<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                  FORM 10-QSB

                                   (Mark One)
           -
          /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           -            SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1995
                                              ------------------

                                       OR
           -
          /_/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

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


                         Commission File Number 0-13324
                                               --------- 

                                 JUDICATE, INC.
                    ----------------------------------------           
                    (Exact name of small business registrant
                          as specified in its charter)

                   Delaware                          23-2257354
         ----------------------------           -------------------
         (State or other jurisdiction             (I.R.S. Employer
             of incorporation or                Identification No.)
                organization)

       The Bellevue, Suite 800, 200 S. Broad St., Phila., PA        19102
      -------------------------------------------------------    ----------
              (Address of principal executive offices)           (Zip Code)

                                 (215) 546-6200
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes  X    No
                                    ----      ---- 

     As of November 10, 1995, the  Registrant  had  12,495,749  shares of Common
Stock, $.0001 par value, outstanding.


<PAGE>






                                 JUDICATE, INC.


                                     INDEX
<TABLE>
<CAPTION>
                                                                   Page No.
                                                                   -------
<S>                                                                 <C>    

PART I.   Financial Information


  Item 1.  Financial Statements (unaudited)

     Consolidated Balance Sheet - At                                   2
     September 30, 1995 and December 31, 1994

     Consolidated Statement of Operations - Three                      3
     Month and Nine Month Periods Ended
     September 30, 1995 and 1994

     Consolidated Statement of Cash Flows - Nine                       4
     Month Periods Ended September 30, 1995 and 1994

     Notes to Consolidated Financial Statements                      5 - 6

  Item 2.  Management's Discussion and Analysis                      7 - 10
           or Plan of Operation


PART II.  Other Information                                            11


Signature Page                                                         12

</TABLE>

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements (unaudited).

                        JUDICATE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                    SEPTEMBER 30, 1995 AND DECEMBER 31, 1994

                                     ASSETS
<TABLE>
<CAPTION>
                                       September 30   December 31,
                                            1995           1994
                                       ------------   ------------
<S>                                     <C>            <C>   
Current assets:
  Cash and cash equivalents             $    19,375    $ 1,520,730
  Accounts receivable trade, net          1,423,979         72,201
  Other receivables                         293,574         55,445
  Inventories                             2,406,861              -
  Prepaid expenses                           85,310        109,480
                                        -----------    -----------
         Total current assets             4,229,099      1,757,856

Property and equipment, net                 409,382         50,069
Cost in excess of net assets
  of business acquired                    6,432,863              -
Other assets                                118,170         65,202
                                        -----------    -----------
         Total Assets                   $11,189,514    $ 1,873,127
                                        ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Notes payable                          $   300,000   $         -
  Accounts payable and accrued expenses    1,323,167       318,751
  Current portion of long-term debt          550,000             -
                                         -----------   ----------- 
   Total current liabilities              2,173,167        318,751
                                         
Long-term debt                            1,591,000              -
                                         ----------    -----------
   Total liabilities                      3,764,167        318,751
                                         ----------    -----------
Shareholders' equity:
 Preferred Stock $.01 par value;
   authorized 1,000,000 shares;
   issued and outstanding 25,000 shares
   in 1995 and 140,000 shares in 1994           250          1,400
 Common Stock $.0001 par value;
   authorized 20,000,000 shares;
   issued and outstanding 12,445,749
   shares in 1995 and 6,733,805 shares
   in 1994                                    1,245            673
 Additional paid-in capital              22,902,981     17,260,549
 Accumulated Deficit                   ( 15,479,129)   (15,708,246)
                                       -------------   -----------  
   Total shareholders' equity             7,425,347      1,554,376
                                       -------------   -----------
   Total liabilities and shareholders'
     equity                            $ 11,189,514    $ 1,873,127
                                       ============    =========== 
</TABLE>
              See notes to consolidated financial statements.

<PAGE>


                        JUDICATE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
      THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994




<TABLE>
<CAPTION>
                                                             Three Months Ended                     Nine Months Ended
                                                                September 30,                        September 30, 
                                                        -----------------------------        ----------------------------- 
                                                           1995              1994               1995              1994
                                                           ----              ----               ----              ----
<S>                                                     <C>                 <C>              <C>                <C>    
Revenue:
  Sales                                                 $ 2,324,795                --        $ 4,682,402                --
  Fee Income                                                 45,991           133,822            226,355           626,612
                                                        -----------         ---------        -----------        ----------
                                                          2,370,786           133,822          4,908,757           626,612
                                                        -----------         ---------        -----------        ----------
Operating costs
 and expenses:

  Cost of products
   and services sold                                      1,344,562            60,226          2,817,002           212,700
  Selling, general &
   administration
   expenses                                                 646,191           205,218          1,567,705           732,751
  Depreciation and
   amortization                                              60,514            16,500            119,916            49,500
                                                        -----------        ----------         ----------         ---------
                                                          2,051,267           281,944          4,504,623           994,951
                                                        -----------        ----------         ----------       -----------   
Operating income
 (loss)                                                     319,519          (148,122)           404,134          (368,339)
Interest expense                                             72,526            15,779            130,502             9,492
                                                        -----------        ----------          ---------       -----------
Income (loss) before
 income taxes                                               246,993          (163,901)           273,632          (377,831)
                                                     
Provision for income
 taxes                                                       18,075                --             44,515               --
                                                         ----------        ----------          ---------       ----------
Net income (loss)                                        $  228,918        $ (163,901)         $ 229,117       $ (377,831)
                                                         ==========        ==========          =========       ==========
Net income (loss)
 per common share                                        $      .02        $     (.05)         $     .02       $     (.15)
                                                         ==========        ==========          =========       ==========
Average number of
 common shares and
 common share
 equivalents
 outstanding                                             15,005,822         3,448,605         13,707,612         2,527,666
                                                         ==========         =========         ==========       ===========   
</TABLE>



                 See notes to consolidated financial statements.

<PAGE>


                        JUDICATE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
              NINE MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994


<TABLE>
<CAPTION>
                                                   September 30,   September 30,
                                                       1995            1994
                                                   ------------    ------------
<S>                                                  <C>          <C>    
Cash flows from operating activities:
 Net income (loss)                                   $  229,117   $ (377,831)
 Adjustments to reconcile net income (loss) to
  net cash used in operating activities:
   Depreciation and Amortization                        119,916       49,500
   Change in assets and liabilities:
    (Increase) decrease in accounts receivable         (722,907)      74,891
    (Increase) in inventories                          (154,861)           -
    Decrease in prepaid expenses and other assets        24,170        8,566
    Increase (Decrease) in accounts payable and
      accrued expenses                                  147,538     (122,085)
                                                     ----------    ---------
    Net cash used in operating activities              (357,027)    (366,959)
                                                     ----------    ---------
Cash flows from investing activities:
 Net cash consideration paid for
    acquired business                                (5,229,847)           -
 Acquisition of property and equipment, net            (138,692)           -
                                                     ----------    --------- 
      Net cash used in investing activities          (5,368,539)           -
                                                     ----------    ---------
Cash flows from financing activities:
  Proceeds from short-term borrowings                   300,000            -
  Proceeds from long-term borrowings                  2,416,000            -
  Proceeds from private placement                     1,740,000            -
  Proceeds from exercise of stock options               281,250      449,190
  Costs Associated with Private Placement              (238,039)     (28,184)
  Repayment of long-term debt                          (275,000)           -
                                                     ----------   ----------
    Net cash provided by financing activities         4,224,211      421,006
                                                     ----------   ----------
(Decrease) Increase in cash and cash equivalents     (1,501,355)      54,047

Cash and cash equivalents at
 beginning of period                                  1,520,730      643,029
                                                     ----------   ----------  
Cash and cash equivalents at end of period           $   19,375   $  697,076
                                                     ==========   ==========
</TABLE>


                 See notes to consolidated financial statements.

<PAGE>



                        JUDICATE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994

Note 1.   Basis of presentation.

         The accompanying unaudited consolidated financial statements include
the accounts of the Company and its subsidiaries. The consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and in accordance with the
instructions for Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

         In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the three month and nine month periods ended
September 30, 1995 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1995. The accompanying consolidated
balance sheet as of December 31, 1994 is unaudited, however, it has been derived
from the audited financial statements at that date. For further information,
refer to the financial statements and footnotes thereto included in the
Company's annual report on Form 10-KSB for the year ended December 31, 1994.

Note 2.  Acquisition of electronic hardware distribution business.

         On March 31, 1995, the Company acquired Quest Electronic Hardware, Inc.
("Quest"), a specialized distributor of fasteners and electronic hardware sold
to electronic equipment manufacturers, in exchange for 3,872,000 shares of the
Company's common stock. Simultaneously, the Company contributed to Quest cash of
$2,850,000 as additional paid-in capital and Quest purchased the fasteners
distribution business from Arrow Electronics, Inc. ("Arrow") for net cash
consideration of $5,229,847. In connection with these transactions, the Company
recorded $6,503,837 of cost in excess of net assets of business acquired. The
Company does not expect that Statement of Accounting Financial Standards No.
121, Accounting for the Impairment of Long-Lived Assets, will have any impact on
the Company's Consolidated Financial Statements.

Note 3.  Long-term debt.

         In connection with the acquisition by Quest of the fasteners
distribution business from Arrow, Quest entered into a loan agreement with a
bank which provided for a $2,200,000 term loan to finance a portion of the
purchase price. In addition, the loan agreement provides for a revolving credit
facility of $800,000, which was fully available to Quest at March 31, 1995. As
of September 30, 1995, $216,000 was borrowed and outstanding under the revolving
credit facility. The term loan, which bears interest at the rate of 2.0% above
the Prime Rate, is payable in equal quarterly installments over a four year
period. The revolving credit facility bears interest at the rate of 1.5% above
the Prime Rate.


<PAGE>


Note 4.  Provision for restructuring.

         As a result of declining revenues of the Company's ADR business,
stemming in part from increased competition, and the resultant historical
losses, the Company undertook a plan of action to downsize and restructure its
ADR business in order to establish a more acceptable relationship of expenses of
that business to its revenues. The Company's operating results for the nine
month period ended September 30, 1995 include a provision for restructuring of
$125,000 recorded in the quarter ended March 31, 1995. More than $60,000 of such
provision is attributable to the write-off of fixed assets and idle equipment
associated with the downsizing of the ADR business. The balance of the provision
is associated with lease termination costs, the relocation of the ADR business
to more suitable office space, forfeiture of security deposits, and other costs
associated with the downsizing and restructuring of the ADR business. During
August 1995, the Company relocated the office of the ADR business to more
suitable space. The Company is evaluating its alternatives with respect to the
future operation of its ADR business, including the possible sale, disposition
or discontinuance of the business.

Note 5.  Subsequent event.

         On November 13, 1995, Quest signed a three-year Master Purchase Order
and Sales Agreement with Applied Materials, under which Quest will provide
Applied Materials with fasteners and electronic hardware at one of its
manufacturing facilities located in Austin, Texas. The Master Purchase Order and
Sales Agreement has an estimated total contact value of $2,500,000 per year. The
actual level of sales under the agreement will be dependent upon a number of
factors which could result in sales under the agreement being higher or lower
than estimated. In November 1995, Quest also opened a new sales and stocking
branch in Austin in order to support the Applied Materials program. The branch
is commencing operations in a newly constructed 9,000 square foot leased
facility.

<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         For the three and nine month periods ended September 30, 1995.

         The results of operations through September 30, 1995 include the
results of the Company's alternative dispute resolution ("ADR") business and,
from April 1, 1995, the operating results of the fasteners and electronic
hardware distribution ("Quest") business acquired by the Company on March 31,
1995 (see Note 2 of Notes to Consolidated Financial Statements.)

         Results of Operations

         The following summarizes the results of operations for each of the
Company's businesses for the three month and nine month periods ended September
30, 1995:
<TABLE>
<CAPTION>
                              Three months ended September 30, 1995
                              -------------------------------------
                                Quest           ADR         Total
                                -----           ---         ----- 
<S>                           <C>            <C>         <C>       
Revenue                       $2,324,795     $  45,991   $2,370,786

Costs and expenses             1,977,231        74,036    2,051,267
                              ----------     ---------   ----------

Operating income                 347,564       (28,045)     319,519

Interest expense                  64,203         8,323       72,526
                               ---------      --------   ----------

Income (loss) before taxes       283,361       (36,368)     246,993

Tax provision                     18,075             -       18,075
                              ----------     ---------   ----------
Net income (loss)             $  265,286     $ (36,368)  $  228,918
                              ==========     =========   ==========

                                Nine months ended September 30, 1995
                               -------------------------------------
                                 Quest           ADR         Total
                                 -----           ---         -----

Revenue                       $4,682,402     $ 226,355   $4,908,757

Costs and expenses             3,990,399       514,224    4,504,623
                              ----------     ---------   ----------

Operating income (loss)          692,003      (287,869)     404,134

Interest expense                 129,905           597      130,502
                              ----------     ---------    ---------   

Income (loss) before taxes       562,098      (288,466)     273,632

Tax provision                     44,515             -       44,515
                              ----------     ---------   ---------- 
Net income (loss)             $  517,583     $(288,466)  $  229,117
                              ==========     =========   ==========
</TABLE>


<PAGE>

          The significant growth in the Company's revenues for both the three
month and nine month periods ended September 30, 1995 over the comparable 1994
periods is due to the acquisition of Quest. Revenues for Quest in the quarter
were slightly behind the record level of quarterly sales recorded last quarter,
as the summer months are cyclically a slower sales period. Revenues of the ADR
business declined by $87,831 and $400,257 for the three month and nine month
periods ended September 30, 1995, respectively, compared with the comparable
periods in the prior year. This decline reflects the Company's continuing
program of downsizing and restructuring in response to increased competition and
historical losses. Such restructuring has resulted in bringing the ADR business
to breakeven in the three month period ended June 30, 1995, with a loss of
$36,368 in the current quarter resulting from a further sales decline.

          The Company's operating income was $319,519 for the quarter ended
September 30, 1995 compared with an operating loss of $148,122 for the prior
year quarter. For the nine month period ended September 30, 1995, operating
income was $404,134 compared with an operating loss of $368,339 for the
comparable prior year period. These improvements are due to the operating income
achieved by Quest of $692,003 since its acquisition on March 31, 1995, as well
as the significant reductions in costs and expenses of the ADR business. Such
expenses were $74,036 for the quarter ended September 30, 1995 compared with
$281,944 in the prior year quarter. For the nine month periods, such expenses
were $514,224 in 1995 compared with $994,951 in 1994. Expenses for the 1995 nine
month period include a provision for restructuring of $125,000 recorded in the
quarter ended March 31, 1995 (see Note 4 of Notes to Consolidated Financial
Statements). Such provision is attributable to the write-off of fixed assets and
idle equipment associated with the downsizing of the ADR business, as well as
lease termination costs, the relocation to more suitable office space,
forfeiture of security deposits and other costs associated with the downsizing
and restructuring of the ADR business. Quest's operating income of $347,564 for
the quarter represents 15% of its revenues, a relationship which is consistent
with the historical performance of the business.

          Interest expense for the three month and nine month periods ended
September 30, 1995 amounted to $72,526 and $130,502, respectively, principally
reflecting the cost of borrowings associated with the acquisition of the
electronic hardware distribution business (see Note 3 of Notes to Consolidated
Financial Statements). For the comparable prior year periods, the Company's
results include minor amounts of interest income resulting from the investment
of excess cash.

          The provision for income taxes for the three and nine month periods
ended September 30, 1995 principally reflects state income tax provisions for
states in which Quest does business.

          Net income for the quarter ended September 30, 1995 amounted to
$228,918 compared with a loss of $163,901 in the comparable prior year quarter.
Net income for the nine month period ended September 30, 1995 was $229,117
compared with a loss of $377,831 in the comparable 1994 period. These
improvements reflect the operating income of Quest, partially reduced by
interest expense and income taxes, and the reduction in operating expenses of
the ADR business.

<PAGE>

          Liquidity and Capital Resources

          As of September 30, 1995, the Company had $19,375 in cash and
short-term investments, compared to $1,520,730 as of December 31, 1994. As of
September 30, 1995 the Company had working capital of $1,978,060, compared with
working capital of $1,439,105 as of December 31, 1994. The Company's decrease in
cash and short-term investments at September 30, 1995 compared to December 31,
1994 is principally due to the Company's March 31, 1995 acquisition of Quest
Electronic Hardware, Inc. (see Note 2 of Notes to Consolidated Financial
Statements). The net cash consideration paid for the acquired business amounted
to $5,229,847, which was funded by $2,500,000 in borrowings (including
$2,200,000 of long-term bank borrowings), $1,501,961 in net proceeds derived
from the private placement of the Company's common stock, and available cash. In
addition, the Company repaid $137,500 of bank debt during each of the last two
quarters, for an aggregate of $275,000 of repayments.

          For the nine months ended September 30, 1995, the net cash used in the
Company's operating activities amounted to $357,027, principally reflecting
increased accounts receivable associated with the business of Quest. For the
nine months ended September 30, 1994, the net cash used in the Company's
operating activities amounted to $366,959, principally reflecting operating
losses of the ADR business. As previously discussed, the Company is evaluating
its alternatives with respect to the future operations of the ADR business and
there can be no assurance that the Company will continue its ADR operations.

          In conjunction with the acquisition of the electronic hardware
distribution business, Quest obtained an $800,000 working capital line of
credit, of which $216,000 was borrowed and outstanding at September 30, 1995 and
$584,000 is fully available for future working capital needs. Amounts
outstanding under such working capital line of credit shall bear interest at a
rate equal to: (i) 1.5% above the lender's prime rate should Quest's tangible
net worth be less than or equal to $1,750,000; or (ii) 1.0% above the lender's
prime rate should Quest's tangible net worth be in excess of $1,750,000. As of
November 10, 1995, the interest rate on the amount outstanding under the working
capital line of credit was 10.25%. In order to secure the obligations of Quest
under the working capital line of credit and the related term loan from the
lender, the Company entered into a stock pledge agreement with the lender
whereby the Company pledged to the lender the shares of capital stock of Quest
which the Company held at the date of such agreement and any shares of Quest in
which the Company may thereafter acquire an interest. In addition, Quest granted
a security interest in substantially all of its assets to the lender.

          In November 1995, Quest signed a three-year Master Purchase Order and
Sales Agreement with a major customer (see Note 5 of Notes to Consolidated
Financial Statements). Management believes that this agreement, together with
other sales opportunities in the Austin market, will result in a material
increase in Quest's annual sales. In view of this increased level of sales and
other potential growth opportunities, Quest is in the process of increasing its
working capital line of credit to $1,500,000, under terms and conditions
generally consistent with those outlined above.


<PAGE>

          The Company intends to identify and evaluate potential merger and
acquisition candidates engaged in lines of business complementary to the
distribution of fasteners and electronic hardware business conducted by Quest.
While certain of such potential acquisition opportunities are at various stages
of consideration and evaluation, none are at any definitive stage at this time.
Management believes that its working capital, funds available under its credit
agreement, and funds generated from operations will be sufficient to meets its
obligations through 1996, exclusive of any cash requirements which may come
about as a result of other business acquisitions.

          On May 4, 1995, in consideration of the payment of $3,000 by the
Company to the remaining defendant in a pending matter, a settlement was agreed
to between the Company and such defendant. On May 24, 1995, a stipulation
discontinuing such action, as against the Company and the defendant, was filed
with the Court. It is management's belief that said settlement will not have a
material adverse effect on the liquidity or capital resources of the Company.

<PAGE>



                          PART II - OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

          Not applicable.

Item 2.   CHANGES IN SECURITIES

          Not applicable.

Item 3.   DEFAULTS UPON SENIOR SECURITIES

          Not applicable.

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

          Not applicable.

Item 5.   OTHER INFORMATION

          Not applicable.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          Not applicable.


<PAGE>



                                   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.







                                                  JUDICATE, INC.




Dated:  November 14, 1995                  /s/ Dominic A. Polimeni
                                           ------------------------------
                                           Dominic A. Polimeni, President
                                           and Chief Operating Officer


Dated:  November 14, 1995                  /s/ Milton M. Adler
                                           ------------------------------
                                           Milton M. Adler, Treasurer
                                           (Principal Financial and
                                            Accounting Officer)


<PAGE>