieplace.com." The Web site features movie reviews and
       interviews with movie stars by nationally syndicated movie reviewer Mike
       Cidoni, along with links to movie trailers and movie showing times around
       the country. The interest was purchased for $25,000.00, which The Movie
       Place will expend to enhance and market the Web site and for working
       capital. The Company procured the funds for the investment by a loan on a
       promissory note from its Chairman and President, Carl R. Reynolds. The
       Promissory Note is in the amount of $25,000.00, payable on demand and
       bears interest at the rate of ten percent (10%) per annum. A copy of the
       Promissory Note and the Agreement with The Movie Place are annexed hereto
       as exhibits. The Company hopes to help develop the site into a
       significant Web site of interest for movie fans and as an agent for
       raising production funds for independent films by the Company and others.


                                     Page 7






       The Company and Owasco Entertainment, whose principals are the same as
       Syracuse Productions, LLC, had an option to produce a feature film based
       upon a screenplay entitled "FACE FACTS" from the author, Lynne Adams,
       which has now expired. The two Companies are continuing to pursue a
       satisfactory revision of the screenplay. The Companies had entered into
       an option agreement with Winchester Entertainment, PLC to provide part,
       or all, of the production financing for the film, which has also now
       expired. Winchester, remains interested in raising some, or all of the
       production financing, if a satisfactory sceenplay can be developed. The
       Company and Owasco Entertainment had obtained an option on the novel THE
       HELL CANDIDATE by Graham Masterton, a prolific British horror novelist,
       which has also now expired. The Companies have been unable thus far to
       develop a suitable screenplay. The Companies continue to pursue an
       acceptable screenplay for the film.

       The Company entered into a distribution agreement for a so-called
       "Director's Cut" of its feature film "LADY IN WHITE" which was released
       on DVD format during the first quarter of 1998. All remaining outstanding
       distribution agreements on the film expire in 2002, at which time all
       rights will revert to the Company.

       The Company continues to carry its investments in feature films as an
       asset of the Company under Film Inventory, amortizing these costs when
       funds are received on the various film investments and at other times
       management believes a write-down of the unamortized costs is appropriate.

       The Company has title to and/or interests in the following feature film
       properties, which are in development or completed: "FREAK TALKS ABOUT
       SEX", "FACE FACTS", THE HELL CANDIDATE, "THE GIANT" and "THE GODMOTHER".
       The Company has released two feature films: "FEAR NO EVIL" and "LADY IN
       WHITE". The Company was also an investor, in 1989, in a feature film
       entitled "GRAVE SECRETS", produced by Planet Productions, Inc.

       The Company received no revenues in the first quarter.

       Management believes that the Company has no material risk or costs
       associated with the Year 2000 problem as its records are not
       computerized. The Company cannot assess the risk of third-party vendors
       or licensees of films already in release, but the Year 2000 problem could
       affect the accounting of any licensees to the Company for royalties. The
       Company does intend to inquire of any potential future licensees
       regarding their Year 2000 compliance as part of the negotiations for any
       licensing or royalty agreement.

       The Company has not filed Federal or New York State tax returns for the
       years 1992, 1993 and 1994 and has not paid any tax due for those years
       nor for 1995, 1996, 1997 and 1998 because of lack of funds for the
       preparation of the returns and

                                     Page 8




       the payment of tax. The Company believes no Federal tax would be due due
       to the Company's continuing losses. However, the Company believes it owes
       New York State tax based upon capital and has been accruing estimated
       amounts for such tax since 1992.

                The Company is an independent motion picture production company.
       Independent motion picture production involves a number of risks and
       elements that must coalesce to produce a successful feature film. These
       elements include: procuring rights to a screenplay, securing financing to
       finance the budget of the film, procuring talent for production,
       direction, acting and post-production, which includes editing, music and
       mixing and obtaining distribution of the completed film. Inadequate
       performance of any of these elements, or miscalculation of the tastes of
       the movie-going public can cause the film to not obtain distribution
       and/or be a box-office failure. The potential market for motion pictures
       is divided into two components: foreign and domestic (U.S and Canada).
       Within each of these markets there are several different potential
       revenue streams: theatrical, pay television, free television, video
       cassette and new emerging sources such as CD-ROM, laser disc and DVD.
       Distribution of an independent film may be accomplished by a single
       distributor acquiring "the world", or the markets and elements of each
       can be sold off by the producer to separate distributors. The lead time
       from original acquisition of a screenplay to final cut of the film and
       ultimate exhibition, if any, and receipt of revenues can take several
       years. Therefore, the revenue streams and profitabilty of an independent
       production company can vary greatly year-to-year. There is significant
       competition in the independent film business. Many more films are
       produced each year than receive distribution or recover their investment.
       In addition, independent films compete against major studios who have
       significantly greater resources and can therefore employ the most
       talented people to make films and better promote their films. The Company
       employs only one person, the President, Carl R. Reynolds, but has working
       relationships with other persons who provide access to different elements
       needed to produce a film, including financing, production and securing
       talent.

1(B)  Financial Condition -

      1.  Working capital is inadequate. (Current Ratio is nil)

       2. The Company has an outstanding loan to its Chairman and President,
       Carl R. Reynolds in the amount of $25,000.00 and current payables and
       accrued expenses.





                                     Page 9




                                     PART II
                        Other Information and Signatures

                          NEW SKY COMMUNICATIONS, INC.

Item 1.  Legal Proceedings  -  None.

Item 2.  Change in Security  -  None.

Item 3.  Defaults upon Senior Securities  -  None.

Item 4. Submission of matters to a vote of securities holders - None.

Item 5.  Other information  - 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.


                                                  NEW SKY COMMUNICATIONS, INC.


Date: May 6, 1999.                                /S/ CARL R. REYNOLDS
                                                  --------------------
                                                  Carl R. Reynolds  President/
                                                                    Treasurer/
                                                       Chief Financial Officer

/S/ CARL R. REYNOLDS
- --------------------
    DIRECTOR

May 6, 1999
- -----------
   Date




                                    Page 10