FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For Quarter Ended September 30, 1999

                                       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: 2-96392-A

               ELECTRONIC BUSINESS SERVICES, INC. f/k/a @ebs, inc.
                       f/k/a TRIANGLE IMAGING GROUP, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                    Delaware                               65-0952956
          ------------------------------                ---------------
          State or other jurisdiction of                I.R.S. Employer
          incorporation or organization               Identification No.


          1800 NW 49th Street, Suite 100, Ft. Lauderdale, FL        33309
          ---------------------------------------------------------------
               (Address of Principal Executive Office)          (Zip Code)

                                  954-229-5100
               ---------------------------------------------------
               (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 [ ]

         The number of shares of  registrant's  Common  Stock,  $.001 par value,
outstanding as of November 18, 1999 was 13,989,255 shares.

<PAGE>

               ELECTRONIC BUSINESS SERVICES, INC. AND SUBSIDIARIES

                                   FORM 10-QSB


                                      INDEX


                                                                          Page
                                                                          Number
                                                                          ------
PART I - FINANCIAL INFORMATION:

         Item 1.  Financial Statements

            Consolidated Balance Sheet -
                         September 30, 1999................................    3

            Consolidated Statement of Operations -

                        For the Nine and Three Months Ended
                        September 30, 1999 and 1998........................    5

            Consolidated Statement of Cash Flows-

            For the Nine and Three Months Ended
                        September 30, 1999 and 1998........................    6

            Notes to Financial Statements..................................    7

         Item 2.  Management's Discussion and Analysis.....................   10


PART II - OTHER INFORMATION................................................   19

SIGNATURES.................................................................   20


                                       2

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

                          Item 1. Financial Statements




               ELECTRONIC BUSINESS SERVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                   (UNAUDITED)

                                     ASSETS

                                                           September 30, 1999
                                                           ------------------

CURRENT ASSETS
            Cash and cash equivalents                          $   129,817
            Accounts receivable, net
               of allowance for
               doubtful accounts of:  $(147,473.91)                881,916
            Prepaid expenses                                        46,177

            TOTAL CURRENT ASSETS                               $ 1,057,910

EQUIPMENT                                                          540,840

GOODWILL                                                         1,899,514

OTHER ASSETS                                                       412,914

                                                               $ 3,911,178
                                                               ===========

                                       3
<PAGE>

               ELECTRONIC BUSINESS SERVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                              September 30, 1999
                                                              ------------------
CURRENT LIABILITIES
            Accounts payable and accrued expenses               $  1,540,055
            Deferred revenue                                         343,735
            Dividend Payable                                          68,990
            Current portion of long term debt                        748,965
            Current portion of QCC Puts payable                      630,000
                 TOTAL CURRENT LIABILITIES                      $  3,331,745


NOTES PAYABLE SUBJECT TO PUTS                                   $    600,000

LONG TERM DEBT                                                  $    266,500


STOCKHOLDERS EQUITY
            Preferred stock, Class C $1,000 par value
                12.5% cumulative 1,500 shares issued
                Redemption value $1,500,000                     $  1,424,473
            Preferred stock, Class D $1,000 par value
                12.5% cumulative 700 shares issued
                Redemption value $700,000                            632,700
            Common stock, $.001 par value,
            Authorized 50,000,000 shares                              13,988
                issued and outstanding              13,988,000
                                                    ----------
            Additional paid-in capital                             6,481,354
            Additional paid-in capital -
                Subject to Puts                                   (1,230,000)
            Accumulated deficit                                   (7,578,532)
            Deferred compensation                                    (31,050)
                                                                ------------
                 TOTAL STOCKHOLDERS' EQUITY                     $   (287,066)


                                                                $  3,911,178
                                                                ============


                       See notes to Financial Statements

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                 ELECTRONIC BUSINESS SERVICES, INC. AND SUBSIDIARIES

                                        CONSOLIDATED STATEMENT OF OPERATIONS

                                                     (Unaudited)

                                      Three months ended Three months ended   Nine months ended    Nine months ended
                                        September 31,       September 31,       September 31,        September 31,
                                            1999               1998                1999                  1998
                                      ------------------ ------------------   -----------------    -----------------
<S>                                     <C>                 <C>                 <C>                  <C>
SALES                                   $  1,475,475        $  2,216,989        $  5,366,312         $  6,052,264

COST OF SALES                                771,293             924,763           2,435,109            2,470,753
                                        ------------        ------------        ------------         ------------

GROSS PROFIT                            $    704,181        $  1,292,226        $  2,931,203         $  3,581,511

SELLING, GENERAL & ADMIN                   1,359,466           1,574,584           3,404,362            2,759,024

PRODUCT DEVELOPMENT                          682,738             247,084           1,195,655              413,922

NON-CASH IMPUTED COMPENSATION                 10,295              47,390              30,885              146,670

AMORTIZATION OF GOODWILL                      36,552              57,275             108,019              123,445

GAIN FROM SETTLEMENT OF LAWSUIT                   --                  --            (212,000)                  --
                                        ------------        ------------        ------------         ------------

INCOME (LOSS) FROM OPERATIONS           $ (1,384,870)       $   (634,107)       $ (1,595,718)        $    138,450

INTEREST EXPENSE                              17,636              24,959             145,200               87,867

NON RECURRING CHARGES ASSOCIATED
              WITH ACQUISITIONS                   --                  --                  --              151,200

RESTRUCTURING EXPENSE                             --              60,000                  --               60,000
                                        ------------        ------------        ------------         ------------

INCOME (LOSS) BEFORE TAX                $ (1,402,505)       $   (719,066)       $ (1,740,918)        $   (160,617)

TAX PROVISION                                     --            (107,000)                 --                   --
                                        ------------        ------------        ------------         ------------

NET INCOME (LOSS) BEFORE
              DISCONTINUED OPERATIONS   $ (1,402,505)       $   (612,066)       $ (1,740,918)        $   (160,617)

GAIN/(LOSS) FROM DISCONTINUED OPERATIONS          --            (248,183)                 --             (189,675)
                                        ------------        ------------        ------------         ------------

NET INCOME (LOSS)                       $ (1,402,505)       $   (860,249)       $ (1,740,918)        $   (350,292)

PREFERRED DIVIDENDS                          115,865                  --             115,865                   --

EARNINGS (LOSS) ON COMMON SHARES        $ (1,518,370)       $   (860,249)       $ (1,856,783)        $   (350,292)

NET INCOME PER SHARE:
              BASIC                            (0.11)              (0.05)              (0.13)               (0.01)
                                        ============        ============        ============         ============
              DILUTED                          (0.11)              (0.05)              (0.13)               (0.01)
                                        ============        ============        ============         ============

NUMBER OF SHARES USED IN COMPUTATION:

              BASIC                       14,366,790          13,015,073          13,779,912           11,368,226
                                        ============        ============        ============         ============
              DILUTED                     14,366,790          15,470,437          13,779,912           13,823,589
                                        ============        ============        ============         ============
</TABLE>

                                          See Notes to Financial Statements

                                                          5
<PAGE>
<TABLE>
<CAPTION>
                    ELECTRONIC BUSINESS SERVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENT OF CASH FLOWS

                                        (Unaudited)

                                                                     Nine months ended
                                                                       September 30,
                                                                --------------------------
                                                                   1999            1998
                                                                -----------    -----------
<S>                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net Income (loss)                                        $(1,856,783)   $  (350,292)
       Adjustment to reconcile net income to net cash
            provided by operating activities:
                    Depreciation                                    155,975         90,568
                    Amortization of goodwill                        108,019        123,445
                    Non Cash imputed compensation                    30,885        146,670
                    Gain from settlement of lawsuit                (212,000)            --

       Changes in assets and liabilities
            (Increase)/decrease in accounts receivable              (74,675)      (790,626)
            Increase in prepaid expenses                                 --        (36,883)
            Increase in Inventory                                        --        (35,957)
            (Increase)/decrease in other assets                        (205)      (777,115)
            Increase in accounts payable and accrued expenses       487,335        472,003
            Increase in bank line of credit                              --             --
            Decrease in deferred revenue                             40,316        (87,505)
                                                                -----------    -----------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                 $(1,321,133)   $(1,245,692)


CASH FLOWS FROM INVESTING ACTIVITIES:
            Cash paid for acquisition                                    --       (484,942)
            Purchase of equipment/software                         (365,447)      (182,279)
                                                                -----------    -----------
CASH USED IN INVESTING ACTIVITIES                               $  (365,447)   $  (667,221)

CASH FLOWS FROM FINANCING ACTIVITIES:
            Proceeds from sale of preferred stock                   632,700             --
            Proceeds from sale of common stock                    1,436,810      1,525,316
            Decrease in stock subscription receivable                    --        501,250
            Purchase of treasury stock                                   --        (10,649)
            Payment of note payable subject to puts                (155,000)            --
            Payment of note payable                                (327,535)      (350,000)
                                                                -----------    -----------
CASH PROVIDED BY FINANCING ACTIVITIES                           $ 1,586,975    $ 1,665,917
                                                                -----------    -----------

NET INCREASE (DECREASE) IN CASH                                     (99,606)      (246,996)

CASH - BEGINNING OF PERIOD                                          229,423        525,009
                                                                -----------    -----------

CASH - END OF PERIOD                                            $   129,817    $   278,013
                                                                ===========    ===========
</TABLE>

                             See notes to financial statements

                                             6
<PAGE>



                       ELECTRONIC BUSINESS SERVICES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

1.   BASIS OF PRESENTATION

     The accompanying  unaudited consolidated financial statements of Electronic
     Business Services, Inc. f/k/a @ebs, inc. f/k/a Triangle Imaging Group, Inc.
     (the "Company")  have been prepared in accordance  with generally  accepted
     accounting  principles  for  interim  financial  information  and  with the
     instructions to Form 10-QSB and Article 10 of Regulation S-X.  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  considered  necessary for a
     fair  representation  (consisting of normal  recurring  accruals) have been
     included.  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.  Operating  results  for  the  nine  month  period  ended
     September 30, 1999 are not  necessarily  indicative of the results that may
     be expected for the year ending December 31, 1999. For further information,
     refer  to the  consolidated  financial  statements  and  footnotes  thereto
     included in the  Company's  Annual Report on Form 10-KSB for the year ended
     December 31, 1998.


2.   EARNINGS PER SHARE

     Basic  earnings per share are computed on the  weighted  average  number of
     common shares actually outstanding during the period.  Diluted earnings per
     share  considers  potential  shares issuable upon exercise or conversion of
     other outstanding instruments where dilution would result.


3.   STOCKHOLDERS' EQUITY

     During the quarter ended  September 30, 1999,  the Company  issued  446,000
     shares of common stock,  $.001 par value ("Common Stock") for a total value
     of $427,100 in a private placement of the Company's securities.  During the
     same period the Company cancelled 17,500 shares of Common Stock held by the
     former  shareholders  of  Credit  Bureau  Services,  Inc.  at a cost to the
     Company of $52,500  pursuant  to an  amendment  dated April 7, 1999 to that
     certain Agreement and Plan of Merger by and among the Company,  QuickCREDIT
     Corp.,  CBS  Acquisition  Corp.,  Credit  Bureau  Services,  Inc.  and  the
     Shareholders  of Credit Bureau  Services,  Inc.,  entered into on April 30,
     1998. In addition,  during the quarter ended September 30, 1999 the Company
     and the  former  shareholder  of  Florida  Credit  Bureau,  Inc.  (the "FCB
     Shareholder")  entered into an agreement  providing for  termination of the
     right of the FCB Shareholder, granted in that certain Agreement and Plan of
     Merger by and among the Company,  QuickCREDIT Corp., FCB Acquisition Corp.,
     Florida Credit Bureau,  Inc. and the FCB Shareholder dated May 22, 1998, to
     cause the Company to repurchase on demand, at a purchase price of $3.00 per
     share,  50,000 shares of Common Stock held by the FCB Shareholder (the "Put

                                       7
<PAGE>

     Option"). Pursuant to the agreement, the Company cancelled 10,000 shares of
     Common  Stock  issued to the FCB  Shareholder  in  exchange  for payment of
     $51,000 and the  issuance of a promissory  note in the  original  principal
     amount of $100,000.  Upon delivery of payment of the third  installment and
     the final  installment  under the  Note,  the  Company  shall  receive  for
     cancellation  from the FCB Shareholder to additional blocks of 5,000 shares
     each.  The note bears interest at the rate of 8% per year beginning June 4,
     1999 and is payable in six equal monthly  installments  beginning September
     1, 1999. During the quarter the Company made the cash payment of $51,000 as
     called for in the agreement and one payment of principal and interest under
     the note at a cost to the Company of $17,275.32.

     During the period the  Company  also  issued 353 shares to an employee of a
     subsidiary of the Company pursuant to the cashless exercise of an incentive
     stock option granted under the Company's 1999 Incentive  Plan. In addition,
     the  Company  issued  10,000  shares  to  another  employee  of  one of the
     Company's  subsidiaries in lieu of compensation  pursuant to the terms of a
     compensation agreement with such entity.

4.   PREFERRED DIVIDENDS

     At a meeting of the Company's shareholders held on May 27, 1999, a majority
     of the  Company's  shareholders  voted  in  favor  of an  amendment  to the
     Company's  Articles of  Incorporation  to, among other  things,  enable the
     Company's Board of Director's to establish the preferences, limitations and
     relative  rights with  respect to any class of  unissued  shares of capital
     stock. Accordingly,  on June 30, 1999 the Company filed an amendment to the
     Company's Articles of Incorporation  effecting such changes to its Articles
     of  Incorporation  and, in connection with a private sale of its securities
     to Waterside  Capital  Corporation,  a small  business  investment  company
     ("Waterside"),   the  Company  established  preferences,   limitations  and
     relative  rights  with  respect  to Series C  Preferred  Stock and Series D
     Redeemable Convertible Preferred Stock. In exchange for the issuance of the
     Series  C  Preferred  Stock on June  30,  1999,  the  Company  cancelled  a
     promissory  note payable to Waterside in the original  principal  amount of
     $1,500,000  and  bearing  interest  at the rate of 14% per year and entered
     into an agreement to retroactively  pay dividends on the Series C Preferred
     Stock, accruing at the rate of 12.5% per year payable quarterly,  beginning
     April  15,  1999 in lieu of  paying  interest  under the note from the same
     date.  The Series D Convertible  Redeemable  Preferred  Stock was issued to
     Waterside  in exchange  for an  investment  in the Company of $700,000  and
     accrues dividends at the rate of 12.5% per year payable  quarterly.  During
     the quarter  ended  September  30, 1999,  the Company  recorded a charge of
     $115,865  for  Preferred  Dividends  accrued  for the Series C and Series D
     Preferred  Stock.  The Company  paid  Waterside  a dividend  payment on the
     Series C  Preferred  Stock  during the period in the amount of $46,875  and
     recorded a  Preferred  Dividend  Payable  in the amount of $68,990  for the
     unpaid portion of the Series C and D Preferred Stock Dividend.


                                       8

<PAGE>
5.   DISCONTINUED OPERATIONS  - Restatement of 1998 Results

     In September and December  1998,  the Company  decided to  discontinue  the
     operation of Trimax and Multitask, respectively. Third Quarter 1998 results
     have been  restated to reflect  these  changes  according to the  following
     schedule:
<TABLE>
<CAPTION>

                                                           3 Months Ending    9 Months Ending
                                                         September 30, 1998 September 30, 1998
                                                         ------------------ ------------------
<S>                                                         <C>             <C>
     Revenue                                                $  2,216,989    $  6,052,264
     Cost of Sales                                          $    640,225    $  1,072,959
     SG&A                                                   $  1,943,893    $  4,408,426
     Net Income                                             $   (612,066)   $   (160,616)
     Net Income per share (Basic)                                   (.05)           (.01)
     Net Income per share (Fully Diluted)                           (.05)           (.01)
     Number of Shares used in computation (Basic)             13,015,073      11,368,226
     Number of Shares used in computation (Fully Diluted)     15,470,437      13,823,589
</TABLE>

     An  adjustment  of   $(248,183)  is  shown   separately  as   "Discontinued
     Operations" for the three months ended September 30,1998 and $(189,676) for
     the nine month period ended September 30,1998.


6.   COST RECLASSIFICATION - Restatement of 1998 Results

     Certain costs that have been  historically  classified as Selling,  General
     and  Administrative  Expenses  have been  reclassified  to more  accurately
     categorize the costs.  The  reclassification  does not effect the Company's
     net income during the relevant period.  The following schedule restates the
     Three Month Period  Ending Sept.  30, 1998 and the Nine Month Period Ending
     Sept. 30, 1998 to reflect the changes:
<TABLE>
<CAPTION>

                                3 Months Ending                                     3 Months Ending
                              September 30, 1998                                 September  30, 1998
                                  As Reported             Reclassification           Reclassified
                                  -----------             ----------------           ------------
<S>                              <C>                        <C>                       <C>
         Cost of Sales           $   640,225                $    284,538              $   924,763
         SG&A                    $ 1,943,893                $   (369,309)             $ 1,574,584
         Product Development     $   162,313                $     84,771              $   247,084


                                9 Months Ending                                     9 Months Ending
                              September 30, 1998                                 September  30, 1998
                                  As Reported             Reclassification           Reclassified
                                  -----------             ----------------           ------------
<S>                              <C>                        <C>                       <C>
         Cost of Sales           $ 1,072,959                $  1,397,794              $ 2,470,753
         SG&A                    $ 4,408,426                $ (1,649,402)             $ 2,759,024
         Product Development     $   162,313                $    251,609              $   413,922
</TABLE>

                                       9
<PAGE>

           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

THE FOLLOWING  DISCUSSION OF THE  COMPANY'S  FINANCIAL  CONDITION AND RESULTS OF
OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL  STATEMENTS AND NOTES
THERETO APPEARING ELSEWHERE IN THIS DOCUMENT.

STATEMENTS IN THIS "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS"  AND ELSEWHERE IN THIS DOCUMENT AS WELL AS STATEMENTS
MADE IN PRESS  RELEASES AND OR STATEMENTS  THAT MAY BE MADE BY THE COMPANY OR BY
OFFICERS,  DIRECTORS, OR EMPLOYEES OF THE COMPANY ACTING ON THE COMPANY'S BEHALF
THAT ARE NOT  STATEMENTS  OF  HISTORICAL  OR CURRENT  FACT  CONSTITUTE  "FORWARD
LOOKING  STATEMENTS"  WITHIN THE  MEANING OF THE PRIVATE  SECURITIES  LITIGATION
REFORM ACT OF 1995. SUCH  FORWARD-LOOKING  STATEMENTS  INVOLVE KNOWN AND UNKNOWN
RISKS,  UNCERTAINTIES,  AND OTHER  UNKNOWN  FACTORS  THAT COULD CAUSE THE ACTUAL
RESULTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE HISTORICAL RESULTS OR
FROM ANY FUTURE RESULTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
IN  ADDITION  TO   STATEMENTS   WHICH   EXPLICITLY   DESCRIBE   SUCH  RISKS  AND
UNCERTAINTIES,  READERS ARE URGED TO CONSIDER  STATEMENTS LABELED WITH THE TERMS
"BELIEVES",  "BELIEF",  "EXPECTS",  "INTENDS",  "ANTICIPATES",  OR "PLANS" TO BE
UNCERTAIN FORWARD-LOOKING  STATEMENTS.  THE FORWARD LOOKING STATEMENTS CONTAINED
HEREIN  ARE ALSO  SUBJECT  GENERALLY  TO OTHER RISK AND  UNCERTAINTIES  THAT ARE
DESCRIBED FROM TIME TO TIME IN THE COMPANY'S REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

The  following  table sets  forth  information  on  operations  for the  periods
indicated:
<TABLE>
<CAPTION>
                                                  PERCENTAGE OF NET REVENUES



Consolidated


                                    Three months ended      Three months ended     Nine months ended      Nine months ended
                                        30-Sep-99               30-Sep-98             30-Sep-99               30-Sep-98
                                        $            %          $           %          $           %          $           %
                                   --------------------    -------------------    -------------------    -------------------
<S>                                <C>              <C>    <C>             <C>    <C>             <C>    <C>             <C>
Net Sales                          $ 1,475,475      100%   $ 2,216,989     100%   $ 5,366,312     100%   $ 6,052,264     100%
Cost of Sales                      $   771,293       52%   $   924,763      42%   $ 2,435,109      45%   $ 2,470,753      41%
Operating Expenses                 $ 2,106,686      143%   $ 1,904,292      86%   $ 4,672,121      87%   $ 3,742,128      62%
Income from Operations             $(1,402,505)     -95%   $  (612,066)    -28%   $(1,740,918)    -32%   $  (160,617)     -3%
Earnings (Loss) on Common Shares   $(1,518,370)    -103%   $  (860,249)    -39%   $(1,856,783)    -35%   $  (350,292)     -6%


Engineered Business Systems


Net Sales                          $ 1,184,307      100%   $ 1,689,167     100%   $ 4,273,045     100%   $ 5,012,050     100%
Cost of Sales                      $   565,940       48%   $   523,064      31%   $ 1,595,870      37%   $ 1,698,192      34%


Quick Credit Corporation


Net Sales                          $   291,167      100%   $   527,821     100%   $ 1,093,267     100%   $ 1,039,214     100%
Cost of Sales                      $   196,728       68%   $   401,699      76%   $   820,614      75%   $   772,560      74%
</TABLE>

                                                              10
<PAGE>


Three Months Ended September 30, 1999 vs. Three Months Ended September 30, 1998

CONSOLIDATED

Sales for the Three  Months  ended  September  30,  1999  were  $1,475,475  or a
decrease of 33% from the $2,216,989 in sales for the period ended  September 30,
1998. The factors  contributing to the Company's  reduction in sales is the rise
in  residential  mortgage  interest  rates that has  resulted  in a  significant
reduction  of the  volume  of  credit  reports  associated  with  home  mortgage
originations and mortgage refinancings,  the continued  consolidation within the
Company's  wholesale  credit  client base and a resistance of clients to acquire
and  install  new  software  applications  in  light  of  Year  2000  compliance
priorities.  The  overall  cost of sales  during  the third  quarter of 1999 was
$771,293 representing a decrease of $153,470 from the cost of sales for the same
period  last  year  primarily  due to the  lower  volume.  Cost  of  sales  as a
percentage of sales  increased 10%, from 42% for the quarter ended September 30,
1998 to 52% for the quarter ended  September 30, 1999. The increase is primarily
a result of a reduction in the amount of software sales and the continued  shift
in the  revenue  mix from the  more  profitable  CRIS  products  to  outsourcing
services  revenue  which has a higher cost as a  percentage  of  revenue.  Gross
profit as a percentage of revenue has  decreased  from 58% for the third quarter
of 1998 to 48% for the third quarter of 1999.

Selling,  general and  administrative  ("SG&A") expenses were $1,359,466 for the
quarter  ended  September  30,  1999  representing  a decrease  of 14% from SG&A
expenses of $1,574,584 for the quarter ended September 30, 1998. The decrease in
SG&A is primarily attributable to employee layoffs and terminations resulting in
lower labor, wage taxes, and insurance costs. Also contributing to the reduction
in SG&A is a decrease in selling and travel  expenses  during the third  quarter
when compared to the same period last year.  Offsetting the decrease in SG&A was
a charge of $189,214 to SG & A for the  write-off  of bad debts.  This charge is
comprised of a write-off of $137,928 of  uncollectable  accounts and an increase
to the reserve for doubtful accounts of $51,286.

Development expenses during the quarter were $682,738 compared with $247,084 for
the same period in 1998.  The  development  expense  during the third quarter of
1999 was primarily  associated  with the  development  by the Company of two new
products  for resale to bank  credit  card  holders.  Management  believes  that
investment  in these  products is  essential to the growth of the Company and to
diversify the Company's  revenue  sources into areas that are less interest rate
sensitive in order to reduce the impact of negative interest rate changes on the
Company's financial well being.

Non-cash imputed compensation  decreased by $39,345 from $47,390 for the quarter
ended September 30, 1998 to $10,295 for the quarter ended September 30, 1999. In
December  1998, the Company  wrote-off the balance of the deferred  compensation
associated  with the future  services  to be provided  by the  Company's  former
Chairman  and Chief  Executive  Officer.  In March 1999,  the  Company's  former
Chairman  and Chief  Executive  Officer was  terminated  for  "cause"  under his
employment  agreement with the Company. The Company no longer incurs the expense
associated  with  these  services.  However,  the  Company  has  entered  into a
settlement  agreement  with the Company's  former  Chairman and Chief  Executive
Officer that requires periodic payments to him and/or his spouse.

Amortization  of goodwill was $36,552 for the quarter  ended  September 30, 1999
compared to $57,275 for the quarter  ended  September  30,  1998,  a decrease of
$18,723.  The decrease in the amortization of goodwill is a result of a goodwill
adjustment  that was made in December 1998 in connection with the revaluation of
the credit bureaus acquired by QCC in April and May of 1998.

                                       11
<PAGE>

The Company's loss from operations for the quarter ending September 30, 1999 was
$1,384,870,  which  represents  an  increase  of  $750,763  from the  loss  from
operations of $634,107 for the quarter ending September 30, 1998 for the reasons
stated above.  Net income was  $(1,402,505)  for the period ending September 30,
1999,  compared  to  $(860,249)  for the same  period in 1998.  The  comparative
difference  of  $542,256  was less than the  comparative  loss  from  operations
primarily because of a 1998 charge  associated with the discontinued  Trimax and
Mutitask  operations  Earnings on Common Shares for the period ending  September
30, 1999 were  $(1,518,370)  compared to earnings on Common Shares of $(860,249)
for the third quarter of 1998.  Preferred  Dividends of $115,865  accrued during
the third quarter of 1999. There were no Preferred  Dividends accrued during the
same period in 1998.

ENGINEERED BUSINESS SYSTEMS, INC.

Sales for Engineered  Business  Systems  accounted for $1,184,307 or 80 % of the
Company's  total  revenue for the quarter  ended  September 30, 1999 compared to
$1,689,167 or 76% of the Company's total revenue for the quarter ended September
30, 1998. The revenue  decrease was a result of higher  interest rates that have
caused a  reduction  in the  volume of new home sales and  residential  mortgage
refinancings  ,a reduction of software  sales  brought on by the  reluctance  of
clients  to  install  new  software  applications  prior to Year  2000,  and the
continued decline of the revenue generated from the CRIS product line due to the
consolidation  of the CRIS  client  base.  During the third  quarter of 1999 the
Company  entered  into a  strategic  alliance  that will  enable the  Company to
process Fannie Mae mortgages and to offer certain  future  product  enhancements
that will better  position the Company's  products to reduce the rate of decline
of this revenue stream.

The revenue mix for the quarter  ended June 30, 1999 was  comprised of recurring
revenue  from the ACES product  line,  the CRIS product  line,  annual  software
maintenance  contracts,  technical  support  revenues,  revenues  generated on a
transactional per report basis and monthly software rental programs  ("Recurring
Revenue") (37%), outsourcing services (49%), software sales (10%) and consulting
services (4%).  The  comparable  revenue mix for the quarter ended June 30, 1998
was Recurring Revenue (41%),  outsourcing services (36%),  software sales (14%),
Hardware  (1%),  and  consulting  services  (8%).  Sales of the DESC product and
continued  growth of outsourcing  service revenues offset declines in the amount
of revenue  generated by the CRIS products and decreased  software  sales of the
ACES product.  Cost of sales as a percentage of revenue  increased  from 31% for
the quarter ended  September 30, 1998 to 48% for the quarter ended September 30,
1999. Management believes that the increase is due to the shift in the Company's
product  mix from  higher  margin  CRIS  transactional  revenue to lower  margin
outsourcing  services  revenue.  The Company's  resulting  gross margins for all
products and services for the quarter ended September 30, 1999 was 52 % compared
to 69 % for the quarter ended September 30, 1998.

                                       12
<PAGE>

QUICKCREDIT CORP.

QCC was formed  under the laws of the State of Florida on February  23, 1998 for
the purpose of acquiring and operating formerly  independent credit bureaus. QCC
had no operations from its inception until the second quarter of 1998.

Total  revenues  for the three  months ended  September  30, 1999 were  $291,167
compared to $527,821  for the same period in 1998.  The 45%  decrease in revenue
from  period to  period  was  primarily  due to a  reduction  in sales of credit
reports  associated with mortgage  originations and mortgage  refinancings  that
have  steeply  declined  as a result  of an  increase  in  residential  mortgage
interest rates during the third quarter of 1999.  Cost of sales during the third
quarter of 1999 was $196,728,  49% lower than cost of sales of $401,699 that was
recorded  during  the same  period  in 1998.  Gross  profit as a  percentage  of
revenues was 32% for the three months ending  September 30, 1999 compared to 24%
for the three month period  ending  September  30,  1998.  The gross profit as a
percentage  of revenue  has  improved as a result of the cost  savings  from the
consolidation of the credit operations into QCC's  Jacksonville,  Florida credit
bureau operations.


Nine Months Ended September  30, 1999 vs. Nine  Months Ended September  30, 1998

CONSOLIDATED

Sales for the Nine Months ending  September  30,1999 were $5,366,312 or 11% less
than sales of $6,052,264 for the period ending  September 30, 1998. The decrease
in sales was primarily due to a decline in revenue  generated by the CRIS client
base that has been negatively  impacted by the rise in mortgage  interest rates.
Cost of sales decreased by $35,644 for the Nine Months ending September 30, 1999
from  $2,470,753 to  $2,435,109,  however cost of sales as a percentage of sales
increased  by 4% due to a  shift  in  product  mix  from  the  more  mature  and
profitable  products to the lower margin  service  offerings.  SG&A for the Nine
Months ending  September  30,1999 was $3,404,362  compared to $2,759,024 for the
same  period  in 1998.  The  increase  was due to  expenses  associated  with an
increase  in  the  number  of   employees   in  the  sales  and   administrative
organizations as well as the relocation of the corporate  offices.  Research and
Development  for the nine month period ending  September 30, 1999 was $1,195,655
compared to $413,922  during the same period in 1998.  The  increase in Research
and  Development  expense was primarily  associated  with the development by the
Company of two new credit  services  products  for  resale to bank  credit  card
holders.

Non-cash  imputed  compensation  decreased  by $115,785  from  $146,670  for the
quarter ended  September 30, 1998 to $30,885 for the quarter ended September 30,
1999.  In  December  1998,  the Company  wrote off the  balance of the  deferred
compensation associated with the future services to be provided by the Company's
former Chairman and Chief Executive Officer. In March 1999, the Company's former
Chairman  and Chief  Executive  Officer was  terminated  for  "cause"  under his
employment  agreement with the Company. The Company no longer incurs the expense
associated  with  these  services.  However,  the  Company  has  entered  into a
settlement  agreement  with the Company's  former  Chairman and Chief  Executive
Officer that requires  periodic  payments to him and/or his spouse.  See Part II
"Legal Proceedings."

Amortization  of goodwill was $108,019 for the nine months ending  September 30,
1999  compared  to  $123,445  for the same  period  ending  September  30,  1998
representing a decrease of $15,426. The decrease in the amortization of goodwill
is a  result  of a  goodwill  adjustment  that  was  made  in  December  1998 in
connection with the  revaluation of the credit bureaus  acquired by QCC in April
and May of 1998.

                                       13
<PAGE>

The  loss  from  operations  for  the  period  ending  September  30,  1999  was
$1,595,718,  which  represents a difference of  $1,734,168  from the income from
operations of $138,450 for the period ending  September 30, 1998. Net income was
$(1,740,918)  and Earnings on Common Shares were  $(1,856,783)  after  Preferred
Dividends of $115,865 for the period ending September 30, 1999,  compared to Net
Income of $(350,292) for the same period in 1998 for the reasons stated above.

ENGINEERED BUSINESS SYSTEMS, INC.

Sales for Engineered  Business  Systems  accounted for $4,273,045 or 80 % of the
Company's total revenue for the nine months ended September 30, 1999 compared to
$5,012,050  or 83 % of the  Company's  total  revenue for the same period  ended
September 30, 1998. The revenue decrease of $739,005 or 15%, was a result of the
continued  decline  of the  revenue  generated  from  the  CRIS  system  and the
continued consolidation of the CRIS client base. Higher interest rates that have
caused  a  reduction  in  the  residential   mortgage  refinancing  market  have
accelerated the rate of this decline.  Management  believes that certain product
enhancements to the CRIS System that are under  development will reduce the rate
of decline of this revenue stream.

The revenue mix for the nine months ended  September  30, 1999 was  comprised of
recurring  revenue from the ACES product  line,  the CRIS product  line,  annual
software maintenance contracts,  technical support revenues,  revenues generated
on a  transactional  per  report  basis and  monthly  software  rental  programs
("Recurring  Revenue") (37%),  outsourcing services (42%), software sales (15%),
hardware (1%) and consulting  services (5%). The comparable  revenue mix for the
period  ended  September  30,  1998 was  Recurring  Revenue  (47%),  outsourcing
services  (32%),  software sales (15%),  Hardware (2%), and consulting  services
(4%).  Software  sales of the DESC  product of  $289,845  for the period  ending
September  30, 1999  compared  to $42,000  for the same  period  during 1998 and
continued  growth of the outsourcing  business from  $1,570,171  during the nine
month period ended  September 30, 1998 to $1,810,727 for the same period in 1999
offset  declines  in the  amount  of  revenue  generated  by the  CRIS  products
($1,067,948  for the nine month  period  ended  September  30, 1999  compared to
$1,777,693 during the comparable period of 1998) and decreased software sales of
the ACES product ($329,185 for the nine months ended September 30, 1999 compared
to $682,692 for the same period in 1998).

Cost of sales as a percentage of revenue  increased from 34% for the nine months
ended  September  30, 1998 to 37% for the same period ended  September 30, 1999.
Management  believes  that the  increase  is due to the  shift in the  Company's
product  mix from  higher  margin  CRIS  transactional  revenue to lower  margin
outsourcing services revenue.

QUICKCREDIT CORP.

QCC was formed  under the laws of the State of Florida on  February  23,1998 for
the purpose of acquiring and operating formerly  independent credit bureaus. QCC
had no operations from its inception until the second quarter of 1998.

                                       14
<PAGE>

Total  revenues  for the  nine  month  period  ended  September  30,  1999  were
$1,093,267  compared to $1,039,214  for the same period in 1998. The increase of
$54,053  was a result of nine  months of revenue  during  1999  compared  to six
months of revenue during the same period in 1998.

Cost of sales  during the nine months  ended  September  30,  1999 was  $820,614
compared to $772,560 during the same period in 1998. The increase of $48,054 was
a result of nine months of revenue during 1999 compared to six months of revenue
during the same period in 1998. Gross profit as a percentage of revenues was 25%
for the nine months ended September 30, 1999 compared to 26% for the same period
ending September 30, 1998. Management believes that Gross profit as a percentage
of  revenue  will  continue  to  improve  as a result of cost  savings  from the
consolidation  of the Fort  Lauderdale,  Florida credit bureau  operations  into
QCC's Jacksonville, Florida credit bureau operations.

Due to the continued business downturn the company initiated reductions in force
during the quarter that eliminated  approximately 25% of its current  workforce.
Annualized savings from these actions will be $960,000.

ISSUANCE OF SERIES C PREFERRED STOCK

On October 15, 1998,  the Company,  QCC, EBS and Waterside  Capital  Corporation
("Waterside")  entered into an Agreement  for Purchase of Preferred  Stock to be
Secured Until  Issuance by Promissory  Note pursuant to which the Company issued
to Waterside a promissory  note in the original  principal  amount of $1,500,000
with the  agreement  that the Company  would issue  shares of Series C Preferred
Stock to Waterside in exchange for  cancellation of the note at such time as the
Company  became  authorized to do so.  Accordingly on June 30, 1999, the Company
established preferences, limitations and relative rights with respect to a class
of Series C Preferred  Stock and during the  quarter  ended  September  30, 1999
issued all shares of such class to Waterside and canceled the note.

The class of Series C Preferred  Stock created by the Company  consists of 1,500
shares  designated as Series C Preferred Stock. The Series C Preferred Stock has
a par value of $1,000  per share  and ranks  senior to all  series of  preferred
stock and common  stock.  Holders of Series C  Preferred  Stock are  entitled to
receive a  quarterly  cash  dividend  of $31.25  per share out of funds  legally
available for the payment of such dividend,  commencing on April 15, 1999.  Each
share of Series C Preferred Stock is not convertible  into any other  securities
of the  Company.  In the  event of any  voluntary  or  involuntary  liquidation,
dissolution or winding up of the affairs of the Company,  each share of Series C
Preferred  Stock  shall have a  liquidation  preference  of $1,000  plus  unpaid
dividends  that have  accrued to the date of  payment,  if any.  Each  holder of
Series C  Preferred  Stock  shall not be  entitled  to vote,  except  that (i) a
majority of the holders of Series C Preferred  Stock are entitled to appoint one
member to the  Company's  Board of Directors and (ii) the Company may not effect
any of the  following  actions  without  the prior  written  consent of at least
66.67% of the shares of Series C Preferred Stock:

         (a) alter or change the powers,  rights,  limitations,  preferences  or
restrictions of the Series C Preferred Stock;

         (b)  Create  a  class  or  series  of  capital  stock  having   rights,
preferences or privileges prior or superior to the Series C Preferred Stock;

                                       15
<PAGE>

         (c) Increase or decrease the aggregate  number of authorized  shares of
Series C Preferred Stock, except for any decrease resulting from any redemption,
repurchase or other reacquisition,  or effect an exchange or reclassification of
the shares of Series C Preferred Stock;

         (d) Repurchase  redeem or otherwise acquire any shares of the Company's
capital  stock other than the Series C Preferred  Stock if any  dividends on the
Series C Preferred  Stock which have accrued and are payable remain  outstanding
at the time;

         (e) Liquidate,  dissolve or wind-up the affairs of the Company or merge
or  consolidate  the Company  with any other  entity or sell or encumber  all or
substantially all of the Company's assets or issue in one or a series of related
transactions  shares representing more than fifty percent (50%) of the aggregate
voting  power of all classes  and series of the  Company's  voting  stock if any
dividends  on the Series C Preferred  Stock  which have  accrued and are payable
remain outstanding at the time; or

         (f) Declare or pay any dividend or other  distribution  with respect to
stock  ranking  junior to the Series C Preferred  Stock if any  dividends on the
Series C Preferred  Stock which have accrued and are payable remain  outstanding
at the time.

ISSUANCE OF SERIES D REDEEMABLE CONVERTIBLE PREFERRED STOCK

On June 30,  1999 the Company  entered  into a Series D  Redeemable  Convertible
Preferred  Stock Purchase  Agreement with Waterside  pursuant to which Waterside
paid an aggregate  purchase price of $700,000 in immediately  available funds in
exchange for the  issuance of 700 shares of its Series D Redeemable  Convertible
Preferred Stock and a Stock Purchase Warrant. The Warrant entitles the holder to
purchase up to 80,000 shares of the Company's  Common Stock at an exercise price
of $1.15 per share  until  June 30,  2009,  so long as the  Series D  Redeemable
Convertible  Preferred  Stock  remains  outstanding.  The right to exercise  the
Warrant vests with respect to 20,000 shares on June 30, 1999 and with respect to
12,000  shares  on each  June  30th  thereafter  during  the  five  year  period
commencing  on June  30,  2000.  Pursuant  to the  terms of an  Investor  Rights
Agreement,  the Company and Harold S. Fischer granted Waterside the right to put
the shares of Series D Redeemable  Convertible  Preferred  Stock  first,  to the
Company,  and then,  to  Harold S.  Fischer,  on the  fifth  anniversary  of its
issuance or earlier  upon a Change of Control (as  defined) at a price of $1,000
per share plus  accrued  and unpaid  dividends.  In exchange  for Mr.  Fischer's
agreement to become obligated to repurchase the Series D Redeemable  Convertible
Preferred  Stock from  Waterside (in the event that the Company fails to do so),
the Company  issued to Mr.  Fischer an option to purchase  200,000 shares of the
Company's  Common  Stock at an  exercise  price  equal to $.875  per  share.  In
addition,  under a Registration Rights Agreement,  the Company granted Waterside
certain  piggy back  registration  rights  with  respect to the shares of Common
Stock  issuable  upon the  conversion  of the  Series D  Redeemable  Convertible
Preferred Stock and upon the exercise of the Warrant.

The 700 shares of Series D  Redeemable  Convertible  Preferred  Stock  issued to
Waterside  constitute  all of the  shares  of the  series  designated  Series  D
Redeemable  Convertible  Preferred  Stock.  The Series D Redeemable  Convertible
Preferred  Stock  has a par value of  $1,000  per share and ranks  senior to all
series of  preferred  stock and  common  stock,  except  for  shares of Series C
Preferred  Stock  which  rank  senior  to the  shares  of  Series  D  Redeemable
Convertible  Preferred  Stock.  Holders  of  Series  D  Redeemable   Convertible
Preferred  Stock are entitled to receive a quarterly cash dividend of $31.25 per
share  out of  funds  legally  available  for  the  payment  of  such  dividend,
commencing  on October 15, 1999.  Each share of Series D Redeemable  Convertible
Preferred  Stock is  convertible  at any time into 870  shares of the  Company's
common stock, subject to anti-dilution protection. In the event of any voluntary
or  involuntary  liquidation,  dissolution  or winding up of the  affairs of the

                                       16
<PAGE>

Company,  each share of Series D Redeemable  Convertible  Preferred  Stock shall
have a liquidation  preference of $1,000 plus unpaid dividends that have accrued
to date of  payment,  if any.  Each  holder of Series D  Redeemable  Convertible
Preferred  Stock shall not be entitled to vote,  except that the Company may not
effect any of the  following  actions  without the prior  written  consent of at
least 66.67% of the shares of Series D Redeemable Convertible Preferred Stock:

         (a) alter or change the powers,  rights,  limitations,  preferences  or
restrictions of the Series D Redeemable Convertible Preferred Stock;

         (b)  Create  a  class  or  series  of  capital  stock  having   rights,
preferences  or  privileges  prior  or  superior  to  the  Series  D  Redeemable
Convertible Preferred Stock (other than the Series C Preferred Stock);

         (c) Increase or decrease the aggregate  number of authorized  shares of
Series  D  Redeemable  Convertible  Preferred  Stock,  except  for any  decrease
resulting from any redemption,  repurchase or other reacquisition,  or effect an
exchange or  reclassification  of the shares of Series D Redeemable  Convertible
Preferred Stock;

         (d) Repurchase  redeem or otherwise acquire any shares of the Company's
capital stock other than the Series D Redeemable  Convertible Preferred Stock if
any dividends on the Series D Redeemable  Convertible Preferred Stock which have
accrued and are payable remain outstanding at the time;

         (e) Liquidate,  dissolve or wind-up the affairs of the Company or merge
or consolidate the Corporation  with any other entity or sell or encumber all or
substantially all of the Company's assets or issue in one or a series of related
transactions  shares representing more than fifty percent (50%) of the aggregate
voting  power of all classes  and series of the  Company's  voting  stock if any
dividends  on the Series D  Redeemable  Convertible  Preferred  Stock which have
accrued and are payable remain outstanding at the time; or

         (f) Declare or pay any dividend or other  distribution  with respect to
stock ranking junior to the Series D Redeemable  Convertible  Preferred Stock if
any dividends on the Series D Redeemable  Convertible Preferred Stock which have
accrued and are payable remain outstanding at the time.

LIQUIDITY AND CAPITAL RESOURCES

The Company has funded its working capital and capital expenditures requirements
with cash provided from operations, the private sale of the Company's stock, and
debt and other equity  financing.  In 1999 the primary  source of cash  receipts
will be from  payments for  software  and  services.  The  Company's  management
believes that cash flows from the issuance of equity and debt  financing will be
required to fund  day-to-day  operational  expenditures,  planned  expansion and
research and  development  in the  immediate  future.  Management  estimates the
future  spending for  operations,  research and development and the repayment of
trade  payables and other  current  obligations  of the Company  during the nine
month period  beginning  September 30, 1999 will require a minimum of $1,300,000
of debt or  equity  financing.  FAILURE  TO  OBTAIN  SUCH  FINANCING  MAY HAVE A
MATERIAL ADVERSE EFFECT ON THE COMPANY AND ITS PROSPECTS.

During the three month  period ended  September  30,  1999,  the Company  issued
452,000 shares of common stock for a total value of $427,100.

                                       17
<PAGE>

At  September  30,  1999 the  Company had  working  capital of  ($2,273,835)  as
compared to working capital of $ 533,846 at September 30,1998.  The reduction in
working capital is primarily due to an increase in Current  Liabilities of which
the following represent the significant items: (i) $630,000 of the Notes Payable
Subject to Puts was reclassified into Current  Liabilities based on an agreement
reached in April 1999 with the former  shareholders  of Credit Bureau  Services,
Inc. (ii) in April 1999, the Company incurred a liability in connection with the
settlement with the Company's  former  Chairman and Chief  Executive  Officer of
$468,000 of which $156,000 was classified as a Current Liability, (iii) the note
payable to the former  shareholders of Engineered  Business Systems,  Inc. has a
balloon  payment of $400,000 due in February  2000,  (iv) an accrued  expense to
reserve  for  additional  costs  associated  with the  change of  control of the
Company in the  amount  $285,384.17, (v)  and a  Preferred  Dividend  payable to
Waterside Capital in the amount of $68,990.

YEAR 2000

     The  Company  recognizes  that a  challenging  problem  exists in that many
computer  systems  worldwide do not have the capability of recognizing  the year
2000 or the years  thereafter.  No easy  technological  "quick fix" has yet been
developed for this problem. The Company has spent a considerable sum of money to
assure that all of its software  programs are year 2000  compliant  and believes
that it has achieved this objective.  This "Year 2000 Computer  Problem" creates
risk for the company from unforeseen problems in its own software and from third
parties with whom the company  deals.  Such failures of the Company and/or third
parties'  computer  systems could have a material  adverse effect on the Company
and its ability to conduct its business in the future.

INFLATION

     The Company  does not believe  that  inflation  has had a material  adverse
effect on sales or income during the past several  years.  Increases in the cost
of supplies and services,  or other operating costs,  could adversely affect the
Company's operations;  however, the Company believes it could increase prices to
offset increases in costs of goods sold or other operating costs.

                                       18
<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings


During the first  quarter of 1999 the  Company  was a  defendant  in the lawsuit
styled,  Thomas  L.  Bauer,  et al v.  Triangle  Imaging  Group,  Inc.,  Vito A.
Bellezza, Judith Bellezza a/k/a Judith Klotz, Peter Bellezza and Franz Fideli in
the  Circuit  Court of the 17th  Judicial  Circuit  in and for  Broward  County,
Florida  filed in December  1998. On January 14, 1999, a hearing was held before
the Circuit Court for Broward County,  Florida with regard to the litigation and
an order was entered by the Court on February 22, 1999 (the "Order").

The Order,  among other things,  required the parties to submit their dispute to
non-binding  mediation.  On April 30,  1999,  the Company  attended the required
mediation  conference and entered into a settlement  agreement (the "Agreement")
with Vito A. Bellezza, the Company's former Chief Executive Officer and Chairman
of the Board of Directors,  Judith  Bellezza,  Mr.  Bellezza's wife and a former
employee of the Company,  Peter Bellezza,  Mr.  Bellezza's  brother and a former
director of the Company, and Franz Fideli, a former director of the Company. The
Agreement  includes a general  release of all claims by the parties  against all
other parties and also (i) requires Messrs. Bellezza,  Fideli and Peter Bellezza
to  surrender  for  cancellation  (a) an  aggregate  of  900,000  shares  of the
Company's  Common  Stock and (b) options to purchase an  aggregate  of 2,200,000
shares of the Company's  Common Stock at exercise  prices  ranging from $.05 per
share to $1.875 per share,  (ii) grants the  Company's  Board of  Directors  the
right to vote,  subject to  certain  limitations,  all  shares of the  Company's
Common Stock owned by such individuals  (presently believed to be in excess of 3
million shares) in accordance  with the majority vote of the other  shareholders
of the Company's  Common Stock,  and (iii) requires that the Company pay to Vito
Bellezza  and/or Judith  Bellezza a total of $468,000 over a period of three (3)
years and to provide them with health and dental insurance coverage. As a result
of the  execution  and  delivery of the  Agreement,  Mr.  Bellezza and the other
defendants in the lawsuit will not serve as officers or directors of the Company
and will not otherwise be involved in the  day-to-day  activities of the Company
in any capacity. The Company has received from Vito A. Bellezza for cancellation
800,000  shares  of  Common  Stock in  connection  with the  settlement  and has
received  50,000  shares of Common  Stock  for  cancellation  from each of Peter
Bellezza and Franz  Fideli.  All shares  delivered  for  cancellation  have been
retired by the Company.


Item 2. Changes in Securities and Use of Proceeds


In August 1999,  the Company  issued  452,000  shares of Common Stock to certain
individual  accredited  investors  for an aggregate  purchase  price of $452,000
pursuant to Section 4(2) of the Securities Act of 1933 (the "Act"). The proceeds
from  the  sale  of  Common  Stock  were  used  by the  Company  for  day to day
operational expenses and for research and development.

In September  1999, the Company  canceled 10,000 shares of Common Stock incident
to an agreement with the former shareholder of Florida Credit Bureau, Inc.

                                       19
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

     A. Exhibits

     None.

     B. Reports on Form 8-K

     Current Report on Form 8-K dated July 15, 1999, Item 5



                                   SIGNATURES

            Pursuant  to  the  requirements  of  Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


                                       ELECTRONIC BUSINESS SERVICES, INC.



Dated: November 19, 1999               By: /s/ HAROLD S. FISCHER
                                       --------------------------------------
                                               Harold S. Fischer,
                                               President, Chief
                                               Executive Officer and Director


                                       20