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 9/30/99
                                                    -------

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

             For the transition period from _________ to __________

                         Commission file number 0-27123
                                                -------

                                   ----------

                             MEDIQUIK SERVICES, INC.
        (Exact name of small business issuer as specified in its charter)

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

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

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

      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 |_|

      As of December 8, 1999 there were outstanding 5,944,803 shares of Common
Stock, $.001 par value per share, of the registrant.

--------------------------------------------------------------------------------


                                       1
<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 September 30,
1999, as set forth in the pages attached hereto (See Note 8 to the Financial
Statements):

                                                                            Page

PART I. FINANCIAL INFORMATION

ITEM 1

     FINANCIAL STATEMENTS                                                     3

     Consolidated Condensed Balance Sheets
          September 30, 1999 (Unaudited) and December 31, 1998                3

     Consolidated Condensed Statements of Operations (Unaudited)
          Three Months Ended September 30, 1999 and 1998, Nine Months
          Ended September 30, 1999 and the Period from April 7, 1998
          (Date of Incorporation) to September 30, 1998                       4

     Consolidated Condensed Statements of Cash Flows (Unaudited)
          Nine Months Ended September 30, 1999 and the Period from
          April 7, 1998 (Date of Incorporation) to September 30, 1998         5

     Notes to Consolidated Condensed Financial Statements                     6

ITEM 2

     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS                                                9

PART II. OTHER INFORMATION

ITEM 6

     EXHIBITS AND REPORTS ON FORM 8-K                                        14


                                       2

<PAGE>

MEDIQUIK SERVICES, INC.

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

<TABLE>
<CAPTION>
                                                                           September 30,     December 31,
                                                                               1999             1998
<S>                                                                         <C>              <C>
ASSETS                                                                     (As restated,
                                                                            see Note 8)
CURRENT ASSETS:
   Cash                                                                     $    29,429      $     7,578
   Accounts receivable - trade                                                  146,059           43,824
   Accounts receivable - other                                                   16,426            6,961
   Advances                                                                                       16,000
   Inventory                                                                     19,694           79,093
                                                                            -----------      -----------

                Total current assets                                            211,608          153,456

PROPERTY AND EQUIPMENT:
   Office equipment                                                              49,270              249
   Less accumulated depreciation                                                 (5,040)             (29)
                                                                            -----------      -----------

                Total property and equipment                                     44,230              220

INVESTMENT - MP Total Care                                                      250,001

OTHER ASSETS                                                                    125,220           61,651
                                                                            -----------      -----------

TOTAL                                                                       $   631,059      $   215,327
                                                                            ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                                         $   223,556      $   153,656
   Accrued expenses                                                             314,211          100,908
   Notes payable                                                                139,680          280,000
                                                                            -----------      -----------

                Total current liabilities                                       677,447          534,564

MINORITY INTEREST                                                                 4,264

STOCKHOLDERS' EQUITY (DEFICIT):
   Common stock - $.001 par value 25,000,000 shares authorized;
      5,896,807 shares issued and outstanding at September 30, 1999 and
      4,849,173 shares issued and outstanding at December 31, 1998                5,897            4,849
   Additional paid-in capital                                                 3,795,244          505,768
   Accumulated deficit                                                       (3,851,793)        (829,854)
                                                                            -----------      -----------

                Total stockholders' deficit                                     (50,652)        (319,237)
                                                                            -----------      -----------

TOTAL                                                                       $   631,059      $   215,327
                                                                            ===========      ===========
</TABLE>

See accompanying notes to consolidated condensed financial statements.

--------------------------------------------------------------------------------


                                       3
<PAGE>

MEDIQUIK SERVICES, INC.

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

<TABLE>
<CAPTION>
                                                 Three Months Ended            Nine Months       Period from
                                                    September 30,                 Ended       April 7, 1998 to
                                             ----------------------------     September 30,     September 30,
                                                 1999            1998             1999              1998
                                             (As restated,                    (As restated,
                                              see Note 8)                      see Note 8)
<S>                                          <C>              <C>              <C>              <C>
REVENUES:
   Sales                                     $   111,144      $    18,122      $   827,496      $    18,122
   Other revenues                                 14,534                            19,036
                                             -----------      -----------      -----------      -----------

                Total revenues                   125,678           18,122          846,532           18,122
                                             -----------      -----------      -----------      -----------

COST OF SALES -
   Purchase - strips and lancets                  72,437           16,215          677,796           16,215
                                             -----------      -----------      -----------      -----------

                Total cost of sales               72,437           16,215          677,796           16,215
                                             -----------      -----------      -----------      -----------

GROSS PROFIT                                      53,241            1,907          168,736            1,907

OPERATING EXPENSES:
    Salaries - officers                          199,397           82,952          277,320           82,952
    Consulting fees                               65,498           73,201        1,570,920          107,201
    Other                                      1,054,343           68,694        1,361,327          103,488
                                             -----------      -----------      -----------      -----------

                Total operating expenses      (1,319,238)        (224,847)      (3,209,567)        (293,641)
                                             -----------      -----------      -----------      -----------

LOSS FROM OPERATIONS                          (1,265,997)        (222,940)      (3,040,831)        (291,734)

OTHER INCOME (EXPENSE):
    Interest income                                                                  2,795
    Other income                                   5,276                            46,480
    Interest expense                              (4,875)                          (30,383)
                                             -----------      -----------      -----------      -----------

                Total other income                   401                            18,892
                                             -----------      -----------      -----------      -----------

NET LOSS                                     $(1,265,596)     $  (222,940)     $(3,021,939)     $  (291,734)
                                             ===========      ===========      ===========      ===========

BASIC AND DILUTED LOSS PER SHARE             $     (0.22)     $     (0.05)     $     (0.56)     $     (0.07)
                                             ===========      ===========      ===========      ===========

BASIC WEIGHTED AVERAGE
   NUMBER OF COMMON
   SHARES OUTSTANDING                          5,782,307        4,188,219        5,412,089        4,115,787
                                             ===========      ===========      ===========      ===========

DILUTED WEIGHTED AVERAGE
   NUMBER OF COMMON SHARES
   OUTSTANDING                                 5,782,307        4,188,219        5,412,089        4,115,787
                                             ===========      ===========      ===========      ===========
</TABLE>

See accompanying notes to consolidated condensed financial statements.

--------------------------------------------------------------------------------


                                       4
<PAGE>

MEDIQUIK SERVICES, INC.

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

<TABLE>
<CAPTION>
                                                              Nine Months      Period from
                                                                 Ended       April 7, 1998 to
                                                             September 30,    September 30,
                                                                  1999             1998
                                                             (As restated,
                                                              see Note 8)
<S>                                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                   $(3,021,939)     $  (291,734)
   Adjustment for noncash transactions:
       Common stock and warrants issued for services            1,492,048
       Termination of marketing agreement                         761,411
       Depreciation and amortization                                5,011               26
       Minority interest                                            4,264
   Net changes in assets and liabilities:
      Accounts receivable                                        (111,700)          (2,866)
      Advances                                                     16,000         (129,000)
      Inventory                                                    59,399           (1,977)
      Accounts payable                                             69,900           33,297
      Accrued expenses                                            213,303           10,428
      Other assets                                                 45,576           (3,000)
                                                              -----------      -----------

                Net cash used in operating activities            (466,727)        (384,826)
                                                              -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                           (49,021)            (249)
   Investment in MP Total Care                                   (250,001)
                                                              -----------      -----------

                Net cash used in investing activities            (299,022)            (249)
                                                              -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt issuance                                                     147,000
   Repayment of indebtedness                                     (165,000)
   Proceeds from sale of common stock                             952,600          283,954
                                                              -----------      -----------

                Net cash provided by financing activities         787,600          430,954
                                                              -----------      -----------

NET INCREASE IN CASH                                               21,851           45,879

CASH, Beginning of period                                           7,578
                                                              -----------      -----------

CASH, End of period                                           $    29,429      $    45,879
                                                              ===========      ===========

SUPPLEMENTAL CASH FLOW DISCLOSURES - Interest paid            $    16,362

NONCASH TRANSACTIONS:
   Debt converted to stock                                                     $     3,000
   Stock issued in MediQuik Services LLC acquisition                                 2,750
   Stock issued in connection with terminated
       marketing agreement                                        891,000
</TABLE>

See accompanying notes to consolidated condensed financial statements.

--------------------------------------------------------------------------------


                                       5
<PAGE>

MEDIQUIK SERVICES, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Business Activity - MediQuik Services, Inc. ("MediQuik")
      was organized in Delaware on April 7, 1998. On April 7, 1998, MediQuik
      issued an aggregate of 2,750,000 shares of its common stock to designees
      of MediQuik Services, LLC in consideration of the transfer of certain
      assets of MediQuik from MediQuik Services, LLC. Effective December 31,
      1998, MediQuik was merged with and into Cash Flow Marketing, Inc., a
      Delaware corporation ("Cash Flow"), which, as the surviving corporation,
      subsequently changed its name to MediQuik Services, Inc. (the "Company").
      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 intangible assets have been
      recorded. As a result, MediQuik is considered the acquiring entity for
      financial statement purposes, and the financial statements for the period
      prior to January 1, 1999 are those of MediQuik Services, Inc, not Cash
      Flow, the legal acquirer.

      The consolidated condensed financial statements included herein have been
      prepared by MediQuik Services, Inc., a Delaware corporation (the
      "Company"), without audit pursuant to the rules and regulations of the
      Securities and Exchange Commission, and reflect all adjustments which are,
      in the opinion of management, necessary to present a fair statement of the
      results for the interim periods on a basis consistent with the audited
      financial statements. All such adjustments are of a normal recurring
      nature. The results of operations for the interim periods are not
      necessarily indicative of the results to be expected for an entire year.
      Certain information, accounting policies and footnote disclosures normally
      included in financial statements prepared in accordance with accounting
      principles generally accepted in the United States of America have been
      omitted pursuant to such rules and regulations, although the Company
      believes that the disclosures are adequate to make the information
      presented not misleading. These consolidated condensed financial
      statements should be read in conjunction with the Company's audited
      financial statements included in the Company's filing on Form 10-SB for
      the year ended December 31, 1998.

      Derivatives - In June 1998, the Financial Accounting Standards Board
      ("FASB") issued Statement of Financial Accounting Standards No. 133,
      "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
      133"), which establishes accounting and reporting standards for derivative
      instruments and hedging activities. In June 1999, FASB issued SFAS No.
      137, which delays the effective date for implementation of SFAS 133 to
      fiscal years beginning after June 15, 2000. The Company held no
      derivatives in 1999 or 1998 and believes that SFAS No. 133, when adopted
      effective January 1, 2001, will not materially impact its financial
      position or results of operations.

2.    EARNINGS PER SHARE

      The Company has adopted Statement of Financial Accounting Standards No.
      128, "Earnings per Share," ("SFAS 128") 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 income
      statement. Basic EPS amounts are calculated using the weighted average
      number of common shares outstanding during each period. No dilutive
      securities of the Company were outstanding at December 31, 1998; however,
      warrants to purchase 250,000 shares of common stock at exercise prices
      ranging from $3.00 - $4.00 per share were issued from February to April
      1999. Since the Company incurred a loss for all periods presented, these
      securities would have been excluded from the calculation of EPS, as they
      would be anti-dilutive to basic EPS.


                                       6
<PAGE>

3.    INCOME TAXES

      The Company accounts for income taxes under the provisions of Statement of
      Financial Accounting Standards No. 109 - "Accounting for Income Taxes,"
      ("SFAS No. 109") which provides for an asset and liability approach for
      accounting for income taxes. Under this approach, deferred tax assets and
      liabilities are recognized based on anticipated future tax consequences,
      using currently enacted tax laws, attributable to differences between
      financial statement carrying amounts of assets and liabilities and their
      respective tax bases. Due to the Company having significant deferred tax
      assets, no tax benefit (expense) was recorded at September 30, 1999. Due
      to the uncertainty of the Company's ability to become profitable in the
      future, an allowance has been provided to reduce the deferred tax assets
      to the amount that is more likely than not to be realized. Should the
      Company have net income in future periods income tax expense will be
      recorded upon utilization of available deferred tax assets.

4.    NOTES PAYABLE

      Notes payable consist of the following:

<TABLE>
<CAPTION>
                                                                        September 30,  December 31,
                                                                            1999           1998
      <S>                                                                 <C>            <C>
      Notes payable - bank                                                $ 24,680

      Three notes payable, $50,000 each to shareholders with interest
         at 9%, payable February 20, 1999                                                $150,000

      Note payable to shareholders with interest at 15%,
         due on December 31, 1999                                           15,000         30,000

      Ten notes payable, $10,000 each to certain shareholders with
         interest at 15%, due on December 31, 1999                         100,000        100,000
                                                                          --------       --------

                                                                          $139,680       $280,000
                                                                          ========       ========
</TABLE>

      During June 1999, the Company made a $15,000 principal payment. In
      addition, the Company acquired a note payable of $24,680 due to a bank.

      In July 1999, the Company obtained a $100,000 line of credit from a bank.
      Repayment of such line of credit has been guaranteed by an officer of the
      Company.

5.    EQUITY TRANSACTIONS

      In July 1999, the Company issued and sold 38,000 shares of common stock
      for $2.70 per share.

      From July to September 1999, 34,000 shares of common stock were
      distributed as compensation to management and consultants; the fair value
      of these shares is $106,200 and is recorded as compensation expense.

6.    RELATED PARTY TRANSACTIONS

      The Company has certain outstanding receivable and payable balances with
      related parties. The receivable amounts are derived from sales in the
      ordinary course of business and the payable amounts relate to certain
      consulting services.


                                       7
<PAGE>

7.    CONTRACT TERMINATION

      In July 1999, the Company terminated the Exclusive Marketing
      Representative Agreement ("Marketing Agreement") between Scardello
      Marketing Group, LLC ("SMG") and acquired certain assets of SMG. The
      Marketing Agreement had a term of five years ending in 2004. In connection
      with the termination of the Marketing Agreement, the Company issued to SMG
      330,000 shares of restricted common stock valued at $2.70 per share,
      assumed a note payable of $25,000 due to a bank and received the proceeds
      of such note, and forgave $15,396 in debt due from SMG. The Company
      acquired the assets of SMG and terminated the Marketing Agreement
      primarily to internally operate the Company's marketing activities.

8.    RESTATEMENT

      In July 1999, the Company terminated the Exclusive Marketing
      Representative Agreement ("Marketing Agreement") between 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 and nine months ended
      September 30, 1999, 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 and nine months ended September 30, 1999 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:


                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                        As Previously          As
                                                          Reported          Restated
      <S>                                                <C>              <C>
      As of September 30, 1999:
         Other assets                                    $ 1,177,736      $   125,220
         Additional paid-in capital                        4,141,744        3,795,244
         Accumulated deficit                              (3,145,777)      (3,851,793)

      For the three months ended September 30, 1999:
         Other operating expenses                            348,327        1,054,343
         Total operating expenses                           (613,222)      (1,319,238)
         Loss from operations                               (559,981)      (1,265,997)
         Net loss                                           (559,580)      (1,265,596)
         Basic and diluted loss per share                      (0.10)           (0.22)

      For the nine months ended September 30, 1999:
         Other operating expenses                            655,311        1,361,327
         Total operating expenses                         (2,503,551)      (3,209,567)
         Loss from operations                             (2,334,815)      (3,040,831)
         Net loss                                         (2,315,923)      (3,021,939)
         Basic and diluted loss per share                      (0.43)           (0.56)
</TABLE>

                                     ******

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 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 and nine months ended September 30,
1999, 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


                                       9
<PAGE>

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
and nine months ended September 30, 1999 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 is an early stage healthcare services company specializing in the
delivery of medical supplies and chronic disease management programs to
chronically ill patients on behalf of managed care payors.

      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.

      MediQuik is seeking to rapidly expand through internal sales growth and
strategic acquisition. During 1998 and through third quarter of 1999, the
Company established: (i) corporate marketing and fulfillment operations; (ii)
contractual relations with product manufacturers; (iii) contractual relations
with specialty service providers; and (iv) contractual relationships with
insurance payors and provider networks; (v) a joint venture with a pharmacy
products distribution company; and (vi) initial patient enrollment and
fulfillment operations.

      The Company offers comprehensive disease monitoring and maintenance
solutions by providing pharmacy and diagnostic products, disease education,
compliance review and reporting, and personal health resources via the U.S.
Mail, telecommunications and the Internet. 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, preferred
provider organizations, self-insured companies and other third-party payors in
an effort to enhance the quality of life for chronically ill patients and
improve the financial outcomes for managed care payors.

      The Company seeks to provide disease management products and services to
patients who: (i) require disease treatment and maintenance for long periods of
time; (ii) require medical testing products and prescription medications; and
(iii) require extensive disease education and self-management tools.

      The Company is currently serving patients with diabetes and is developing
new disease management programs for other high cost, chronic diseases, such as
respiratory disease 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.

      MediQuik offers patients and managed care plans a single source for
disease management products, mail-order medications, personalized education, 24
hour nurse assistance, and quarterly patient counseling. The Company provides a
complete line of blood glucose monitoring systems, testing strips, lancets,
swabs, insulin pumps, compliance and would care products for diabetes patients,
and the Company is adding new


                                       10
<PAGE>

products and services to complement the existing disease management programs.
The Company also provides billing and collection activities on behalf of the
patient to the healthcare plan.

      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.

      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. MediQuik receives patients
primarily through agreements with managed care plans and provider networks.

REVENUE FROM OPERATIONS

      The Company commenced operations in July 1998 and received its initial
revenue in August 1998. For the period from April 7, 1998 to September 30, 1998,
the Company reported revenue of $18,122. Total revenue increased to $846,532 for
the nine months ended September 30, 1999. The Company reported revenue of
$18,122 for the three months ended September 30, 1998. Total revenue increased
to $125,678 for the three months ended September 30, 1999.

      Revenue growth was primarily derived from diagnostic product sales to
managed care plans, providers and patients. The Company expected and experienced
increased revenue from direct sales to managed care plans and decreased revenue
from sales to other managed care providers during the third quarter of 1999. The
Company expects and experienced significant improvement in gross margin
percentages with increased direct managed care plan revenues. To date, the
Company has not relied on cash flow from operations to fund its initial
operating activities.

GROSS PROFIT

      The Company commenced operations in July 1998 and received its initial
gross profit in August 1998. For the period from April 7, 1998 to September 30,
1998, the Company reported gross profit of $1,907 or 10.5% of revenue for the
period. Gross profit increased to $168,736 or 20.0% of revenue, for the nine
months ended September 30, 1999. For the three month period ended September 30,
1998, the Company reported gross profit of $1,907 or 10.5% of revenue. Gross
profit increased to $53,241 for the three months ended September 30, 1999
representing 42.4% of revenue prior to sales commissions.

      Gross profit was derived from diagnostic product sales to managed care
payors and patients. The increase in the gross profit percentage for 1999 is the
result of volume purchase discounts and immediate payment upon delivery terms.
The Company expected and experienced significant increases in gross profit
percentage with increases in direct sales to managed care plans during the third
quarter.

OPERATING EXPENSES

      For the period from April 7, 1998 to September 30, 1998, operating
expenses were $293,641. The operating expenses for 1998 and 1999 reflect
increased consulting fees related to the issuance of common stock for services.
Operating expenses increased to $3,209,567 for the nine months ended September
30, 1999, reflecting initiation of the Company's operating activities. For the
three month period ended September 30, 1998, the Company reported operating
expense of $224,847. Operating expenses increased to $1,319,238 for three month
period ended September 30, 1999.


                                       11
<PAGE>

      The increase in operating expenses is primarily associated with the
initiation of operating business activities including marketing and selling
expenses, general and administrative costs and the hiring and training of staff.
The increased operating expenses is also associated with start-up activities of
ChronicRx.com, an 80% owned Internet disease management and pharmacy subsidiary
and the costs of terminating the marketing agreement with the Scardello
Marketing Group, LLC.

NET LOSS

      The Company experienced a net loss of $291,734 for the period from April
7, 1998 to September 30, 1998, primarily attributed to the development of the
Company's business operations. The majority of the net loss for 1998 and 1999
reflect increased consulting fees related to the issuance common stock for
services. Net loss increased to $3,021,939 for the nine months ended September
30, 1999. For the three months ended September 30, 1998, the Net loss was
$222,940. The Company experienced an increased net loss of $1,265,596 for the
three months ended September 30, 1999. The increased net loss is related to the
costs of terminating the marketing agreement with the Scardello Marketing Group,
LLC. The Company expects the net loss to significantly decrease with increased
revenues and gross profits from its business operations.

LIQUIDITY AND CAPITAL RESOURCES

      The Company had an aggregate of $29,429 in cash as of September 30, 1999.
The Company has $115,000 of 15% subordinated debentures due in December 1999.
The debentures are owed to significant shareholders of the Company. The Company
has accrued expenses of $314,211 and accounts payable of $223,556 as of
September 30, 1999. The accrued expenses include accrued wages to Company
officers and insiders who are significant shareholders in the Company and
estimated legal expenses through September 30, 1999. As revenues increase, the
Company expects working capital requirements to increase. The Company expects to
pursue additional equity and debt financing to meet future working capital
requirements.

      Accounts receivable were $162,485 as of September 30, 1999. Accounts
receivable are primarily derived from payments due to the Company by managed
care plans and providers. 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.

      The Company had a $25,000 line of credit as of September 30, 1999. The
Company expects to seek additional lines of credit to finance inventory purchase
requirements associated with revenue growth.

YEAR 2000 READINESS

      Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. Beginning in the year
2000, these date code fields will need to accept four digit entries in order to
distinguish dates beginning "20" from dates beginning "19". As a result,
computer systems and/or software used by many companies will need to be upgraded
to comply with "Year 2000" requirements. This is commonly known as the "Year
2000 Issue". The Company is presently evaluating the impact of the Year 2000
Issue as it affects its business operations and interfaces with customers and
vendors. The Company has developed an internal team that is assessing Year 2000
readiness. Internal computer systems have been reviewed and cleared by outside
system consultants for Year 2000 compliance. The Company is heavily reliant on
outsource vendors in the delivery of products and continues to assess their
level of readiness. A description of Year 2000 readiness is as follows:

      1.    The Company completed a detailed inventory and risk assessment of
            all systems and business operations.


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<PAGE>

      2.    The Company converted all internal information technologies to Year
            2000 compliant systems.

      3.    The Company will continue communication with customers and vendors
            on Year 2000 readiness.

      The Company believes that the Year 2000 project compliance will cost
approximately $5,000. The Company is committed to providing the necessary
resources for Year 2000 compliance.

      The Company believes that its greatest Year 2000 risk is related to
reimbursement from third-party payors. Risk also exists relative to the flow of
inventory from vendors. Minimal risks are associated with the Company's
information technologies, financial systems and internal communications. Prior
to year end 1999, the Company plans to develop Year 2000 contingency plans for
continuing operations in the event of disruptions due to the Year 2000 Issue.
There can be no assurance, however, that all instances of noncompliance which
could have a material adverse effect on the Company's operations or financial
condition have been identified. Additionally, there can be no assurance that the
systems of other companies with which the Company transacts business will be
corrected on a timely basis, or that such systems, would not have a material
adverse effect on the Company's operations or financial condition.


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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

      (A) EXHIBITS. The following exhibits are filed as part of this report:

                                INDEX TO EXHIBITS

Exhibit No.
-----------

11.1          --      Computation of Earnings per Share.
27.1          --      Financial Data Schedule

                  (B) Reports on Form 8-K .........................   None


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<PAGE>

Pursuant to the requirements of Sections 13 of 15(d) 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.

                            MEDIQUIK SERVICES, INC.,
                             A DELAWARE CORPORATION
                                  (REGISTRANT)


Date November ___, 2000                         /S/ Grant M. Gables
     ------------------------          -----------------------------------------
                                                    Grant M. Gables
                                       President and principal financial officer


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