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

                                  FORM 10-QSB/A

(Mark One)

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

                                          For the quarterly period ended 3/31/00

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      (No Fee Required)

                         For the transition period from _________ to ___________

                                                  Commission file number 0-27123

                             MEDIQUIK SERVICES, INC.
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                 (Name of small business issuer in its charter)

            Delaware                                   74-2876711
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

4295 San Felipe, Suite 200, Houston, Texas                77027
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(Address of principal executive offices)                 (Zip Code)

                                 (713) 888-1919
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                           (Issuer's telephone number)

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              (Former name, former address and formal fiscal year,
                         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 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

      Check whether the registrant 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 |_|

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                     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:


                                      -1-
<PAGE>

      6,296,886 shares of the Company's Common Stock issued and outstanding at
March 31, 2000.

Transitional Small Business Disclosure Format (Check one):Yes |_|; No |X|


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<PAGE>

                             MEDIQUIK SERVICES, INC.

      The undersigned registrant hereby amends the following items of its
Quarterly Report on Form 10-QSB/A for the fiscal quarter ended March 31, 2000,
as set forth in the pages attached hereto (See Note 8 to the Financial
Statements):

                                                                            Page

PART I.  FINANCIAL INFORMATION                                                 4

ITEM 1

      FINANCIAL STATEMENTS                                                     4

      Consolidated Condensed Balanced Sheets (Unaudited)
         March 31, 2000 and December 31, 1999                                  4

      Consolidated Condensed Statements of Operations (Unaudited)
         Three Months Ended March 31, 2000 and 1999                            5

      Consolidated Condensed Statements of Cash Flows (Unaudited)
         Six Months Ended March 31, 2000 and 1999                              6

      Notes to Consolidated Condensed Financial Statements                     7

ITEM 2

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS                                               10

PART II.  OTHER INFORMATION                                                   15

ITEM 2

      CHANGES IN SECURITIES AND USE OF PROCEEDS                               15


                                      -3-
<PAGE>

                         PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

MEDIQUIK SERVICES, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
--------------------------------------------------------------------------------

                                                       March 31,   December 31,
                                                        2000          1999
ASSETS                                              (As Restated,
                                                     see Note 8)
CURRENT ASSETS:
   Cash and cash equivalents                        $    34,931    $    47,424
   Accounts receivable, net of allowance of
     $113,636 and $88,702 respectively                  304,629        141,695
   Inventory                                             28,828         21,737
                                                    -----------    -----------

                Total current assets                    368,388        210,856

PROPERTY AND EQUIPMENT:
   Office equipment and other                           161,883         74,850
   Less accumulated depreciation                         (8,367)        (7,215)
                                                    -----------    -----------

                Total property and equipment            153,516         67,635


OTHER ASSETS                                            130,326        143,407
                                                    -----------    -----------

TOTAL                                               $   652,230    $   421,898
                                                    ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                 $   515,095    $   199,479
   Accrued expenses                                     439,267        598,208
   Notes payable and subordinated debentures            186,195         85,000
                                                    -----------    -----------

                Total current liabilities             1,140,557        882,687

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock - 1,000,000 shares authorized,
    none issued and outstanding
   Common stock - $.001 par value 25,000,000
      shares authorized; 6,296,886 shares issued
      and outstanding at March 31, 2000                   6,298          6,033
   Additional paid-in capital                         4,638,795      4,143,311
   Accumulated deficit                               (5,133,420)    (4,610,133)
                                                    -----------    -----------

                Total stockholders' deficit            (488,327)      (460,789)
                                                    -----------    -----------

TOTAL                                               $   652,230    $   421,898
                                                    ===========    ===========

See accompanying notes to consolidated condensed financial statements.
--------------------------------------------------------------------------------


                                      -4-
<PAGE>

MEDIQUIK SERVICES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------

                                                   Three Months    Three Months
                                                       Ended          Ended
                                                     March 31,       March 31,
                                                        2000           1999
                                                   (As Restated,
                                                    see Note 8)

SALES                                               $   321,929     $   477,979

COST OF SALES                                           277,663         414,023
                                                    -----------     -----------

GROSS PROFIT                                             44,266          63,956

OPERATING EXPENSES:
    Salaries - officers                                 103,000          38,961
    Consulting fees                                     170,083         825,151
    Other                                               291,351         138,207
                                                    -----------     -----------

                Total operating expenses                564,434       1,002,319
                                                    -----------     -----------

LOSS FROM OPERATIONS                                   (520,168)       (938,363)

OTHER INCOME (EXPENSE):
    Interest income                                          --           1,309
    Other income                                             --          11,947
    Interest expense                                     (3,119)        (12,754)
                                                    -----------     -----------

                Total other (expense) income             (3,119)            502
                                                    -----------     -----------

NET LOSS                                            $  (523,287)    $  (937,861)
                                                    ===========     ===========

BASIC AND DILUTED LOSS PER SHARE                    $     (0.09)    $     (0.19)
                                                    ===========     ===========

BASIC WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                           6,155,710       5,038,229
                                                    ===========     ===========

DILUTED WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                           6,155,710       5,038,229
                                                    ===========     ===========

See accompanying notes to consolidated condensed financial statements.
--------------------------------------------------------------------------------


                                      -5-
<PAGE>

MEDIQUIK SERVICES, INC.

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------

                                                      Three Months  Three Months
                                                          Ended        Ended
                                                        March 31,    March 31,
                                                          2000         1999
                                                     (As Restated,
                                                      see Note 8)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                               $(523,287)   $(937,861)
Adjustment for noncash transactions:
  Common stock and warrants issued for services          217,749      726,415
  Depreciation and amortization                           15,373        3,996
  Provision for losses on accounts receivable             24,934           --
Net changes in assets and liabilities:
  Accounts receivable                                   (187,868)      22,859
  Inventory                                               (7,091)      35,751
  Accounts payable                                       329,116      (25,726)
  Accrued expenses                                      (158,941)       9,794
                                                       ---------    ---------

           Net cash used in operating activities        (290,015)    (164,772)
                                                       ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Capital expenditures                                      (478)      (1,614)
                                                       ---------    ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of indebtedness                                   --     (150,000)
  Repurchase of unexercised warrants                          --      (12,880)
  Proceeds from sale of common stock                     270,000      700,000
  Proceeds from sales of interests in subsidiary           8,000           --
                                                       ---------    ---------

           Net cash provided by financing activities     278,000      537,120
                                                       ---------    ---------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                      (12,493)     370,734

CASH AND CASH EQUIVALENTS, beginning of period            47,424        7,578
                                                       ---------    ---------

CASH AND CASH EQUIVALENTS, end of period               $  34,931    $ 378,312
                                                       =========    =========

SUPPLEMENTAL CASH FLOW DISCLOSURES

Interest paid                                          $      --    $  13,560

NONCASH TRANSACTIONS

Short-term debt issued for purchase of software        $ 101,195    $      --
Return to vendor of software package                      13,500           --

See accompanying notes to consolidated condensed financial statements.
--------------------------------------------------------------------------------


                                      -6-
<PAGE>

MEDIQUIK SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED MARCH 31, 2000
--------------------------------------------------------------------------------

1. BASIS OF PRESENTATION

      The interim consolidated condensed financial statements and notes thereto
of MediQuik Services, Inc. and its subsidiary (collectively, the "Company" or
"MediQuik") have been prepared by management without audit pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC"). Accordingly,
the accompanying financial statements reflect all adjustments that, in the
opinion of management, are necessary for a fair presentation of results for the
periods presented. Such adjustments are of a normal recurring nature. Certain
information and notes normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to the SEC's rules and
regulations. However, management believes that the disclosures presented herein
are adequate to make the information not misleading. The accompanying
consolidated condensed financial statements and notes should be read in
conjunction with the consolidated financial statements and notes thereto
contained in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999.

      The preparation of these condensed consolidated financial statements
required the use of estimates and judgments that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the periods. Actual results could differ from those estimates.
The results of operations for any interim period are not necessarily indicative
of results for the full year.

2. EARNINGS PER SHARE

      The Company has adopted Statement of Financial Accounting Standards No.
128 ("SFAS 128"), "Earnings per Share," which establishes standards for
computing and presenting earnings per share ("EPS"). SFAS 128 requires the
presentation of "basic" and "diluted" EPS on the face of the consolidated
statement of operations. Basic EPS amounts are calculated using the weighted
average number of common shares outstanding during each period. For the quarter
ended March 31, 2000, there were warrants to purchase 735,000 shares of common
stock at exercise prices ranging from $2.00 - $4.00 per share. In addition, on
March 31, 2000, the Company granted options to purchase 583,863 shares of common
stock at an exercise price of $1.75 with terms of two to four years. For the
quarter ended March 31, 1999, there were warrants to purchase 100,000 shares of
common stock at an exercise price of $3.00 per share. Since the Company incurred
a loss for all periods presented, these securities have been excluded from the
calculation of EPS, because they are anti-dilutive to basic EPS.


                                      -7-
<PAGE>

3. SUBSIDIARY

      In May 1999, MediQuik formed an 80% owned subsidiary known as
ChronicRX.com to provide Internet-based pharmacy services. ChronicRX.com will
focus on the chronic care niche and will specialize in prescription and
non-prescription medicines and management products used to treat chronic
diseases of all kinds.

      ChronicRX.com has a net loss of approximately $48,500 for the quarter
ended March 31, 2000, and has a deficiency in net assets. Accordingly, the
Company has not recognized a liability to the minority interest.

      The Company anticipates that ChronicRX.com will become a wholly owned
subsidiary of the Company. In March 2000, the Company reached agreements with
investors who have contributed cash to ChronicRX.com to exchange their interest
in ChronicRX.com for shares of the Company at $1.75 per share.

4. EQUITY TRANSACTIONS

      Warrants - During the quarter ended March 31, 2000, in connection with the
sale of common stock, the Company issued warrants to purchase 270,000 shares of
common stock at an exercise price of $2.00 per share. The warrants begin to
become exercisable in June 2000 and expire in December 2001.

      During the quarter ended March 31, 1999, the Company issued warrants to
purchase 100,000 shares of common stock at an exercise price of $3.00 per share
in consideration for services provided. All warrants expire by April 30, 2000;
the Company recorded an expense of $192,664 based on the fair value of the
warrants as of the grant date.

      Private Stock Offerings - The Company issued 135,000 shares of common
stock and warrants for $270,000 during the quarter ended March 31, 2000, and
issued 350,000 shares of common stock for $700,000 during the quarter ended
March 31, 1999.

      Other Equity Transactions - During the quarter ended March 31, 2000, the
Company issued 129,879 shares of common stock with a fair value of approximately
$217,749 to various consultants and employees of the Company.

      During the quarter ended March 31, 1999, the Company issued 135,000 shares
of common stock to various consultants and employees of the Company with a fair
value of approximately $533,751.

5. COMMITMENTS AND CONTINGENCIES

      Lost Share Certificate - During July 1999, the Company authorized and
issued a certificate for 330,000 shares of common stock to SMG. The certificate
was issued with a restricted legend on the face. As of April 5, 2000 the Company
has not been able to locate it. As a result, the Company placed the certificate
on hold with the stock transfer agent immediately upon realization that the
certificate was lost during 1999. The Company authorized and issued a
replacement certificate for 330,000 shares of common stock to SMG. SMG confirmed
that it received only the second certificate. The Company does not believe that
the originally issued shares will ever be located and presented in exchange for
value and accordingly a total of 330,000 shares was considered outstanding to
SMG as of March 31, 2000 and December 31, 1999. The restriction of the


                                      -8-
<PAGE>

shares and the hold placement with the stock transfer agent are basis for the
Company's opinion. The Company intends to cancel the original certificate during
2000.

6. LETTER OF INTENT

      On March 31, 2000, the Company signed a Letter of Intent with MiraQuest
Capital Holdings, Inc. (MiraQuest), to issue to MiraQuest an amount of common
stock equal to the amount of the Company's outstanding stock, including
issuances due certain employees, contractors, consultants and any unexercised
Warrants and Options, just prior to the issuance. The intent is to convey to
MiraQuest a 50% ownership of the common stock of the Company on a fully diluted
basis. At closing MiraQuest will additionally purchase a number of shares of
voting preferred stock sufficient to provide MiraQuest with a target of 70% to
80% ownership. The letter of intent allows for convertible debt as an
alternative to or supplement to preferred stock.

      In return for the Company's common and preferred stock, MiraQuest will
provide to the Company a minimum of $2 million cash net of any advances and
MiraQuest stock for the remaining sum required to equal the valuation of the
Company. The Company has received $500,000 in advances from MiraQuest as of May
22, 2000. These advances are in the form of cash loans secured by the Company's
common stock in accordance with the provisions of the current terms of the
Company's private stock offering.

7. FUNDING REQUIREMENTS

      The Company's principal cash requirements to date have been to fund
working capital in order to support growth of net sales. Because revenue from
operations has been inadequate to completely fund these requirements, the
Company has supplemented its revenue from operations with proceeds from its
private offerings of securities, loans and extensions of credit from vendors in
order to meet its working capital requirements. The Company anticipates that as
revenue from sales to managed care plans increases, the Company will be able to
satisfy all of its funding requirements for operations from such revenue.

8. RESTATEMENT

      In July 1999, the Company terminated the Exclusive Marketing
Representative Agreement ("Marketing Agreement") between Scardello Marketing
Group, LLC ("SMG") and the Company and acquired certain assets of SMG. In
connection with the termination of the Marketing Agreement, the Company issued
restricted common stock to SMG. These shares were originally valued at $3.75 per
share based on the average stock price quoted on the Over-the-Counter Bulletin
Board from the date the agreement with SMG was signed until the closing of the
transaction. The Company originally accounted for the transaction as a business
combination under Accounting Principles Board Opinion 16 and the excess of the
purchase price over the fair value of the assets acquired was allocated to
goodwill.

      Subsequent to the issuance of the Company's consolidated condensed
financial statements as of and for the three months ended March 31, 2000, the
Company's


                                      -9-
<PAGE>

management determined that the transaction should not have been recorded as a
business combination and that goodwill associated with terminating the Marketing
Agreement should not have been recorded. Additionally, the Company's management
determined that the shares of common stock issued in connection with the
acquisition should have been recorded at a fair value of $2.70 per share based
on the fair value assigned to shares issued in a private equity offering during
July 1999. As a result, the consolidated condensed financial statements as of
and for the three months ended March 31, 2000 have been restated from amounts
previously reported to expense the excess of the purchase price over the fair
value of the assets acquired as the costs of terminating the Marketing Agreement
and to record the issuance of the common stock based on a fair value of $2.70
per share.

      A summary of the significant effects of the restatement is as follows:

                                                     As Previously       As
                                                        Reported      Restated

            As of March 31, 2000:
              Other assets                            $ 1,072,051   $   130,326
              Additional paid-in capital                4,985,295     4,638,795
              Accumulated deficit                      (4,538,195)   (5,133,420)

            For the three months ended March 31, 2000:
              Other operating expenses                    346,746       291,351
              Total operating expenses                   (619,829)     (564,434)
              Loss from operations                       (575,563)     (520,168)
              Net loss                                   (578,682)     (523,287)
              Basic and diluted loss per share              (0.08)        (0.09)

                                     *******

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

FORWARD LOOKING STATEMENTS

This management discussion contains certain forward-looking statements as
identified by the use of words like "expects", "believes", and "anticipates" and
other similar phrases. Such statements reflect management's current view of
future financial performance based on certain assumptions, risks and
uncertainties. If any assumptions, risk or uncertainty factors change, such
changes may have a material impact on actual financial results. The Company is
under no obligation to revise any forward-looking statements contained herein,
which are as of the date hereof. Readers are cautioned to not place undue
reliance on any forward-looking statements contained in this discussion.

RESTATEMENT

In July 1999, the Company terminated the Exclusive Marketing Representative
Agreement ("Marketing Agreement") between Scardello Marketing Group, LLC ("SMG")
and the Company and acquired certain assets of SMG. In connection with the


                                      -10-
<PAGE>

termination of the Marketing Agreement, the Company issued restricted common
stock to SMG. These shares were originally valued at $3.75 per share based on
the average stock price quoted on the Over-the-Counter Bulletin Board from the
date the agreement with SMG was signed until the closing of the transaction. The
Company originally accounted for the transaction as a business combination under
Accounting Principles Board Opinion 16 and the excess of the purchase price over
the fair value of the assets acquired was allocated to goodwill.

Subsequent to the issuance of the Company's consolidated condensed financial
statements as of and for the three months ended March 31, 2000, the Company's
management determined that the transaction should not have been recorded as a
business combination and that goodwill associated with terminating the Marketing
Agreement should not have been recorded. Additionally, the Company's management
determined that the shares of common stock issued in connection with the
acquisition should have been recorded at a fair value of $2.70 per share based
on the fair value assigned to shares issued in a private equity offering during
July 1999. As a result, the consolidated condensed financial statements as of
and for the three months ended March 31, 2000 have been restated from amounts
previously reported to expense the excess of the purchase price over the fair
value of the assets acquired as the costs of terminating the Marketing Agreement
and to record the issuance of the common stock based on a fair value of $2.70
per share.

OVERVIEW

MediQuik Services, Inc. ("MediQuik" or the "Company") is a healthcare service
company specializing in the delivery of chronic disease management programs to
chronically ill patients on behalf of managed care payors. The Company is
deploying e-healthcare technology solutions in the delivery of MediQuik's
proprietary disease management tools and systems via the Internet.

The Company's business was organized on April 7, 1998, and began full-time
operations in July 1998 as Old MediQuik. Effective December 31, 1998, Old
MediQuik merged with and into Cash Flow Marketing, Inc., with Cash Flow as the
surviving corporation. Cash Flow changed its name to MediQuik Services, Inc.
immediately following the merger. This transaction has been treated as a capital
transaction in substance rather than a business combination; thus, the
accounting is similar to a reverse acquisition but no goodwill and/or
intangibles have been recorded. As a result Old MediQuik is considered the
accounting acquiror for financial statement purposes. Therefore, the financial
statements of the Company for periods prior to January 1, 1999 are the financial
statements of Old MediQuik, not Cash Flow Marketing, Inc.

Although initial Company revenues were derived primarily through product sales,
the Company has expanded beyond product delivery and has become a full disease
management provider working to improve patient care and reduce costs to managed
care payors. The Company currently offers managed care agreements based on
fee-for-service and capitated fee arrangements.


                                      -11-
<PAGE>

The Company is currently serving patients with Diabetes and is developing new
disease management programs for other high cost, chronic diseases, such as
asthma and congestive heart failure. MediQuik is focusing on certain diseases
with large afflicted patient populations where clinical research indicates that
active management will improve the health condition of the patient and reduce
the financial burden for managed care payors. The Company is in the process of
conducting research regarding the new disease management programs.

MediQuik offers comprehensive disease monitoring and maintenance solutions by
providing pharmacy and diagnostic products, disease education, adherence review
and reporting, and personal health resources via the U.S. Mail, telephone and
the Internet. The Company provides a complete line of blood glucose monitoring
systems, testing strips, lancets, swabs, insulin pumps, compliance and wound
care products for diabetes patients, and the Company is adding new products and
services to complement existing disease management programs. MediQuik is focused
on delivering high quality products and services to chronic disease patients for
insurance organizations that bear the primary financial risk for healthcare
treatment. MediQuik also works directly with health maintenance organizations
(HMOs), preferred provider organizations (PPOs), self-insured companies and
other third-party payors (TPAs) in an effort to enhance the quality of life for
chronically ill patients and improve the financial outcomes for managed care
payors. The Company also performs billing and collection activities on behalf of
the patient to the healthcare plan. The Company will utilize advanced healthcare
technology applications in the delivery of MediQuik's proprietary disease
management programs via the Internet.

Research indicates that patients who actively manage certain chronic disease
factors experience reduced disease complications and an enhanced quality of
life. The Company believes that a coordinated disease management program,
including convenient product delivery and billing, personalized patient
education, routine disease counseling, immediate access to healthcare
professionals, and ongoing compliance testing will improve clinical and
financial outcomes for patients and managed care payors.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal cash requirements to date have been to fund working
capital in order to support growth of net sales. Because revenue from operations
has been inadequate to completely fund these requirements, the Company has
supplemented its revenue from operations with proceeds from its private
offerings of securities, loans and extensions of credit from vendors in order to
meet its working capital requirements. The Company anticipates that as revenue
from sales to managed care plans increases, the Company will be able to satisfy
all of its funding requirements for operations from such revenue. The Company
had an aggregate of $34,931 in cash as of March 31, 2000.

The Company had $130,000 of 15% Subordinated Debentures originally due in June
and December 1999. The Company paid $15,000 of the debentures in July 1999,
$55,000 in


                                      -12-
<PAGE>

December 1999, and $10,000 in April, 2000 and has received an extension on the
balance of $50,000, plus accrued interest, until June 2000. The debentures are
owed to significant shareholders of the Company. The Company has accrued wages
of approximately $105,220 primarily to Company officers and insiders who are
significant shareholders in the Company.

Accounts receivable is primarily derived from payments due to the Company by
managed care plans and providers. As revenues increase, the Company expects
working capital requirements to increase. Standard medical billing cycles for
managed care plans average between 45-60 days. The Company expects to experience
similar billing cycles as direct managed care plan business increases.

In December 1999, the Company began raising money from private investors through
a Private Placement Memorandum. As of March 31, 2000, MediQuik has raised
$485,000 in cash through the PPM. The PPM established a unit price of $2.00 per
unit. The unit includes one share of MediQuik common stock and two warrants to
purchase a share of common stock exercisable at $2.00 per share.

On March 31, 2000, MediQuik signed a Letter of Intent with MiraQuest Capital
Holdings, Inc. / MiraQuest Ventures, LLC (MiraQuest). The terms of the Letter of
Intent provide MediQuik with $2,000,000 in initial funding and an equity
interest in MiraQuest, an Internet/E-Commerce Holding Company comprised
primarily of business-to-business entities. As of May 25, 2000, MediQuik had
received $500,000 in advances pursuant to the terms of the Letter of Intent.
MiraQuest has a stated value of $400,000,000. MediQuik is being valued at
approximately $13,000,000 ($2.00 per share). The transaction would provide
MiraQuest with 70% of the voting stock in MediQuik. MediQuik has engaged the
financial advisory firm of Howard, Frazier, Barker, Elliott, Inc. (HFBE) to
provide a fairness opinion on the transaction. HFBE has completed the fairness
opinion with the conclusion that the transaction is fair to the existing
shareholders of MediQuik. The fairness opinion results were reported at the
Company's annual shareholders' meeting held on May 17, 2000. The MiraQuest
transaction is currently scheduled for closing on May 31, 2000. Pursuant to the
closing of the transaction, the Company will file a Form 8-K disclosure report
with the Securities and Exchange Commission.

RESULTS OF OPERATIONS

MediQuik is rapidly expanding through internal sales growth and plans to conduct
strategic acquisitions to further fuel growth and accelerate the time to market
of additional planned services. During 1998 and 1999, the Company established:
(i) corporate marketing and fulfillment operations; (ii) contractual
relationships with product manufacturers; (iii) contractual relationships with
specialty service providers; (iv) contractual relationships with insurance
payors and provider networks; (v) contractual relationship with a pharmacy
products distribution company; and (vi) initial patient enrollment and
fulfillment operations. During the three months ended March 31, 2000,


                                      -13-
<PAGE>

the Company expanded its proprietary clinical and e-care technology initiatives,
and implemented an internal billing/collection department.

REVENUE FROM OPERATIONS

The Company commenced operations in July 1998 and received its initial revenue
in August 1998. For the three month period ended March 31, 1999, the Company
reported revenue of $477,979. Total revenue decreased to $321,929 for the three
months ended March 31, 2000. The revenue decrease primarily resulted from
reduced diagnostic product sales to managed care providers. The Company is
currently deriving the majority of its revenues through direct sales to managed
care plans. The Company expects to realize improvement in gross margin
percentages with increased direct managed care plan revenues. Cash flow from
operations has not been sufficient to fund all of the Company's initial
operating activities to date.

MediQuik receives patients primarily through agreements with managed care plans
and provider networks. Management believes that enrollment in managed care plans
has increased in recent years and, as a result, patient referrals generated
through the managed care plans should increase.

GROSS PROFIT

The Company commenced operations in July 1998 and received its initial gross
profit in August 1998. For the period from January 1, 1999 to March 31, 1999,
the Company reported gross profit of $63,956 or 13.4% of revenue for the period.
Gross profit decreased to $44,266 or 13.8% of revenue, for the 3 months ended
March 31, 2000.

Gross profit was primarily derived from diagnostic and pharmaceutical product
sales to managed care payors and patients. The gross profit percentage is the
result of volume purchase discounts. The Company expects continued increases in
gross profit percentage with increased direct sales to managed care plans.

OPERATING EXPENSES

For the period from January 1, 1999 to March 31, 1999, operating expenses were
$1,002,319. Operating expenses decreased to $564,434 for the three months ended
March 31, 2000, a decrease of 44%. The decrease in operating expenses is
primarily associated with reduced consulting expense from non-cash equity
transactions during the three months ended March 31, 2000. Operating expenses
also include marketing and selling expenses, general and administrative costs,
consultants compensation and the hiring and training of staff. During the three
months ended March 31, 2000, operating expenses include the effect of $213,405
in non-cash equity transactions.

NET LOSS


                                      -14-
<PAGE>

The Company experienced a net loss of $937,861 for the period January 1, 1999 to
March 31, 1999, primarily attributed to the development of the Company's
business operations. Net loss decreased to $523,287 for the three months ended
March 31, 2000. Net loss includes the effect of several non-cash equity
transactions.

The Company expects the net loss to decrease with increased revenues and gross
profits from business operations.

                          PART II. - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds.

In December 1999, the Company began raising money from private investors who are
accredited investors as defined in Regulation D of the Securities Act of 1933.
The offering covers 3,000,000 units issuable directly by the Company at a
purchase price of $2.00 per share. One unit comprises one share of MediQuik
common stock and two warrants. The warrant provides the right to purchase one
share of common stock at an exercise price of $2.00 per share. The warrants are
exercisable for a period beginning six months after the issue date until 48
months after the issue date and are subject to redemption by the Company at any
time, in whole or in part, for a redemption price of $4.00 per warrant. The
Company issued 135,000 shares of common stock and warrants for $270,000 for the
quarter ended March 31, 2000. During the quarter ended March 31, 2000 the
Company issued 129,879 shares of common stock to various consultants and
employees of the Company at a face value of approximately $217,749.


                                      -15-
<PAGE>

                                Index to Exhibits

Exhibit No.                         Description of Exhibit
-----------                         ----------------------

*(b)(3)(i)                          Certificate of Incorporation of MediQuik
*(b)(3)(ii)                         Bylaws of MediQuik
*(b)(10)                            Material Contracts

(b)(27)                             Financial Data Schedule

*Previously filed with the Commission


                                      -16-
<PAGE>

                                 Exhibit (b)(27)
                             Financial Data Schedule


                                      -17-
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          Mediquik Services, Inc.


Date: October   , 2000                    /s/ Grant Gables
     -----------------                    --------------------------------------
                                          Grant Gables, President


                                      -18-