FORM 10-KSB
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934
     For the Fiscal Year ended December 31, 1998
     Commission File Number 0-13338

                                INFOAMERICA, INC.

                 Colorado                                 84-0853869
           ---------------------                      ------------------
          (State or other juris-                     (IRS Employer
           diction of incorpora-                      Identification No.)
           tion or organization)

                                2600 Canton Court
                                     Suite G
                          Fort Collins, Colorado 80525
                          ----------------------------
                                 (970) 221-5599

Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock

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 and,  (2) has been subject to such filing  requirements
for the past 90 days. YES [X] NO [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best  of  registrant's  knowledge  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[X]

Issuer's revenues for fiscal year 1998 were $504,825. The aggregate market value
of the  Registrant's  voting stock held as of December 31, 1998 by nonaffiliates
of the Registrant was $0.00.

As of March 24, 1999,  Registrant  had 5,214,521  shares of its $0.025 par value
common stock issued and outstanding.


<PAGE>

                                     PART I

ITEM 1. BUSINESS

     (a) General  Development of Business.  InfoAmerica,  Inc.  ("Company")  was
incorporated  under  the laws of the  state of  Colorado  on June 9,  1981.  The
Company operated as a Colorado general partnership from October,  1980 until its
incorporation.

     Prior to 1986, the Company provided a unique advertising medium targeted at
travelers,  tourists and  conventioneers.  From 1986 to 1989 the Company focused
almost  exclusively  on the  financial  institution  marketplace  and  made  its
software  compatible with hardware available from major automated teller machine
(ATM)  vendors.  Since 1990,  the Company has devoted  part of its  resources to
software  consulting  and the  balance to the  development  and  marketing  of a
product for the fast-food industry.

     During 1998, the Company actively pursued merger  opportunities as a method
to provide liquidity to shareholders.  Based on events during the second half of
1998,  the  Company  anticipates  that it will enter into a contract  to acquire
three privately held  corporations  which together own and operate a small cable
television  business in Tehachapi,  California.  The Company believes this cable
business  has a value  in  excess  of  $2.0  million.  In  connection  with  the
anticipated  transaction,  the  Company  would  issu  securities  equivalent  to
approximately   80%  of  the  Company's  voting  common  stock.   Following  the
transaction,  the  Company  would  assume  operation  of  the  cable  television
business. Upon completion of the transaction, which would be expected during the
first quarter of 1999, the present  officers and directors  would be replaced by
management  of the  acquired  corporations.  At the  time of  completion  of the
transaction,  the Company  would sell the assets  utilized by the Company to its
present  management in consideration of cancellation of obligations owed to such
persons,  surrender of securities  owned and termination of long term employment
contracts  and  options.  There  is no  assurance  such a  transaction  will  be
completed as anticipated.

     (b) Financial  Information  About Industry  Segments.  Since  inception the
Company's  revenues,  operating profits and losses and identifiable  assets have
been attributable to one industry segment-the production,  marketing, consulting
and  operation  of touch  screen,  interactive  video  information  systems  and
software.

     (c) Narrative  Description of Business.  The Company's primary business has
been  consulting  to the fast food industry and licensing of software to operate
touch  sensitive  computer  systems  targeted  for the fast food  industry.  

          (i)  Product, Marketing and Sales.

Product

     General.  The current  version of the Company's DOS based software has been
designated as  Touchware-5.0.  The Touchware-5.0  software  activates a Point of
Sale (POS)  terminal for use by either a clerk or a customer when a user touches
the video  monitor.  Once a touch is made,  the video monitor  displays  several
options the user can select from,  called a "menu".  Using a menu type approach,
the user can view and select  from a series of  displays  on the  monitor.  This
allows users to move quickly from general categories to the specific information
being  sought.  This process,  from general to specific,  is  accomplished  by a
series of well organized menus  controlled by the  Touchware-5.0  software.  The
Touchware-5.0  software  permits  a user to have easy  access to  computer-based
information  as well as  place  orders  in a  retail  environment.  The  Company
believes that its  software,  coupled with touch screen,  color  graphics  based
hardware,  is simple to use and is considered "user  friendly".



                                       2
<PAGE>


     Benefits of the System. The Company believes that its software executing on
a POS or Customer Activated Terminal (CAT) allows fast food clerks and customers
to place their orders more  accurately and faster  compared to more  traditional
ordering  methods.  Additionally,  with increases in the minimum wage,  employee
health  care  costs and  difficulty  in hiring  qualified  personnel,  fast-food
operators  are  searching  for  methods  to  improve  the   productivity  of  an
increasingly  expensive labor supply.

     CATs, in particular, seem to offer the benefit of handling the same or more
customers  without  adding  additional  labor.  Also,  the CAT has  provided the
following benefits to fast-food  operators:  1) improved customer  satisfaction,
and 2) perceived faster speed of service.

Marketing and Sales
                                                           
     The Company  developed the  Touchware-5.0  software  product to satisfy the
needs  of the  fast-food  industry.  The  Company  has been  marketing  products
directly to major chain fast food accounts. The Company's continued success will
depend on its  ability to market the  Touchware-5.0  software  to the  fast-food
industry.  As of December 31, 1998, the Company has  installations and pilots in
progress within the fast-food  industry.  There is no assurance that the Company
will be successful with its fast food product.

     Additionally,  the Company has not had the financial  resources required to
either develop and/or port the  Touchware-5.0  product to the Windows  operating
system from DOS. The inability to offer a Windows product is beginning to have a
significantly  negative impact on the Company's  sales and marketing  efforts as
well as the ability to attract talented software engineers.  Without development
of a Windows based product, the Company's future is uncertain.

     Exclusive Licensees.

     Not applicable

     Other Marketing Arrangements.

          (i) Status of Product.  As of December 31, 1998, the Company continues
to enhance the Touchware-5.0 software product for the fast-food industry.

          (ii) Raw Materials. Not applicable.

          (iii) Patents,  Trademarks and Licenses. The Company received a patent
on a unique  feature of its Touchware 5.0 software  technology  during 1998. The
Company has registered its trade names and service mark with the U.S. Patent and
Trademark Office.  The Company has received  copyrights on its Touchware-200 and
300 software products from the U.S. Copyright Office.

          (iv) Seasonality. The Company's business is not seasonal in nature.

          (v) Working Capital Items.  The nature of the Company's  business does
not  require  that it  carry  significant  amounts  of  inventory  or that it be
prepared to meet rapid  delivery  requirements  of  customers or that it provide
extended payment terms to customers;  and, therefore, such considerations do not
mandate that the Company maintain a significant working capital position.

          (vi)  Customer  Dependence.  In 1998, the Company  received 95% of its
total revenue from three customers.

          (vii) Backlog of Orders. The Company has no backlog of orders.

          (viii) Government Contracts. No portion of the business of the Company
is  subject  to   renegotiation  of  profits  or  termination  of  contracts  or
subcontracts at the election of the government.

          (ix) Competition.  Many companies compete in the POS business although
few  compete  in  the  CAT  business.  The  Company  expects  that a  number  of
competitors will be entering the CAT business in the next several years. Most of


                                       3
<PAGE>

the competitors have much greater financial,  marketing and technical  resources
than the Company.  Other CAT  competitors are expected to enter the business and
compete  directly  with  the  Company  as the  potential  size of the  fast-food
customer activated  terminal market is realized.  The business of the Company is
relatively  easy to enter  with few  barriers  to entry.  Although  the  Company
considers that its CAT software  operates the computer  system more  efficiently
than software otherwise presently available,  there is generally available other
software  which  permits  operation of  computers  using touch  sensitive  video
screens. Therefore, it is probable that other companies will enter the business.
                                                           
          The Company's ability to compete effectively against new entrants will
depend on its  ability to  capitalize  on its  experience,  current  reputation,
existing software and customer base. It is imperative that the Company develop a
Windows based version of its Touchware-5.0 software to remain competitive in the
market.

          (xi) Research and Development.  Product  enhancements  were created in
response  to  customer   requests  and  are  not   classified  as  Research  and
Development.

          (xii) Environmental Regulations.  Since its inception, the Company has
not made any material capital expenditures for environmental  control facilities
and the Company does not expect to make any such expenditures during the current
or forthcoming fiscal year.

          (xiii)  Employees.  On December 31, 1998,  the Company  employed three
persons on a full-time basis including its two corporate  officers.  The Company
also utilizes,  on a part-time basis,  approximately 10 technical and management
consultants who work with the Company on an as needed basis.

     (d) Financial  Information About Foreign and Domestic Operations and Export
Sales.  Approximately  51% of the  Company's  revenues are derived from software
licenses and support fees generated by companies  conducting business in foreign
countries.

     The Company anticipates that it will enter into a contract to acquire three
privately  held  corporations  which  together  own and  operate  a small  cable
television  business in Tehachapi,  California.  The Company believes this cable
business  has a value  in  excess  of  $2.0  million.  In  connection  with  the
anticipated  transaction,  the Company  would  issue  securities  equivalent  to
approximately   80%  of  the  Company's  voting  common  stock.   Following  the
transaction,  the  Company  would  assume  operation  of  the  cable  television
business. Upon completion of the transaction, which would be expected during the
second quarter of 1999, the present  officers and directors would be replaced by
management  of the  acquired  corporations.  At the  time of  completion  of the
transaction,  the Company  would sell the assets  utilized by the Company to its
present  management in consideration of cancellation of obligations owed to such
persons,  surrender of securities  owned and termination of long term employment
contracts  and  options.  There  is no  assurance  such a  transaction  will  be
completed as anticipated.

ITEM 2.   PROPERTIES

     Since  September  1985, the Company has leased  approximately  2,000 square
feet of  office  space in Fort  Collins,  Colorado  under a lease  that  expires
November 1, 1999. The current monthly lease payment is $1,616.

ITEM 3.   LEGAL PROCEEDINGS

     None.

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

     None.


                                       4
<PAGE>


                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     (a) Market  Information.  On March 15, 1985 the Company  completed a public
offering of  160,000,000  shares of its common stock (on a reverse  split basis,
the shares offered were 640,000).  The common stock has not traded since 1987 as
there are no market makers for the shares.

     (b) Holders.  As of December 31, 1998,  the Company had  approximately  982
shareholders of record.

     (c)  Dividends.  The Company has not declared cash  dividends on its common
stock since its inception.  The Company does not anticipate  paying dividends in
the foreseeable future.

ITEM 6.   SELECTED FINANCIAL DATA

     The following is selected  financial  information  concerning  the Company.
This  information  should be read in conjunction  with the financial  statements
appearing elsewhere herein.

                                              Year Ended December 31,
                                         ------------------------------------
                                         1998            1997            1996
                                         ----            ----            ----

Revenues .......................      $ 504,825       $ 495,602       $ 732,345
Income(loss) ...................         37,665          (1,997)         31,305
Income (loss)
 per common share ..............            .01            *                .01
Total assets ...................        237,334       $ 166,026       $ 159,208
Long-term
obligations ....................      $  24,313       $  81,838       $  50,000
Working capital
         (deficit) .............      $ (86,104)      $(145,861)      $(130,052)

* Less than $.01 per share.


Liquidity and Capital Resources.

     General.

     In 1990,  the Company  began  developing  a software  product  specifically
targeted for the fast-food industry. The Company's financial success in 1999 and
beyond  will  depend on its ability to  continue  development  of this  product,
Touchware-5.0, and customer acceptance.

     During  1996,  the Company  began  development  work on a new product for a
major fast food chain. The arrangement with this customer involves a combination
of  development  and licensing  fees.  The  development  fees from this customer
allowed the Company to operate  during  1996 and 1997 and license  fees  coupled
with support fees were critical to the Company's stability during 1998.

     The  Company is  continuing  to pursue  other chain  business.  There is no
assurance  that the Company will be successful in negotiating  additional  chain
agreements  in  order  to  sustain  operations  after  the  conclusion  of  this
development work.



                                       5
<PAGE>


     During 1992 and 1993,  the Company  raised $15,000 in the form of long term
convertible  debt to help finance  operations.  The lenders loaned the Company a
total of $15,000 in return  for the right to either  (a)  convert  the debt into
63,000 shares of the Company's  outstanding common stock (which number of shares
shall be increased by an amount equal to 1% of all the Company shares  purchased
by officers or directors of the Company by  exercising  existing  stock  options
before conversion of the Note) or (b) convert the debt into 31,500 shares of the
Company's outstanding common stock (which number of shares shall be increased by
an  amount  equal to 1% of all the  Company  shares  purchased  by  officers  or
directors of the Company by exercising  existing stock options before conversion
of the Note) and receive  $25,000 in cash.  During 1998,  the lenders  agreed to
convert the long term debt into 63,000  shares of the  Company's  common  stock.
Although the Company is hopeful that fund raising/revenue  generating strategies
will be successful, there is no assurance that success will be achieved.

     In September 1996 the Company entered into a two year consulting  agreement
with a nonaffiliated  entity.  Under the agreement the consultant was to provide
advice and assistance to the Company in connection with identifying,  qualifying
and negotiating with candidates for a merger with the Company for the purpose of
restructuring  the Company's  capitalization,  initiating  and expanding  public
trading and  improving  shareholder  liquidity  with the goal of  assisting  the
Company to raise shareholder values. As compensation to the advisor, the Company
was to issue options to purchase up to 300,000  shares of the  Company's  common
stock at various  prices,  and warrants to purchase up to 1% of the  outstanding
common stock. The Company also agreed to pay cash transaction  advisory fees and
to reimburse the consultant for certain  expenses.  The Company's  obligation to
the   consultant  was  intended  to  be  subject  to  completion  of  acceptable
transactions.  The  consultant  brought  one  potential  acquisition  or  merger
candidate to the attention of the Company  which the Company and the  consultant
concluded  would be  unacceptable.  The  consultant  did not provide  additional
advisory  services to the Company and the Company  considers that obligations of
the Company under the agreement  have  terminated due to  nonperformance  by the
consultant.  Certain  ambiguities  in the  agreement  could be  subject to other
interpretation,  although the Company would vigorously  contest any assertion by
the consultant that compensation is owed under the agreement.

1998 Review

     During 1998, the Company  continued to devote its efforts to developing and
piloting its POS and CAT products for the fast food industry. One customer began
a small rollout of the  Company's  POS product  resulting in license and support
fees.  The  Company's  working  capital  position  should be stable  during 1999
resulting  primarily from ongoing product  development and support contracts and
to a lesser degree license fees.

     During 1998, the Company actively pursued merger  opportunities as a method
to provide liquidity to shareholders. Based on the events during the second half
of 1998, the Company  anticipates  that it will enter into a contract to acquire
three privately held  corporations  which together own and operate a small cable
television  business in Tehachapi,  California.  The Company believes this cable
business  has a value  in  excess  of $2.0  million  . In  connection  with  the
anticipated  transaction,  the Company  would  issue  securities  equivalent  to
approximately   80%  of  the  Company's  voting  common  stock.   Following  the
transaction,  the  Company  would  assume  operation  of  the  cable  television
business. Upon completion of the transaction, which would be expected during the
first quarter of 1999, the present  officers and directors  would be replaced by
management  of the  acquired  corporations.  At the  time of  completion  of the
transaction,  the Company  would sell the assets  utilized by the Company to its
present  management in consideration of cancellation of obligations owed to such
persons,  surrender of securities  owned and termination of long term employment
contracts  and  options.  There  is no  assurance  such a  transaction  will  be
completed as anticipated.



                                       6
<PAGE>


1997 Review

     During 1997, the Company devoted its efforts to developing and piloting its
POS and CAT products for the fast food industry.

     Capital  Resources.  As of December  31,  1998,  the Company had no capital
commitments.

Results of Operations

     1998 Compared to 1997

     Revenues.  Total revenues of $504,825 for 1998 were  essentially  flat with
1997  reflecting  the same basic  strategy of offering  consulting  services and
limited development of product for fast food customers.

     Expenses.  Total expenses  including interest decreased 6% from 1997 levels
due to the reduction in employees.

     1997 Compared to 1996

     Revenues.  Total  revenues of  $495,602  for 1997  decreased  32% from 1996
levels due  exclusively to a major  development  contract with a major fast food
company that was 70% completed in 1996.  This  development  contract was totally
completed by the end of 1997.

     Expenses.  Total expenses including interest decreased 29% from 1996 levels
due to the  reduction  of outside  consulting  services  needed to complete  the
development project described above.

Year 2000 Compliance

     As of December  31, 1998,  the Company was in the process of upgrading  its
proprietary  Touchware  5.0  software  package  to be year  2000  compliant  and
reviewing  Y2K  issues  affecting  its  business.  It is  anticipated  that  all
customers  will be upgraded to the new Y2K version of the Company's  software by
June,  1999.  Costs associated with completing this Y2K upgrade are expected not
to exceed $20,000.  This has been an important development project as one of the
Company's  largest  customers  has  made it a  requirement  that  Touchware  5.0
software  product be Y2K compliant by June 30, 1999.  At the present time,  this
development  effort is  proceeding  as  planned  and the  Company's  anticipates
successfully  completing  the  conversion to Y2K compliance by June 30, 1999. We
have employed outside  consultants to assist in this compliance process and none
of  these  experts  believe  there  will  be  any  problem  complying  with  Y2K
specifications.  The Company's  internal systems are totally manual and will not
be impacted by Y2K computer software  problems.  The Company does not anticipate
that Y2K readiness of the computer  systems of its  suppliers or customers  will
affect the Company's business;  however,  like all businesses,  and particularly
businesses in the technology  sector, the Company can give no assurances that it
will not be adversely affected by Y2K problems of others.

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                                           
     See the Financial Statements attached to and made a part of this report.

ITEM 8.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
                                                           
     None.


                                       7
<PAGE>

                                    PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     (a) Identification of Directors.

     The  name,  position  with  the  Company  and the age of each  officer  and
director,  and the period  during which each officer and director has served are
as follows:

                                                           Director
Name and Position                      Age                  Since
-----------------                      ---                 --------

Paul F. Knight                          51                   1981
(President, Treasurer and
 Director)

Larry J. Salmen                         51                   1981
(Vice President, Secretary
 and a Director)

Michael J. Scanlan                      58                   1984
(Director)

     The  executive  officers of the Company are elected at the first meeting of
the  Company's  Board of Directors  held after each  shareholder  meeting.  Each
executive  officer  holds  office  until  his  successor  is  duly  elected  and
qualified,  until his  resignation or until he is removed in the manner provided
by the Company's Bylaws. The term of office of each director expires at the next
annual meeting of shareholders.

     The following is a brief account of the business experience during the past
five years of each director and executive officer:

                                   Principal Occupation
Name                               During the Last Five Years
----                               --------------------------

Paul F. Knight                     Chairman  of the Board and  Treasurer  of the
                                   Company  since  July 1986;  President,  Chief
                                   Executive  Officer  and  a  director  of  the
                                   Company since 1981.

Larry J. Salmen                    Vice  President  and Secretary of the Company
                                   since 1982;  Director  of the  Company  since
                                   1981.

Michael J. Scanlan                 President  and  Chief  Executive  Officer  of
                                   SCANSCO Management  Company,  Inc. which acts
                                   as a parttime Chief Executive  Officer and/or
                                   Chief  Financial  Officer for small entities,
                                   since March 1991;  Independent  consultant as
                                   Scanlan &  Associates  from  October  1990 to
                                   February   1991.   Director,   and  Executive
                                   Officer of Data National,  Inc., a consulting
                                   firm from March 23,  1987 to  October,  1990.
                                   Owner of Scanlan and Associates, a management
                                   consulting and accounting service firm, since
                                   July 1981;  Executive  officer of The Rockies
                                   Fund,  Inc., a publicly held venture  capital
                                   company,  from  August  1983 to  March  1990;
                                   Director  of  TEAM  Marketing  Group,   Inc.,
                                   Director of First Denver Mortgage Company and
                                   a Director of Newport Associates.


                                       8
<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION

     The following table shows all  compensation  paid by the Company during the
fiscal years ended December 31, 1998, 1997 and 1996 to all executive officers:

                           SUMMARY COMPENSATION TABLE

NAME AND          YEAR    SALARY    BONUS ($)    RESTRICTED   OPTIONS
PRINCIPAL                  ($)                     STOCK      SARs(#)
POSITION                                         AWARDS ($)
---------         ----  ---------   --------     ----------   -------
Paul              1998  $92,400(3)    --            --           --
1997                    $90,363(1)    --            --           --
CEO               1996  $84,061(2)    --            --           --

Larry             1998  $91,200(6)    --            --           --
Salmen            1997  $90,061(4)    --            --           --
COO               1996  $85,982(5)    --            --           --


     (1) All salaries were cash  compensation  except for $8,400 that was unpaid
as of December 31, 1997.

     (2) All salaries were cash  compensation  except for $6,336 that was unpaid
as of December 31, 1996.

     (3) All salaries were cash compensation  except for $11,600 that was unpaid
as of December 31, 1998 and $13,072 that was paid in advance during 1997.

     (4) All salaries were cash compensation  except for $19,944 that was unpaid
as of December 31, 1997.

     (5) All salaries were cash compensation  except for $422 that was unpaid as
of December 31, 1996.

     (6) All salaries were cash compensation  except for $22,100 that was unpaid
as of December 31, 1998 and $11,544 that was paid in advance during 1997.

Compensation Pursuant to Plans.

     In addition to the 1984 Incentive  Stock Option Plan described  below under
Section  (b)(4),  the Company also has a 401K plan that was  instituted in 1989.
The basic elements of the Company's 401K plan are outlined below:

     1.  Employee   contributions   are  voluntary  and  participants  may  make
discretionary nontax-deductible contributions.

     2.  Employee   participants  may  not  make  discretionary  non  deductible
contributions.

     3.  The  Company's  contribution  will  be  allocated  among  all  eligible
employees  who are  employed  at the end of the  Plan  Year  provided  that  the
employee has completed 1,000 hours of service during the Plan Year. The employer
shall  also  make  a  contribution  for  each  participant  who  separated  from
employment during the Plan Year as a result of retirement,  disability, death or
termination  upon  completion  of 1,000 hours of  service.  In the case of a top
heavy Plan Year, the employer will make a contribution to all  participants  who
are employed on the last day of the Plan Year  regardless of the amount of hours
worked.

     4. The employee may make personal  salary  reduction  contributions  to the
plan in any amount up to 15% of annual compensation.



                                       9
<PAGE>


Options

     Although no formal plan exists,  the Company has in the past and may in the
future make grants of common stock to  qualified  employees  as  additional  and
incentive  compensation.  During 1991, the Company granted non-qualified options
to the Company's officers and directors.  To date, none of the options have been
exercised.  The following table presents  further  information  concerning these
options:
                                        Grant         Expiration
                   Shares   Price       Date          Date
                   ------   -----       -----         -----------

Mr. Knight         100,000   .13        10/1/91       September 30, 1999
Mr. Knight         100,000   .15        10/1/91       September 30, 2000
Mr. Salmen         100,000   .13        10/1/91       September 30, 1999
Mr. Salmen         100,000   .15        10/1/91       September 30, 2000
Mr Scanlan          20,000   .13        10/1/91       September 30, 1999
Mr Scanlan          20,000   .15        10/1/91       September 30, 2000

     During  1996,  the Company  issued  191,500  shares to five  employees  not
including  executive  officers.  These  shares were to vest over a three to four
year period  based on the  employee's  continued  employment  with the  Company.
During  1997,  137,250 of the  191,500  shares were  returned  to the  Company's
treasury due to employees leaving the Company prior to the vesting  requirements
being  satisfied.  An  additional  2,500 shares were  returned to the  Company's
treasury during 1998.


Incentive Stock Option Plan.

     The Company  grants  options to key  employees,  including  officers of the
company  (excluding  any person who serves only as a director),  pursuant to its
1984  Incentive  Stock Option Plan. The plan was designed to comply with Section
422A of the Internal  Revenue  Code of 1954 as amended by the Economic  Recovery
Tax Act of 1981.  The plan  authorizes the granting of options to purchase up to
64,000 shares of the Company's $.025 par value common stock.

     The plan is  administered  by the  Compensation  Committee  of the Board of
Directors which may be composed of  shareholders,  chosen by the directors,  who
are not,  and have not been during the past 12 months,  employed by the Company.
The Compensation  Committee consists of Michael Scanlan, the outside director of
the Company.  The  Compensation  Committee has authority to set reasonable terms
and conditions as to options granted under the plan, including requirements that
the  employees  granted an option must  remain  employed  for a  specified  time
period.

     The plan also authorizes the Committee to grant stock  appreciation  rights
in connection  with options.  Stock  appreciation  rights,  if authorized by the
Committee, would permit an employee to receive an amount equal to the difference
between  the  exercise  price of the  option  and the fair  market  value of the
Company's  common stock upon exercise date in paid-up stock of the Company or in
cash,  depending upon the Committee's  determination.  Stock appreciation rights
have not been granted in connection with any  outstanding  options and it is not
presently intended that stock appreciation rights will be granted.

     No options to purchase any  securities  from the Company were granted to or
exercised by any executive officer of the Company under the 1984 Incentive Stock
Option  Plan during the fiscal  year ended  December  31, 1998 and there were no
outstanding options held by any executive officer on that date.



                                       10
<PAGE>


Other Compensation.

     The  Company  pays each  officer  (Mr.  Knight and Mr.  Salmen)  incidental
compensation  from  time to time,  consisting  primarily  of  reimbursement  for
business-related  activities on behalf of the Company. The aggregate of all such
other compensation did not exceed 10% of the cash compensation  reported for the
fiscal year ended December 31, 1998.

Compensation of Directors

     Standard  Arrangements.  In 1992,  Mr.  Scanlan was not paid for  attending
director meetings;  however, he received a stock option entitling him to acquire
up to 40,000 restricted shares at a per share price of $.038. In 1993, the board
approved  compensating Mr. Scanlan with 3,500 shares of restricted  common stock
for attending each board  meeting.  Since 1993, Mr Scanlan has earned a total of
49,000 shares that were issued during 1998.

     Other   Arrangements.   The  Directors   authorized  the  issuance  of  two
convertible  notes in the amount of $25,000 each for  compensation  due officers
but unpaid  during 1992.  These two notes were issued  during  1994.  Each note,
could be  converted  into  657,895  shares of common  stock ($.038 per share) or
repaid in cash with interest.  Each note has interest payable at the rate of 19%
per annum.  During 1998,  both $25,000 notes were  converted into the prescribed
number of shares and $3,400 of interest was converted  into 140,00 shares ($.025
per share). Interest of $51,125 is still due the officers.

     Additionally,  the  Board  of  Directors  authorized  on July 1,  1993  the
issuance of 315,790  shares to the officers  for previous  expenses and salaries
that were not paid in 1993 and 1992.  Each  officer  was owed $6,000 in salaries
and car  allowance  that was unpaid as of March 31, 1993.  This total of $12,000
was  converted  into 315,790  shares of common stock at the  conversion  rate of
$.038 per share.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  shows as of  December  31,  1998,  the shares of the
Company's  $.025 par value common stock  beneficially  owned by each director of
the Company,  by all the officers and  directors as a group,  and by each person
known to the Company who owns more than 5% of the Company's common stock.

                                          Amount of Beneficial
Name and Address                             Ownership (1)      Percent of Class
----------------                          --------------------  ----------------
Paul F. Knight .......................         1,658,710(2)            31.8%
Larry J. Salmen ......................         1,621,819(2)            31.1%
Michael Scanlan ......................           188,000(2)             3.6%
All Officers and Directors
as a Group (Three Persons) ...........         3,468,529(2)            66.5%

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

     (1)  Beneficial  owners listed have sole voting and  investment  power with
respect to the shares unless otherwise indicated.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Company  granted  stock  options to officers and directors - see Item 11 of
this report.  The Company also  authorized the issuance of stock to officers and
directors in lieu of compensation - see Item 11 of this report.



                                       11
<PAGE>

                                     PART IV

ITEM 14   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)(1)  Financial Statements:

           The  financial information  beginning on page F-1 is filed as part of
     this report:

     (a)(2) Schedules:

          none

     (b) 8-K Reports:

          none

     (c) Exhibits:

          Exhibit 27 - Financial Data Schedule






                                       12
<PAGE>



                                INFOAMERICA, INC.


                          INDEX TO FINANCIAL STATEMENTS




Report of Independent Certified Public Accountants...........................F-2

Balance Sheet - December 31, 1997 and 1998...................................F-3

Statement of Operations - Years Ended December 31,
   1997 and 1998.............................................................F-5

Statement of Changes in Stockholders' Equity -
   Years Ended December 31, 1997 and 1998....................................F-6

Statement of Cash Flows - Years Ended December 31,
   1997 and 1998.............................................................F-7

Notes to Financial Statements................................................F-9


                                       F-1
<PAGE>










               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors
InfoAmerica, Inc.


We have audited the balance sheet of  InfoAmerica,  Inc. as of December 31, 1997
and 1998,  and the related  statements of operations,  changes in  stockholders'
equity, and cash flows for the years then ended. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based upon our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  InfoAmerica,  Inc. as of
December 31, 1997 and 1998, and the results of its operations and its cash flows
for the years then ended,  in  conformity  with  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has suffered recurring losses and at December
31,  1998,  the  Company  has  a  working  capital  deficit  of  $86,104  and  a
stockholders' deficit of $54,082. These conditions raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 1. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.



March 17, 1999
Denver, Colorado                                  /s/ CAUSEY DEMGEN & MOORE INC.




                                       F-2
<PAGE>
                                INFOAMERICA, INC.

                                  BALANCE SHEET

                           December 31, 1997 and 1998

                                     ASSETS

                                                           1997        1998
                                                         ---------- ---------
Current assets:
   Cash                                                   $ 50,255   $ 93,557
   Trade accounts receivable, net of allowance for
    doubtful accounts of $-0-                               38,632     70,295
   Short-term loans to officers (Note 2)                        -      17,147
                                                         ---------- ---------
    Total current assets                                    88,887    180,999

Property and equipment, at cost:
   Furniture and fixtures                                   35,344     35,344
   Computer equipment                                       75,662     38,828
   Vehicles (Note 3)                                        52,170     52,170
                                                         ---------- ---------

                                                           163,176    126,342
   Less accumulated depreciation and amortization           87,635     71,605
                                                         ---------- ---------

    Net property and equipment                              75,541     54,737

Other assets:
   Deposits                                                  1,598      1,598
                                                         ---------- ---------

                                                         $ 166,026  $ 237,334
                                                         ========== =========


                             See accompanying notes.
                                       F-3

<PAGE>




                               INFOAMERICA, INC.

                                 BALANCE SHEET

                           December 31, 1997 and 1998

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                            1997        1998
                                                        ---------   ---------
Current liabilities: 
   Accounts payable                                       $ 10,019   $ 34,931
   Accrued salaries and payroll taxes                        4,387          -
   Accrued interest (Note 2)                                52,924     57,598
   Accrued profit sharing plan contribution                 14,542        845
   Customer deposits                                        40,000     40,000
   Accrued bonuses and expenses due officers                63,925     99,153
   Advances payable - officers                              11,979     11,979
   Current portion of notes payable (Note 3)                 6,972      7,597
   Convertible notes payable (Note 3)                       15,000     15,000
   Deferred revenue (Note 3)                                15,000          -
                                                         ---------  ---------

    Total current liabilities                              234,748    267,103

Long-term liabilities:
   Convertible notes payable - officers (Note 2)            50,000          -
   Notes payable (Note 3)                                   31,838     24,313
                                                         ---------  ---------

    Total long-term liabilities                             81,838     24,313

Commitments and contingencies (Notes 3, 6 and 7)

Stockholders' equity (deficit) (Notes 2,3 and 7):
   Preferred stock, $1 par value; 5,000,000 shares
    authorized, none issued                                      -          -
   Common stock, $.025 par value; 900,000,000 shares
    authorized, 5,214,521 shares (3,405,731 shares in
    1997) issued and outstanding                            83,356    130,363
   Additional paid-in capital                            1,977,228  1,989,034
   Accumulated deficit                                  (2,211,144)(2,173,479)
                                                        ----------  ---------
 
   Total stockholders' equity (deficit)                  (150,560)   (54,082)
                                                        ----------  ---------

                                                        $  166,026  $ 237,334
                                                        ==========  =========


                             See accompanying notes.
                                       F-4
<PAGE>
                                INFOAMERICA, INC.

                             STATEMENT OF OPERATIONS

                 For the years ended December 31, 1997 and 1998

                                                           1997        1998
                                                         ---------  ---------
Revenues (Note 5):
   Software sales                                        $ 490,832  $ 466,106
   Consulting and other sales                                4,770     38,719
                                                         ---------  ---------

    Total revenues                                         495,602    504,825

Operating costs and expenses:
   General and administration (Note 8)                     477,411    439,892
   Depreciation and amortization                            10,259     20,804
                                                         ---------  ---------

    Total operating costs and expenses                     487,670    460,696
                                                         ---------  ---------

Income from operations                                       7,932     44,129

Other income (expense):
   Interest income                                             791      1,711
   Interest expense                                        (10,720)    (8,175)
                                                         ---------  ---------

    Total other income (expense)                            (9,929)    (6,464)
                                                         ---------  ---------

Net income (loss) (Note 4)                               $  (1,997) $  37,665
                                                         =========  =========

Basic net income (loss) per share                        $      (*)       .01
                                                         =========  =========

Diluted net income (loss) per share                      $      (*)       .01
                                                         =========  =========

   * less than $.01 per share



                             See accompanying notes.
                                       F-5
<PAGE>
                                INFOAMERICA, INC.

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                 For the years ended December 31, 1997 and 1998

                                               Additional               Deferred
                            Common stock       paid-in    Accumulated   compen-
                             Shares   Amount   capital      deficit      sation
                             ------   ------   ---------- -----------   --------
Balance, December
 31, 1996                 3,542,981 $ 88,572 $ 1,977,228$ (2,209,147)  $ (6,185)
 
Return of unvested shares
 issued as compensation
 (Note 7)                  (137,250)  (5,216)          -           -      5,216

Deferred compensation
 earned during 1997 (Note 7)      -        -           -           -        969

Net income for the year ended
 December 31, 1997                -        -           -      (1,997)         -
                          ---------   ------ -----------   ---------   --------

Balance, December 
 31, 1997                 3,405,731   83,356   1,977,228  (2,211,144)         -

Common stock issued as 
 compensation to employees 
 at $.025 per share, 
 subject to forfeiture 
 (Note 7)                  352,500     8,876           -           -     (3,563)

Return of unvested shares
 issued as compensation
 (Note 7)                 (142,500)   (3,563)          -           -      3,563

Common stock issued upon
 conversion of notes pay-
 able to officers 
 (Note 2)                1,315,790    34,619      15,381           -          -

Common stock issued in lieu
 of interest to officers 
 (Note 2)                  140,000     3,500           -           -          -

Issuance of common stock for
 prior year debt conversion 80,000     2,000      (2,000)          -          -

Common stock issued upon
 conversion of notes payable
 to individuals (Note 3)    63,000     1,575      (1,575)          -          -

Net income for the year ended
 December 31, 1998               -         -           -      37,665          -
                          --------    ------ -----------    ---------  --------

Balance, December 
 31, 1998                5,214,521 $ 130,363 $ 1,989,034 $(2,173,479) $       -
                         ========= ========= =========== ===========  =========



                            See accompanying notes.
                                       F-6
<PAGE>
                                INFOAMERICA, INC.

                             STATEMENT OF CASH FLOWS

                 For the years ended December 31, 1997 and 1998

                                                           1997        1998
                                                          --------   --------
Cash flows from operating activities:
   Net income (loss)                                      $ (1,997)  $ 37,665
   Adjustments to reconcile net income (loss) to net
    cash provided by operations:
      Depreciation and amortization                         10,259     20,804
      Decrease in deferred revenue                               -    (15,000)
      Common stock issued for services                           -      5,313
      Common stock issued for interest                           -      3,500
      Deferred compensation earned                             969          -
      Decrease (increase) in trade accounts receivable      55,855    (31,663)
      Increase (decrease) in accounts payable and accrued
       liabilities                                          (3,107)    11,502
      Increase in accrued bonuses and expenses due
       officers                                              2,414     35,228
      Decrease in customer deposits                        (42,250)        -
                                                         ---------  ---------
        Total adjustments                                   24,140     29,684
                                                         ---------  ---------

      Net cash provided by operations                       22,143     67,349

Cash flows from investing activities:
   Purchase of property and equipment                      (16,687)         -
   Increase in short-term loans to officers                     -     (17,147)
                                                         ---------  ---------

      Net cash used in investing activities                (16,687)   (17,147)

Cash flows from financing activities:
   Advances from officers                                   11,979          -
   Payments on notes payable                                (1,381)    (6,900)
                                                         ---------  ---------

      Net cash provided by (used in) financing activities   10,598     (6,900)
                                                         ---------  ---------

Net increase in cash                                        16,054     43,302

Cash balance at beginning of year                           34,201     50,255
                                                         ---------  ---------

Cash balance at end of year                              $  50,255  $  93,557
                                                         =========  =========

Supplemental disclosure of cash flow information:

   Interest paid during the period                           $ 974      $ 974
                                                             ======     =====

                            See accompanying notes.
                                       F-7
<PAGE>

                                INFOAMERICA, INC.

                             STATEMENT OF CASH FLOWS

                 For the years ended December 31, 1997 and 1998


                         (Continued from preceding page)



     Supplemental disclosure of non-cash investing and financing activities:

     During  the  year  ended  December  31,  1997,  the  Company  financed  the
     acquisition of $40,191 in vehicles by the issuance of notes payable.

     During the year ended December 31, 1998,  the Company's  Board of Directors
     approved the issuance of 352,500  shares of the Company's  common stock for
     services  valued at $8,876 of which  $3,563 has been  recorded  as deferred
     compensation.

     During the year ended  December 31, 1998,  the Company  issued common stock
     for the  conversion  of  $50,000  of notes  payable  into stock and for the
     payment of $3,500 of accrued interest.



                            See accompanying notes.
                                    F-8


<PAGE>


                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1997 and 1998



1.   Organization and summary of significant accounting policies

     InfoAmerica,  Inc. (the  "Company")  is in the business of  developing  and
     marketing  software  applications  for  touch-sensitive   computer  display
     systems primarily for national fast food chains.

     Basis of presentation:

     The financial  statements have been prepared on a going concern basis which
     contemplates  the  realization of assets and  liquidation of liabilities in
     the ordinary  course of business.  As shown in the  accompanying  financial
     statements, the Company has incurred significant losses and at December 31,
     1998,  the  Company  has  a  working  capital  deficit  of  $86,104  and  a
     stockholders'  deficit of $54,082.  As a result,  substantial  doubt exists
     about the Company's ability to continue to fund future operations using its
     existing resources.

     The Company  intends to reduce  operating  expenses where  appropriate  and
     attempt  to  secure  consulting  contracts  with  current  as  well  as new
     customers.  In  addition,  the  Company has been  pursuing  debt and equity
     financing to support its fast food business  strategy and intends to settle
     outstanding debt by the issuance of common stock, where possible.  Although
     the Company is hopeful these cost cutting and revenue generating strategies
     will be successful,  there is no assurance that  sufficient cash flows will
     be generated to fund current operations.

     The  financial  statements  do not  include any  adjustments  that might be
     necessary should the Company be unable to continue as a going concern.

     Revenue recognition policy:

     Revenue from the sale of equipment and software  systems is recognized upon
     delivery and installation of the system in situations where the Company has
     no significant  obligations after the sale, or ratably over the term of the
     support  agreement  for the software  portion of the sale where the Company
     has significant obligations after the sale.

     Use of estimates:

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

                                       F-9


<PAGE>


                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1997 and 1998



1.   Organization and summary of significant accounting policies (continued)

     Property and equipment:

     Property and equipment are recorded at cost. Depreciation is provided using
     the straight-line and accelerated methods over the assets' estimated useful
     lives of three to five years.

     Software development costs:

     Costs to develop and enhance  software  under  contracts with third parties
     have been charged to expense as incurred.

     Costs  incurred to  establish  the  technological  feasibility  of computer
     software to be sold are  research  and  development  costs,  and charged to
     expense as incurred.  Software  development  costs  incurred  subsequent to
     establishment of technological feasibility are capitalized and amortized on
     the  greater  of the  straight-line  method  over the  remaining  estimated
     economic life of the product or the estimate of current and future  revenue
     for the related software product.

     Income taxes:

     The  Company  accounts  for  income  taxes  under the  liability  method in
     accordance  with  Statement  of  Financial  Accounting  Standards  No. 109,
     Accounting for Income Taxes, under which deferred income taxes are provided
     based upon  enacted tax laws and rates  applicable  to the periods in which
     the taxes become
     payable.

     Net income per share:

     Basic net income per share of common  stock is computed  using the weighted
     average number of shares outstanding  during each period.  Basic net income
     per share  includes the shares of common stock  pending  issuance as if the
     shares were  outstanding  for all of the  periods  presented  and  excludes
     shares issued which have not vested (the weighted  average number of shares
     was approximately 3,660,000 and 3,788,000 for 1997 and 1998, respectively).

     Diluted net income per share gives effect to all dilutive  potential common
     shares that were outstanding  during the years. The weighted average number
     of shares was  approximately  3,788,000  and  5,442,000  for 1997 and 1998,
     respectively.

     Advertising costs:

     The Company expenses the costs of advertising as incurred.

                                      F-10


<PAGE>


                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1997 and 1998



1.   Organization and summary of significant accounting policies (continued)

     Fair value of financial instruments:

     The following  methods and assumptions were used to estimate the fair value
     of each  financial  instrument for which it is practicable to estimate that
     value:

     For cash, cash  equivalents,  and trade accounts  receivable,  the carrying
     amount  is  assumed  to  approximate  fair  value  due  to  the  short-term
     maturities of these instruments.

     The carrying amounts of the Company's notes payable  approximate their fair
     value,  estimated by discounted  cash flow analyses  based on the Company's
     current  incremental   borrowing  rates  for  similar  types  of  borrowing
     arrangements.

     Cash flows:

     For purposes of the  statement  of cash flows,  the Company  considers  all
     highly liquid debt instruments purchased with a maturity of three months or
     less to be cash equivalents.

     Credit risk:

     Financial   instruments   which   potentially   subject   the   Company  to
     concentrations  of  credit  risk  consist  principally  of cash  and  trade
     receivables.  The  Company  places  its cash  with high  quality  financial
     institutions.  At times  during  the year,  the  balance  at one  financial
     institution may exceed FDIC limits.  The Company  provides  credit,  in the
     normal  course of  business,  to its  customers.  The  Company is  directly
     affected by the well-being of three major  customers,  which  accounted for
     almost 100% of all revenue in 1997 and 1998.

2.   Related party transactions

     During  1994,  the  Company  issued  $50,000  of  convertible  subordinated
     promissory  notes in exchange for accrued  bonuses and expenses owed to two
     officers of the Company.  Interest is payable  quarterly at the rate of 19%
     per annum upon the attainment of certain financial goals or upon conversion
     of the notes into common stock of the Company.  The notes were  convertible
     at the option of the holder into  1,315,790  shares of common  stock of the
     Company in the aggregate ($.038 per share) and were unsecured.  In December
     1998,  these notes were converted  into  1,315,790  shares of the Company's
     common  stock.  The Company also issued  140,000  shares of common stock in
     payment of accrued  interest on these notes in the amount of $3,500.  As of
     December 31, 1997 and 1998, accrued but unpaid interest amounted to $47,500
     and $51,125, respectively.


                                      F-11


<PAGE>


                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1997 and 1998



2.   Related party transactions (continued)

     During  December 1998, the Company  advanced an aggregate of $17,147 to two
     officers of the Company.  The advances were  evidenced by promissory  notes
     payable on demand including interest at 9% per annum.  During January 1999,
     one of the notes with a principal  balance of $12,147 was repaid  including
     interest.

3.   Notes payable

     During 1992 and 1993,  the Company  borrowed an  aggregate  of $15,000 from
     three individuals.  The notes bear interest at the rate of 7% per annum and
     all principal and accrued  interest was due prior to December 31, 1996. The
     notes were in default at  December  31,  1997.  Each of the three notes was
     convertible at the option of the lender into 21,000 shares of the Company's
     common stock plus payment of accrued  interest.  During  December 1998, the
     note  holders  elected to convert  their notes into an  aggregate of 63,000
     shares of the Company's  common stock.  In connection with the above notes,
     the Company may have  additional  amounts due if the value of the Company's
     common  stock  should be less than $.36 on January 1,  2000, therefore, the
     notes are reflected as outstanding at December 31, 1998.

     During  1997,  the  Company  financed  the  acquisition  of vehicles by the
     issuance of notes  payable.  The notes bear interest at rates between 6.90%
     and  8.15%,  are  payable  monthly  through  October  2002  at  $808 in the
     aggregate  and  the  vehicles  are  pledged  as  collateral  on the  notes.
     Principal maturities of these notes are as follows:

                     1999                                      $ 7,597
                     2000                                        8,121
                     2001                                        8,766
                     2002                                        7,426
                                                              --------
                Principal balance                             $ 31,910
                                                              ========


4.   Income taxes

     No  provision  for income  taxes is required for 1997 since the Company had
     net operating loss carryforwards. No provision for income taxes is required
     for 1998 due to the utilization of a net operating loss  carryforward.  The
     recognized tax benefit of the utilized carryforward was $6,700 for 1998.


                                      F-12


<PAGE>


                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1997 and 1998



4.   Income taxes (continued)

     As of December 31, 1997 and 1998,  total  deferred tax assets,  liabilities
     and valuation allowance are as follows:

                                                        1997       1998
                                                     --------   ---------
       Deferred tax assets                           $ 17,400    $ 17,500
       Deferred tax assets resulting from loss
        carryforward                                  364,500     352,900
       Valuation allowance                           (381,900)   (370,400)
                                                     --------   ---------

                                                     $      -    $      -
                                                     ========    ========


     At December 31, 1998, the Company had a net operating loss for tax purposes
     of approximately $1,357,000 which, if not utilized, will expire as follows:

                  December 31,
                     2000                       $   140,000
                     2001                           283,000
                     2002                           112,000
                     2005                           133,000
                     2006                           317,000
                     2007                           166,000
                     2008                            88,000
                     2010                           118,000
                                                -----------

                                                $ 1,357,000
                                                ===========  

     The net operating loss for financial  reporting  purposes differs from that
     for tax purposes  primarily due to differences  in recording  depreciation,
     the  compensatory  element of stock  options,  and common  stock issued for
     services and extinguishment of debt.

5.   Major customers

     The following table summarizes sales to major customers for the years ended
     December 31, 1997 and 1998, respectively.

                                          1997                1998
                                       ----------          ---------  
       Customer #1                         36%                 52%
       Customer #2                          -                  35%
       Customer #3                         64%                  *

       *  less than 10%

                                      F-13
<PAGE>

                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1997 and 1998


6.   Commitments and contingencies

     Lease commitments:

     The Company has a lease agreement for its office space expiring November 1,
     1999.  Future  minimum lease  payments  under this lease as of December 31,
     1998, are as follows:

               Year ending December 31

                       1999                         $ 11,431
                                                    ========


     Rent expense for the years ended  December  31, 1997 and 1998,  was $17,932
     and $19,158, respectively.

     Employment agreements:

     In June,  1989, the Company entered into three year  employment  agreements
     with two officers which contain  self-renewing terms, subject to the option
     of the Company to terminate  the  self-renewing  provision  near the end of
     each three year term.  The  agreements  provide  severance  benefits  under
     certain  conditions,  of the greater of two times annual salary or $180,000
     each,  and are  payable  upon  termination  of  employment.  The  aggregate
     estimated  contingency  under  these  agreements  at  December  31, 1998 is
     $360,000.

7.   Common stock

     Incentive stock option plan:

     On March 1, 1984, the stockholders  approved an incentive stock option plan
     (the  "plan") for key  employees,  officers  and  directors of the Company,
     covering  64,000 shares of common stock.  Under the terms of the plan,  the
     purchase  price of the shares  granted will not be less than the  estimated
     fair market value at the date of grant unless the purchaser  owns more than
     5% of the total  combined  voting power of all classes of stock on the date
     of grant,  in which case the purchase  price shall not be less than 110% of
     the estimated fair market value at the date of grant.  Options  granted are
     exercisable  for periods  from two to five years from the date of the grant
     for stockholders  owning more than 5% of the total combined voting power of
     the Company's stock. Options granted to other employees are exercisable for
     periods  from two to ten years  from the date of grant.  The plan  contains
     provisions  that permit the  granting of stock  appreciation  rights by the
     committee  that  administers  the plan.  The  rights  may be  exercised  by
     surrendering  the option and receiving an amount equal to the difference in
     the fair market value of the shares on the date of surrender and the option
     price of such shares.


                                      F-14


<PAGE>


                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1997 and 1998



7.   Common stock (continued)

     All  previously  issued  options have been canceled  under the terms of the
     plan,  and options  covering the 64,000 shares of common stock reserved for
     the plan are available for issuance.
     Stock options:

     On September 27, 1991, the Company granted options to purchase an aggregate
     of  880,000  shares of common  stock to three  officers  and  directors  as
     follows:

          Shares            Option price   Vesting date     Expiration date
          ------            ------------   ------------     ---------------

         220,000               $0.09     October 1, 1991  September 30, 1997
         220,000               0.11      October 1, 1992  September 30, 1998
         220,000               0.13      October 1, 1993  September 30, 1999
         220,000               0.15      October 1, 1994  September 30, 2000
 

     On November  24,  1992,  the Company  granted an option to purchase  40,000
     shares of the Company's common stock to a director exercisable at $.038 per
     share.

     As of December 31, 1998, none of the above options have been exercised, and
     no compensation  expense has been recorded relating to the options granted.
     During the years  ended  December  31,  1997 and 1998,  options to purchase
     220,000 shares of the Company's common stock expired each year.

     The following is a summary of stock option activity:

                                                     Weighted
                                  Option price       average          Number of
                                    per share    exercise price       shares
                                 _____________  ______________        _________
      Balance December 31, 1996  $.038 to $.15        $.12              920,000
      Cancelled                       $.09            $.09             (220,000)
                                                                       --------
      Balance December 31, 1997  $.038 to $.15        $.12              700,000
      Cancelled                       $.11            $.11             (220,000)
                                                                       --------
      Balance December 31, 1998  $.038 to $.15        $.13              480,000
                                                                       ========



                                      F-15


<PAGE>


                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1997 and 1998



7.   Common stock (continued)

     Stock grants:

     During  February 1996, the Company issued 191,500 shares of common stock to
     five employees, which stock vests over a period of four years. Compensation
     expense  with  respect  to the  above  shares is being  amortized  over the
     restriction period,  resulting in a charge against operations of $1,663 and
     $399 for 1997 and 1998,  respectively.  The remaining deferred compensation
     of $5,216 was offset  against  common stock when the  unvested  shares were
     returned in 1997.

     As of December 31, 1997,  the Company had agreed to issue 175,500 shares of
     common  stock for the  performance  of services  to the  Company  valued at
     between $.025 and $.038 per share.  This liability was reflected as accrued
     salaries at December 31, 1997. During 1998 these shares were issued.

     During  January  1998,  the  Company's  Board of Directors  authorized  the
     issuance of 140,000 shares of the Company's  common stock to an employee of
     the  Company  valued at $3,500.  The stock  would vest  35,000  shares each
     January 1,  commencing  January 1, 1999 for continued  employment  with the
     Company.  During 1998,  the employee  terminated  employment and the shares
     were returned.  During  September 1998, the Company issued 37,000 shares of
     common stock to an employee for services rendered valued at $925.

     Common stock to be issued:

     Due to the Company's cash flow problems in prior years,  the Company agreed
     to issue stock in order to pay certain accounts  payable;  however,  due to
     the lack of funds,  the Company  could not afford to  physically  issue the
     shares. All of the shares promised had been issued except for 40,000 shares
     as consideration  for making loans and 40,000 shares for conversion of debt
     into equity for a total of 80,000  shares of common stock to be issued,  as
     of December 31, 1997. During 1998, these shares were issued.

     Contingent issuance of common stock:

     In September 1996 the Company entered into a two year consulting  agreement
     with a  nonaffiliated  entity.  Under the agreement the  consultant  was to
     provide   advice  and   assistance  to  the  Company  in  connection   with
     identifying,  qualifying and negotiating  with candidates for a merger with
     the  Company.  As  compensation  to the  advisor,  the Company was to issue
     options to purchase up to 300,000  shares of the Company's  common stock at
     various prices, and warrants to purchase up to 1% of the outstanding common
     stock.


                                      F-16


<PAGE>


                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1997 and 1998


7.   Common stock (continued)

     The Company's  obligation to the  consultant  was intended to be subject to
     completion  of  acceptable   transactions.   The  Company   considers  that
     obligations  of the Company  under the  agreement  have  terminated  due to
     nonperformance  by the  consultant.  Certain  ambiguities  in the agreement
     could be  subject  to other  interpretation,  although  the  Company  would
     vigorously  contest any assertion by the consultant  that  compensation  is
     owed under the agreement.

8.   Retirement plan

     The Company maintains a 401(k) plan for the benefit of substantially all of
     its  employees.  The amount of the  Company's  contribution  is  determined
     annually  by the Board of  Directors.  During  1997 and 1998,  the  Company
     recognized expense in the amount of $8,632 and $3,641, respectively.


                                     F-17
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                 INFOAMERICA, INC.


Date: March 31, 1999                             /s/ Paul F. Knight
                                                 ------------------------------
                                                 Paul F. Knight, President and
                                                 Chief Financial Officer

     In  accordance  with the Exchange  Act, the report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.




Date: March 31, 1999                             /s/ Larry J. Salmen
                                                 ------------------------------
                                                 Larry J. Salmen, Vice President
                                                 Secretary and Director



Date: March 31, 1999                             /s/ Michael J. Scanlan
                                                 ------------------------------
                                                 Michael J. Scanlan, Director