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 June 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

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

                    Florida                                59-2493183
          ------------------------------                ---------------
          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 August 18, 1999 was 14,079,255 shares.

<PAGE>


                           @EBS, INC. AND SUBSIDIARIES

                                   FORM 10-QSB


                                      INDEX


                                                                           Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL INFORMATION:

         Item 1.  Financial Statements

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

            Consolidated Statement of Operations -

            For the Six and Three Months Ended
                         June 30, 1999 and 1998 ...............................5

            Consolidated Statement of Cash Flows-

            For the Six and Three Months Ended
                         June 30, 1999 and 1998................................6

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

         Item 2.  Management's Discussion and Analysis .......................11


PART II - OTHER INFORMATION ..................................................17

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

                                       2
<PAGE>



                         PART 1 - FINANCIAL INFORMATION

                          Item 1. Financial Statements




                           @EBS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                   (UNAUDITED)

                                     ASSETS


                                                             JUNE 30, 1999
                                                             -------------

CURRENT ASSETS
    Cash and cash equivalents                                $     786,208
    Accounts receivable, net of allowance for
      doubtful accounts of:                                  $  (96,187.50)
                                                                   999,360
    Prepaid expenses                                                46,177

    TOTAL CURRENT ASSETS                                     $   1,831,745
EQUIPMENT                                                    $     413,091

GOODWILL                                                     $   1,934,992

OTHER ASSETS                                                 $     486,382

                                                             $   4,666,210
                                                             =============

                                       3
<PAGE>


                           @EBS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                   JUNE 30, 1999
                                                                   -------------
CURRENT LIABILITIES
    Accounts payable and accrued expenses                          $  1,054,651
    Deferred revenue
                                                                        310,305
    Current portion of long term debt
                                                                        913,500

      TOTAL CURRENT LIABILITIES                                    $  2,278,456


NOTES PAYABLE SUBJECT TO PUTS                                      $  1,275,000


LONG TERM DEBT                                                     $    312,000


STOCKHOLDERS EQUITY
    Preferred stock, Class C $1,000 par value                      $  1,424,473
      12.5% cumulative 1,500 shares issued
      Redemption value $1,500,000
    Preferred stock, Class D $1,000 par value
                                                                        632,700
      12.5% cumulative 700 shares issued
      Redemption value $700,000
    Common stock, $.001 par value,
                                                                         13,610
    Authorized 50,000,000 shares
      Issued and Outstanding                                         13,610,000
    Additional paid-in capital
                                                                      6,257,133
    Additional paid-in capital - Subject to Puts
                                                                     (1,432,500)
    Accumulated deficit
                                                                     (6,060,162)
    Deferred compensation
                                                                        (34,500)
                                                                   ------------
      TOTAL STOCKHOLDERS' EQUITY                                   $    800,754

                                                                   $  4,666,210
                                                                   ============

                                       4
<PAGE>


<TABLE>
<CAPTION>
                                        @EBS, INC. AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENT OF OPERATIONS

                                                (Unaudited)

                                                  THREE MONTHS    THREE MONTHS     SIX MONTHS      SIX MONTHS
                                                     ENDED           ENDED           ENDED           ENDED
                                                    JUNE 30,        JUNE 30,        JUNE 30,        JUNE 30,
                                                      1999            1998            1999            1998
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>
SALES                                             $  1,799,758    $  2,147,910    $  3,890,837    $  3,835,275

COST OF SALES                                          984,029       1,000,852       1,663,816       1,545,989
                                                  ------------    ------------    ------------    ------------

GROSS PROFIT                                           815,729       1,147,058       2,227,021       2,289,286

SELLING, GENERAL &
ADMINISTRATIVE                                         891,440         594,445       2,044,896       1,184,441

PRODUCT DEVELOPMENT                                    450,280          83,419         512,917         166,838

NON-CASH IMPUTED COMPENSATION                           10,295          49,640          20,590          99,280

AMORTIZATION OF GOODWILL                                42,329          44,505          71,467          66,170

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

INCOME (LOSS) FROM OPERATIONS                         (366,614)        375,049        (210,849)        772,557

INTEREST EXPENSE                                        56,865          43,156         127,564          62,908

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

INCOME (LOSS)  BEFORE TAX                              558,449        (423,479)        180,693        (338,413)

TAX PROVISION                                               --              --              --         107,000
                                                  ------------    ------------    ------------    ------------

NET INCOME (LOSS) BEFORE DISCONTINUED
OPERATIONS                                             451,449
                                                                      (423,479)        180,693        (338,413)

GAIN/LOSS FROM DISCONTINUED OPERATIONS                      --          58,507              --          58,507
                                                  ------------    ------------    ------------    ------------

NET INCOME (LOSS)                                     (423,479)        239,200        (338,413)        509,956
                                                  ============    ============    ============    ============

NET INCOME PER SHARE:

          BASIC                                          (0.03)           0.02           (0.03)           0.05
                                                  ============    ============    ============    ============

          DILUTED                                        (0.03)           0.02           (0.03)           0.04
                                                  ============    ============    ============    ============

NUMBER OF SHARES USED IN COMPUTATION:

          BASIC                                     13,660,290      11,810,552      13,486,472      10,014,357
                                                  ============    ============    ============    ============

          DILUTED                                   13,660,290      14,507,370      13,486,472      13,234,778
                                                  ============    ============    ============    ============

                                     See Notes to Financial Statements
</TABLE>
                                                   5

<PAGE>


<TABLE>
<CAPTION>
                                @EBS, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENT OF CASH FLOWS

                                        (Unaudited)

                                                                      SIX MONTHS ENDED
                                                                         JUNE 30,
                                                                    1999           1998
                                                                -----------    -----------
<S>                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Income (loss)                                         $  (338,413)   $   509,957

      Adjustment to reconcile net income to net cash
            provided by operating activities:
             Depreciation                                            59,262         43,418
             Amortization of goodwill                                69,744         66,170
             Non Cash imputed compensation                           20,590         99,280
             Gain from settlement of lawsuit                       (212,000)            --

      Changes in assets and liabilities
            (Increase)/decrease in accounts receivable             (192,119)      (975,481)
            Increase in prepaid expenses                                 --        (24,000)
            Decrease in deferred tax asset                               --        107,000
            (Increase)/decrease in other assets                     (60,601)      (635,016)
            Increase in accounts payable and accrued expenses       (42,058)       641,635
            Increase in bank line of credit                              --         39,533
            Decrease in deferred revenue                              6,885        (66,677)

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                    (688,709)      (194,181)

CASH FLOWS FROM INVESTING ACTIVITIES:
            Cash paid for acquisition                                    --       (462,195)
            Purchase of equipment/software                         (180,519)      (167,683)

CASH USED IN INVESTING ACTIVITIES                                  (180,519)      (629,878)

CASH FLOWS FROM FINANCING ACTIVITIES:
            Proceeds from sale of preferred stock                   632,700
            Proceeds from sale of common stock                    1,020,813        910,858
            Decrease in stock subscription receivable                    --        501,250
            Purchase of treasury stock                                   --        (10,649)
            Payment of note payable subject to puts                 (52,500)            --
            Payment of note payable                                (175,000)      (275,000)

CASH PROVIDED BY FINANCING ACTIVITIES                             1,426,013      1,126,459

NET INCREASE (DECREASE) IN CASH                                     556,785        302,400
CASH - BEGINNING OF PERIOD                                          229,423        525,009
CASH - END OF PERIOD                                                786,208        827,409

</TABLE>
                             See notes to financial statements

                                            6

<PAGE>


                                        @EBS, INC.

                               NOTES TO FINANCIAL STATEMENTS

                                        (Unaudited)

1.   BASIS OF PRESENTATION

     The accompanying  unaudited consolidated financial statements of @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 six month period ended June 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 March 31, 1999,  the Company issued 416,813 shares
     of common stock,  $.001 par value  ("Common  Stock"),  for a total value of
     $416,813 and issued an additional  45,000 shares of common stock in lieu of
     a cash  payment  to a  former  shareholder  of one of the  acquired  credit
     bureaus.

     During the quarter ended June 30, 1999,  the Company  issued 528,000 shares
     of common stock,  $.001 par value  ("Common  Stock"),  for a total value of
     $528,000 in a private  placement of the Company's  securities.  The Company
     issued an additional  500,000 shares of Common Stock during the same period
     incident to the  exercise of a stock  purchase  warrant  held by  Waterside
     Capital Corporation  ("Waterside").  The total proceeds to the Company from
     such warrant exercise was $25,000,  or $.05 per share, which exercise price
     was reduced from the original exercise price of between $2.15 and $3.00 per
     share in  consideration  for the  settlement of a lawsuit filed against the
     Company by  Waterside.  During the period ended June 30, 1999,  the Company
     also  cancelled  800,000  shares of  Common  Stock in  connection  with the
     settlement of a lawsuit against the Company's former Chairman, his wife and
     two former directors of the Company. The settlement,  entered into on April
     30,  1999,  requires  the  return to the  Company  for  cancellation  of an

                                        7
<PAGE>


     additional  100,000  shares of common  stock held in the name of two of the
     Company's  former  directors.  During  the  same  period,  pursuant  to  an
     amendment dated April 7, 1999 to that certain  Agreement and Plan of Merger
     dated April 30, 1998,  by and among the  Company,  QuickCREDIT  Corp.,  CBS
     Acquisition  Corp.,  Credit Bureau  Services,  Inc. and the Shareholders of
     Credit Bureau Services,  Inc., the Company  cancelled an additional  17,500
     shares of Common Stock at a cost to the Company of $52,500.

     On June 30, 1999, the Company entered into a Series D Convertible Preferred
     Stock Purchase  Agreement with Waterside,  pursuant to which Waterside paid
     an aggregate purchase price of $700,000 in exchange for the issuance of 700
     shares of the Company's 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,  subject to certain  vesting
     requirements,  at an exercise price of $1.15 per share until June 30, 2009,
     so long as the Series D Convertible Preferred Stock remains outstanding. On
     June 30, 1999,  the Company  also issued to  Waterside  1,500 shares of its
     Series C Preferred  Stock in exchange for the  cancelation  of  outstanding
     indebtedness  to Waterside in the amount of $1,500,000 and pursuant to that
     certain  Agreement  for  Issuance of  Preferred  Stock to be Secured  Until
     Issuance by  Promissory  Note  entered  into by and between the Company and
     Waterside on October 15, 1998.


4.   STOCK OPTION ISSUANCES

     During the period ended June 30, 1999, the Company's  shareholders voted to
     adopt the Triangle  Imaging  Group,  Inc.  1999  Incentive  Plan (the "1999
     Plan") and to reserve for issuance  thereunder  4,000,000  shares of Common
     Stock.  In  connection  with the  adoption  of the 1999 Plan,  the  Company
     terminated  the Company's  existing  stock option plans,  the 1997 Employee
     Stock  Option Plan and the 1997  Officers and  Directors  Stock Option Plan
     (the "Terminated  Option Plans"),  and all stock options granted under such
     plans.  At the time of  cancellation  of the Terminated  Option Plans there
     were 1,195,000 stock options  outstanding  under the Terminated  Plans, not
     including  2,200,000 stock options issued to the Company's  former Chairman
     and canceled  pursuant to the  settlement  agreement  referenced in Note 3,
     above.  These canceled  options had exercise  prices ranging from $.875 per
     share to $4.00 per share.  At the close of the period  ended June 30, 1999,
     after the  cancellation of the options granted under the Terminated  Option
     Plans and the  reissuance of such options under the 1999 Plan and the grant
     of new options to the officers, employees, directors and consultants to the
     Company under the 1999 Plan, there were 3,507,250 stock options outstanding
     having exercise prices ranging from $.875 per share to $4.00 per share. All
     of the stock  options  canceled  under the  Terminated  Option  Plans  were
     reissued  under the 1999 Plan and there was no change in the exercise price
     of any of the reissued options.

                                        8

<PAGE>


5.   DISCONTINUED OPERATIONS

     In September and December  1998,  the Company  decided to  discontinue  the
     operation of Trimax Systems,  Inc. and Multitask Computer  Services,  Inc.,
     respectively.  Second  Quarter 1998  results have been  restated to reflect
     these changes according to the following schedule:

<TABLE>
<CAPTION>
                                                                 3 Months Ending     6 Months Ending
                                                                   June 30,1998        June 30,1998
                                                                 ---------------     ---------------
<S>                                                                  <C>                <C>
         Revenue                                                     $2,147,910         $3,835,275
         Cost of Sales                                               $  156,953         $  432,734
         SG&A                                                        $1,521,763         $2,464,533
         Net Income                                                  $  180,693         $  451,450
         Net Income per share (Basic)                                       .02                .05
         Net Income per share (Fully Diluted)                               .01                .03
         Number of Shares used in computation (Basic)                11,810,552         10,014,357
         Number of Shares used in computation (Fully Diluted)        14,507,370         13,234,778
</TABLE>

An adjustment of $58,507 is shown separately as "Discontinued Operations."


6.   COST RECLASSIFICATION

     Certain costs that have been  historically  classified as Selling,  General
     and Administrative 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  June 30,  1998 and the Six Month  Period  Ending  June 30,  1998 to
     reflect the changes:

                               3 Months Ending                   3 Months Ending
                               June 30,1998                        June 30,1998
                               As reported     Reclassification    Reclassified
                               --------------- ----------------  ---------------

         Cost of Sales         $  156,953          $   843,899      $1,000,852
         SG&A                  $1,521,763            ($927,318)     $  594,445
         Product Development   $       --          $    83,419      $   83,419



                               6 Months Ending                   6 Months Ending
                               June 30,1998                        June 30,1998
                               As reported     Reclassification    Reclassified
                               --------------- ----------------  ---------------

         Cost of Sales         $  432,734          $ 1,113,255      $1,545,989
         SG&A                  $2,464,533          ($1,280,093)     $1,184,441
         Product Development   $       --          $   166,838      $  166,838

                                        9
<PAGE>


7.   LEGAL SETTLEMENT

     During the period ending June 30,1999, the Company cancelled 800,000 shares
     of Common stock in connection  with the settlement of a lawsuit against the
     Company's  former  Chairman,  his  wife  and two  former  directors  of the
     Company.  The settlement  also requires the  cancellation  of an additional
     100,000  shares of Common  Stock  held in the name of two of the  Company's
     former  directors.  The Company  recorded a net gain of  $212,000  from the
     cancellation of the 900,000 shares referenced above,  which gain was net of
     $468,000 in deferred payments pursuant to the settlement agreement.

                                       10
<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       Six months ended      Six months ended
                                   June 30, 1999            June 30, 1998          June 30, 1999          June 30, 1998
                                 ------------------      ------------------       ----------------      ----------------
                                         $             %          $           %          $           %          $         %
<S>                                 <C>               <C>    <C>             <C>    <C>             <C>    <C>           <C>
Net Sales                           $ 1,799,758       100%   $ 2,147,910     100%   $ 3,890,837     100%   $ 3,835,275   100%
Cost of Sales                       $   984,029        55%   $ 1,000,852      47%   $ 1,663,816      43%   $ 1,545,989    40%
Operating Expenses                  $ 1,182,344        66%   $   864,702      40%   $ 2,437,870      63%   $ 1,609,422    42%
Income from Operations              $  (366,614)      -20%   $   282,356      13%   $  (210,849)     -5%   $   679,864    18%
Interest Expense (net)              $    56,865         3%   $    43,156       2%   $   127,564       3%   $    62,908     2%
Income Before Income Taxes          $  (423,479)      -24%   $   239,200      11%   $  (338,413)     -9%   $   616,956    16%
Net Income                          $  (423,479)      -24%   $   239,200      11%   $  (338,413)     -9%   $   509,956    13%


ENGINEERED BUSINESS SYSTEMS      Three months ended      Three months ended       Six months ended      Six months ended
                                   June 30, 1999            June 30, 1998          June 30, 1999          June 30, 1998
                                 ------------------      ------------------       ----------------      ----------------
                                         $             %          $           %          $           %          $         %
<S>                                 <C>               <C>    <C>             <C>    <C>             <C>    <C>           <C>
Net Sales                           $ 1,410,739       100%   $ 1,635,518     100%   $ 3,088,738     100%   $ 3,323,882   100%
Cost of Sales                       $   695,176        49%   $   629,990      39%   $ 1,029,930      33%   $ 1,175,128    35%


QUICK CREDIT CORPORATION         Three months ended      Three months ended       Six months ended      Six months ended
                                   June 30, 1999            June 30, 1998          June 30, 1999          June 30, 1998
                                 ------------------      ------------------       ----------------      ----------------
                                         $             %          $           %          $           %          $         %
<S>                                 <C>               <C>    <C>             <C>    <C>             <C>    <C>           <C>
Net Sales                           $   389,019       100%   $   511,393     100%   $   802,100     100%   $   511,393   100%
Cost of Sales                       $   278,853        72%   $   370,861      73%   $   623,886      78%   $   370,861    73%
</TABLE>

                                                             11

<PAGE>


THREE MONTHS ENDED JUNE 30,1999 VS. THREE MONTHS ENDED JUNE 30,1998

CONSOLIDATED

Sales for the three months ended June 30, 1999 were  $1,799,758 or a decrease of
16% from the  $2,147,910  in sales for the same period ended June 30, 1998.  The
decrease  in sales is due to several  factors  including a  significant  rise in
residential  mortgage interest rates which resulted in a reduction of the volume
of credit  reports  associated  with home  mortgage  originations  and  mortgage
refinancings,  continued  consolidation  within the Company's  wholesale  credit
client base, and a resistance of clients to install new software applications in
light of Year 2000 compliance priorities. Cost of sales as a percentage of sales
increased  8%,  from 47% for the  quarter  ended  June  30,  1998 to 55% for the
quarter  ended June 30,  1999.  The increase is primarily a result of a shift in
revenue 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 53% for the second quarter of 1998 to 45% for the
second quarter of 1999.

Selling,  general and  administrative  ("SG&A")  expenses  were $891,440 for the
quarter ended June 30, 1999  representing  an increase of 51% over SG&A expenses
of $594,445 for the quarter ended June 30, 1998. This increase in SG&A is due to
the  additional   costs   associated  with  building  the  sales   organization,
administrative  infrastructure  and facilities  Development  expenses during the
quarter were  $450,280  compared  with  $83,419 or the same period in 1998.  The
Development  expense during the second quarter of 1999 was primarily  associated
with the  development  by the Company of two new products in  connection  with a
contract  for the  marketing  and resale of such  products  entered into with an
Atlanta,  Georgia-based  company that specializes in the nationwide marketing of
products to bank credit card holders.

Non-cash imputed compensation  decreased by $39,345 from $49,640 for the quarter
ended June 30, 1998 to $10,295 for the quarter  ended June 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 which requires  periodic
payments to him and/or his spouse. See Part II "Legal Proceedings."

Amortization  of goodwill  was $42,329 for the three  months ended June 30, 1999
compared  to $44,505 for the three  months  ended June 30,  1998,  a decrease of
$2,176.  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.

A gain in the amount of  $212,000  was  recognized  in the  quarter  ending June
30,1999  based  on the  settlement  of the  lawsuit  with the  Company's  former
Chairman and Chief Executive Officer. See Part II "Legal Proceedings."

The loss from operations for the quarter ended June 30, 1999 was $366,614, which
represents a difference of $741,663 from the income from  operations of $375,049
for the quarter ended June 30, 1998 for the reasons stated above. Net income was
($423,479)  for the three months  ended June 30, 1999,  compared to $239,200 for
the same period in 1998.  The  comparative  difference of $662,679 was less than
the  comparative  loss  from  operations  primarily  because  of a  1998  charge
associated  with the QCC  acquisitions  offset by a gain  from the  discontinued
Trimax Systems, Inc.
operation.

                                       12
<PAGE>


ENGINEERED BUSINESS SYSTEMS, INC.

Sales for  Engineered  Business  Systems  accounted for $1,410,739 or 78% of the
Company's  total  revenue  for the  quarter  ended  June 30,  1999  compared  to
$1,635,518 or 76% of the Company's  total revenue for the quarter ended June 30,
1998. The revenue decrease was a result of the continued  decline of the revenue
generated from the CRIS product line due to the continued  consolidation  of the
CRIS client  base.  Higher  interest  rates which have caused a reduction in the
residential  mortgage  refinancing  market  have  accelerated  the  pace of this
decline.  Management  believes  that certain  product  enhancements  that are in
development  will better  position our 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") (41%), outsourcing services (45%), software sales (11%) and consulting
services (2%).  The  comparable  revenue mix for the quarter ended June 30, 1998
was Recurring Revenue (50%),  outsourcing services (28%),  software sales (14%),
Hardware  (4%),  and  consulting  services  (4%).  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 39% for
the  quarter  ended June 30, 1998 to 49% for the  quarter  ended June 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 June 30, 1999 was 51% compared to
61% for the quarter ended June 30, 1998

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 June 30, 1999 were $389,019  compared
to $511,393 for the same period in 1998.  The 24% decline in revenue from period
to period was primarily  due to the increase in  residential  mortgage  interest
rates which resulted in a reduction of the volume of credit  reports  associated
with home  mortgage  originations  and  mortgage  refinancings  during  the 1999
period.  Another factor that management believes contributed to the reduction in
revenue was the business  disruption  attendant to the consolidation of the Fort
Lauderdale,  Florida credit bureau operations into QCC's  Jacksonville,  Florida
credit bureau  operations.  Management  anticipates that the consolidation  will
eliminate  redundant  operational  costs and expenses  resulting in an estimated
future cost savings of approximately $250,000 per year. Cost of sales during the
second  quarter of 1999 was  $278,853,  25% lower than cost of sales of $370,861
that was recorded  during the same period in 1998.  Gross profit as a percentage
of revenues was 28% for the three months ended June 30, 1999 compared to 27% for
the three month period  ending June 30,  1998.  Management  believes  that gross
profit as a percentage  of revenue  will improve as a result of the  anticipated
cost savings from the consolidation.

                                       13
<PAGE>


SIX MONTHS ENDED JUNE 30,1999 VS. SIX MONTHS ENDED JUNE 30,1998

CONSOLIDATED

Sales for the six months  ended June  30,1999  were  3,890,837 or 1% higher than
sales of $3,835,275  for the six month period ended June 30, 1998.  The increase
in  sales  was  primarily  due to  the  additional  revenue  produced  from  the
acquisition of three credit service bureaus by QuickCREDIT Corp., a wholly-owned
subsidiary of the Company ("QCC), during the second quarter of 1998 which offset
decreasing  wholesale credit revenue from the CRIS client base. Cost of sales as
a percentage of sales increased 3% or $117,827 for the six months ended June 30,
1999 from  $1,545,989  to  $1,663,816.  The reason for the increase in cost as a
percentage  of  revenue  was  the   replacement  of  the  more  profitable  CRIS
transactional business with lower margin outsourcing and Quick Credit services.

SG&A for the six months ended June 30,1999 was $2,044,896 compared to $1,184,441
for the same period in 1998.  The increase  was due to the  expenses  associated
with the addition to the sales and  administrative  organizations as well as the
relocation of the corporate offices.  Research and Development for the six month
period  ended June 30, 1999 was  $512,917  compared to $166,838  during the same
period in 1998.  The reason for the increase was primarily  associated  with the
development by the Company of two new products in connection with a contract for
the  marketing  and  resale  of such  products  entered  into  with an  Atlanta,
Georgia-based  company that specializes in the nationwide  marketing of products
to bank credit card holders.

Non-cash  imputed  compensation  decreased  by $78,690  from $99,280 for the six
months ended June 30, 1998 to $20,590 for the six months ended June 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 $71,467 for the six month  period  ended June 30,
1999  compared  to $66,170  for the six month  period  ended June 30,  1998,  an
increase of $5,297.  The increase in the amortization of goodwill is a result of
six months of goodwill  amortization  associated  with the  acquisition of Quick
Credit Corporation versus three months of goodwill  amortization during the same
period in 1998.

The loss  from  operations  for the six month  period  ended  June 30,  1999 was
$210,849,  which  represents  a  difference  of  $983,406  from the income  from
operations  of $772,557 for the six months  ended June 30, 1998.  Net income was
($338,413)  for the six month period  ended June 30, 1999,  compared to $509,956
for the same period in 1998 for the reasons stated above.

ENGINEERED BUSINESS SYSTEMS, INC.

Sales for  Engineered  Business  Systems  accounted for $3,088,738 or 79% of the
Company's  total  revenue for six month period  ended June 30, 1999  compared to
$3,323,882 or 86% of the Company's  total revenue for the same period ended June
30, 1998. The revenue  decrease of $235,144 or 7%, was a result of the continued
decline of the revenue generated from the CRIS product line due to the continued
consolidation of the CRIS client base. Higher interest rates which have caused a
reduction in the residential  mortgage  refinancing  market have accelerated the
pace of this decline. Management believes that certain product enhancements that
are in  development  will  better  position  our  products to reduce the rate of
decline of this revenue stream.

The revenue mix for the six month  period  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 (40%), software sales (16%),
hardware (2%) and consulting  services (5%). The comparable  revenue mix for the

                                       14
<PAGE>


six month period ended June 30, 1998 was Recurring  Revenue  (49%),  outsourcing
services  (30%),  software sales (16%),  Hardware (2%), and consulting  services
(3%).  Sales of the  DESC  product  and  continued  growth  of  outsourcing  and
consulting  services 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  decreased  from 35% for the six month
period  ended  June 30,  1998 to 33% for the same  period  ended  June 30,  1999
resulting in better gross margins for the comparable period. Management believes
that this is due to improved  gross  margins on software  sales and  outsourcing
services.

QUICKCREDIT CORP.

Total  revenues  for the six month  period  ended  June 30,  1999 were  $802,100
compared to $511,393 for the same period in 1998. The increase of $290,707 was a
result of six months of  revenue  during  1999  versus  three  months of revenue
during the same period in 1998.

Cost of sales  during the six month  period  ended June 30, 1999 were  $623,886,
compared to $370,861  during the same period in 1998.  The  increase of $253,025
was a result of six months of revenue during 1999 versus three months of revenue
during the same period in 1998. Gross profit as a percentage of revenues was 22%
for the six month period  ended June 30, 1999  compared to 27% for the six month
period  ended  June  30,  1998.  Management  believes  that  Gross  profit  as a
percentage of revenue will improve as a result of anticipated  cost savings from
the consolidation of the Fort Lauderdale,  Florida credit bureau operations into
QCC's  Jacksonville,  Florida credit bureau operations.  Management  anticipates
that the consolidation will eliminate  redundant  operational costs and expenses
resulting in an  estimated  future cost  savings of  approximately  $250,000 per
year.

STOCKHOLDERS' AGREEMENT

As of April 16,  1999,  shareholders  of the  Company  beneficially  holding  an
aggregate of 6,368,454  shares of Common Stock,  or 45.8% of the total number of
shares then outstanding, entered into a Stockholders Agreement pursuant to which
the participating  shareholders  (the  "Participating  Shareholders")  agreed to
certain   matters   pertaining  to  the   governance  of  the  Company  and  the
circumstances under which the shares held by the Participating  Shareholders may
be sold or  transferred.  The  Participating  Shareholders  agreed,  among other
things, that (i) at any annual or special meeting of stockholders called for the
purpose of voting on the  election  of  directors,  or by  consensual  action of
stockholders  with  respect to the  election  of  directors,  the  Participating
Shareholders  will vote the shares of the Company's Common Stock held thereby in
favor of the  directors  nominated by Harold S.  Fischer,  the  Company's  Chief
Executive  Officer  and  President,   and  (ii)  except  for  certain  permitted
transfers,  each  Participating  Shareholder will not sell or transfer shares of
the Company's  Common Stock held thereby  without first granting the Company and
then the other Participating  Shareholders with a right of first offer. Although
the Company is not a party to the  Stockholders  Agreement,  certain  members of
management are  Participating  Shareholders,  including  Harold S. Fischer,  the
Company's Chief Executive Officer and President.

VOTING AGREEMENT INCIDENT TO SETTLEMENT

On April 30, 1999,  the Company  entered into a  settlement  agreement  with the
Company's  former  Chairman,  his wife and two former  directors of the Company.
Among  the  terms of the  settlement  was the  grant to the  Company's  Board of
Directors  of the  right to vote for a period of two (2)  years  from  April 30,
1999, subject to certain  limitations,  all shares of the Company's Common Stock
owned by such individuals,  currently believed by the Company to be in excess of
three million shares,  in accordance with the majority vote of the other holders
of the Company's Common Stock.

                                       15
<PAGE>


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  continuing  operations may be sufficient to cover
its working capital  requirements,  but additional financing will be required to
fund  planned  expansion,  research  and  development  and any  working  capital
shortfall.  The Company has received a commitment to enter into a loan agreement
that the Company expects to close during the third quarter of 1999.

Management  estimates the future  spending for capital  expenditures  during the
remainder  of the 1999 fiscal year will be  approximately  $300,000 and believes
that the current and future cash flows from  continuing  operations and proceeds
from  debt  and  equity  financing  will  be  sufficient  to fund  such  capital
expenditures.

During the three month period ended June 30, 1999,  the Company  issued  528,000
shares of common  stock for a total value of $528,000  and issued an  additional
45,000 shares of Common Stock in lieu of a cash payment to a former principal of
one of the acquired credit  bureaus.  In addition,  during the same period,  the
Company issued to Waterside (i) 500,000 shares of Common Stock upon the exercise
of a stock purchase  warrant,  at an exercise price of $.05 per share, for total
consideration to the Company of $25,000, (ii) 1,500 shares of Series C Preferred
Stock in consideration  for the cancellation of indebtedness owed by the Company
to  Waterside  in the  amount of  $1,500,000  and  (iii) 700  shares of Series D
Redeemable  Convertible Preferred Stock in exchange for a cash purchase price of
$700,000. See Part II "Changes in Securities and Use of Proceeds."

At June 30, 1999 the Company had working  capital of  ($446,711)  as compared to
working capital of $1,179,793 at June 30,1998.  The reduction in working capital
is primarily  due to an increase in Current  Liabilities  of which the following
represent the significant  additions:  (i) $157,000 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 1999, and (iv) an accrued expense to
reserve  for  additional  costs  associated  with the  change of  control of the
Company in the amount $418,827.

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.

                                       16
<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 by in excess of 25 of the Company's  shareholders
some of whom  are  officers  and  employees  of the  Company  (the  "Shareholder
Litigation").  The Shareholder Litigation alleged, among other things,  breaches
of fiduciary duty,  self-dealing,  stock manipulation and insider trading by Mr.
Bellezza,  the  Company's  former  Chief  Executive  Officer and Chairman of the
Board.  The lawsuit  further  alleged certain claims against Judith Bellezza for
her alleged participation in Mr. Bellezza's complained of activities, as well as
claims  against  Franz  Fideli and Peter  Bellezza  arising  from the failure to
discharge their fiduciary duties as directors of the Company when presented with
the allegations against Mr. Bellezza and Judith Bellezza.

On April 30, 1999, the Company attended a court ordered 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  Directo+rs  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  3,000,000  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 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  but has not yet received the
remaining   100,000  shares  of  Common  Stock  required  to  be  delivered  for
cancellation by Peter Bellezza and Franz Fideli.

In addition to the foregoing,  in January 1999,  Waterside  Capital  Corporation
("Waterside")  filed a lawsuit against the Company (the "Waterside  Litigation")
in the United States District Court for the Eastern District of Virginia,  Civil
Action No. 2:98 cv 1468,  based upon  alleged  defaults  by the Company  under a
promissory note in the original  principal  amount of $1,500,000,  dated October
15, 1998,  and alleged  breaches of contract  under certain  related  investment
agreements.  The Company and Waterside  reached a settlement  of the  litigation
pursuant  to  which  the  Company  re-priced  certain  stock  purchase  warrants
previously  granted  to  Waterside  at the time of the  closing  of  Waterside's
investment in the Company. Pursuant to the settlement, the exercise price of the
warrants  was reduced  from the range of $2.15 per share to $3.00 per share down
to $.05 per share.  In exchange for the  re-pricing of the  warrants,  Waterside
dismissed  the  Waterside  Litigation  and delivered to the Company a contingent
general release.  The release provides that Waterside may not refile the lawsuit
with the same  claims  set  forth in the  Waterside  Litigation  unless  certain
members of management  and/or  members of the Company's  Board fail to remain in
such  positions  through the date of the second annual  meeting of  shareholders
held after the date of the settlement.

                                       17

<PAGE>


In May 1999,  the  Company was sued in the  Circuit  Court of the 17th  Judicial
Circuit  in  and  for  Broward   County,   Florida,   by  Quest   Communications
International,  Inc.  ("Quest"),  allegedly  a former  long  distance  telephone
service provider to the Company,  for in excess of $34,000 allegedly past due on
an open account.  The Company has denied any liability to Quest and is defending
the lawsuit.  The Company does not  consider  the amount in  controversy  or the
disputed  matters to be material to the success of the Company's  business or to
its financial position.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

In April 1999,  the Company  issued  200,000  shares of Company  common stock to
certain  individual  accredited  investors  for an aggregate  purchase  price of
$200,000 pursuant to Section 4(2) of the Securities Act of 1933 (the "Act").

In June 1999,  the Company  issued  328,000  shares of Company  common  stock to
certain  individual  accredited  investors  for an aggregate  purchase  price of
$328,000 pursuant to Section 4(2) of the Securities Act of 1933 (the "Act").

During the period ended June 30, 1999, the Company issued an additional  500,000
shares of Common Stock incident to the exercise of stock purchase  warrants held
by Waterside.  The total proceeds to the Company from such warrant  exercise was
$25,000,  or $.05 per share,  which exercise price was reduced from the original
exercise  price of between  $2.15 and $3.00 per share in  consideration  for the
settlement  of a lawsuit  filed  against the Company by  Waterside.  See Part II
"Legal  Proceedings."  During the same period the Company also cancelled 800,000
shares of common stock in connection  with the  settlement of a lawsuit  against
the Company's former Chairman,  his wife and two former directors of the Company
entered  into on  April  30,  1999.  The  settlement  requires  the  return  for
cancellation of an additional  100,000 shares of Common Stock,  held in the name
of two of the Company's former  directors,  which have not yet been delivered to
the Company. See Part II "Legal Proceedings."

On June 30,  1999,  the Company  entered into a Series D  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 the Company's Series D Redeemable  Convertible
Preferred Stock and a stock purchase  warrant.  See the Company's Current Report
on Form 8-K  filed  July 15,  1999.  On the same  date  the  Company  issued  to
Waterside  1,500  shares of its Series C  Preferred  Stock in  exchange  for the
cancellation  of  outstanding   indebtedness  to  Waterside  in  the  amount  of
$1,500,000. See the Company's Current Report on Form 8-K, filed July 15, 1999.

In April 1999 the Company and each of the former  shareholders  of Credit Bureau
Services,  Inc.  (the "CBS  Shareholders")  entered into an amendment  (the "CBS
Amendment")  to that  certain  Agreement  and Plan of Merger  (the  "CBS  Merger
Agreement") by and among the Company,  QuickCREDIT Corp., CBS Acquisition Corp.,
Credit Bureau Services, Inc. and the CBS Shareholders, dated April 30, 1998. The
CBS Merger  Agreement  contains a provision  granting the CBS  Shareholders  the
right to require  the Company to  repurchase,  after April 30, 1999 and upon the
occurrence of certain  triggering  events, at the CBS  Shareholders'  option and
upon their demand,  the 245,000 shares of Common Stock issued in the merger (the
"CBS  Merger  Shares")  at a  repurchase  price of $3.00  per  share  (the  "Put
Option").  The  CBS  Amendment,   among  other  things,  recasts  the  Company's
obligations  under the Put Option to require  that the  Company  (i)  repurchase
17,500  CBS  Merger  Shares  from the CBS  Shareholders  on each of May 3, 1999,
August 2, 1999, November 1, 1999 and February 1, 2000 (for an aggregate total of
70,000  repurchased  CBS  Merger  Shares)  and  (ii)  repurchase,  upon  the CBS

                                       18
<PAGE>


Shareholders'  demand,  all or any portion of the  remaining  175,000 CBS Merger
Shares  at any time  from  May 1,  2000 to  April  30,  2001.  The  Company  has
repurchased  an  aggregate of 35,000 CBS Merger  Shares,  at a total cost to the
Company  of  $105,000,  satisfying  the  Company's  May  1999  and  August  1999
obligations pursuant to the CBS Amendment.

The  Company  and  the  former  shareholder  of EJG  Services,  Inc.  (the  "EJG
Shareholder")  entered into an amendment  (the "EJG  Amendment") to that certain
Agreement  and Plan of Merger  (the  "EJG  Merger  Agreement")  by and among the
Company,  QuickCREDIT Corp., EJG Acquisition  Corp., EJG Services,  Inc. and the
EJG  Shareholder,  dated May 22,  1998.  The EJG  Merger  Agreement  contains  a
provision  granting  the EJG  Shareholder  the right to require  the  Company to
repurchase,  after May 22, 1999 and upon the  occurrence  of certain  triggering
events, at the EJG Shareholder's  option and upon his demand, the 200,000 shares
of Common Stock  issued in the merger (the "EJG Merger  Shares") at a repurchase
price of $3.00 per share (the "Put  Option").  The EJG  Amendment,  among  other
things,  changes the period  during  which the EJG  Shareholder  may require the
Company to repurchase  the EJG Merger Shares from the one year period  beginning
May 22, 1999 and ending May 21, 2000 to the one year period beginning January 1,
2001 and ending January 1, 2002.


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

         On May 27, 1999,  the Company held its Annual  Meeting of  Stockholders
where the stockholders of the Company approved the following proposals:

         (a) ELECTION OF DIRECTORS. The following individuals were reelected for
a term of one (1)  year to the  Company's  Board of  Directors:  (i)  Harold  S.
Fischer  (9,553,244 votes for;  113,145 votes  withheld);  (ii) J. Alan Lindauer
(9,553,168  votes for;  113,221  votes  withheld);  and (iii) Charles D. Winslow
(9,553,244 votes for; 113,145 votes withheld).

         (b) 1999  INCENTIVE  PLAN.  The Company's 1999  Incentive Plan covering
4,000,000 shares of Common Stock was approved by the stockholders of the Company
(8,187,453 votes for; 152,942 votes against; and 10,636 votes abstained).

         (c) AMENDMENT OF THE COMPANY'S  ARTICLES OF INCORPORATION.  In order to
(i) change the  Company's  name to "@ebs,  inc.," and (ii) 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,  an
amendment  to the  Company's  Articles  of  Incorporation  was  approved  by the
stockholders  of the Company  (7,756,081votes  for;  588,627 votes against;  and
11,323 votes abstained).

         (d) REINCORPORATION  IN THE  STATE OF  DELAWARE.  In order to  effect a
reincorporation of the Company in the State of Delaware, a merger of the Company
with  and  into  a  wholly-owned   Delaware   subsidiary  was  approved  by  the
stockholders of the Company  (8,225,220  votes for;  115,959 votes against;  and
9,852 votes abstained).

         (e) RATIFICATION  OF CERTAIN  PRIOR  CHANGES TO THE  COMPANY'S  CAPITAL
STRUCTURE. The stockholders of the Company approved certain prior changes to the
Company's  capital  structure.(7,782,798  votes for; 559,870 votes against;  and
13,363 votes abstained).

See the  Company's  Schedule  14A  Definitive  Proxy  Statement  filed  with the
Securities and Exchange Commission on April 30, 1999.

                                       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 filed April 15, 1999, Item 5

     Current Report on Form 8-K filed May 4, 1999, Item 5

     Current Report on Form 8-K filed June 4, 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.


                                   @ebs, inc.



Dated: August 18, 1999             By: /s/  HAROLD S. FISCHER
                                       ----------------------------------------
                                            Harold S. Fischer, President, Chief
                                            Executive Officer and Director