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

                                 AMENDMENT NO.1
                                       TO
                                   FORM 10-QSB


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

         For the three-month period ended October 31, 2000

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


                         Commission File Number 0-23903


                              eAUTOCLAIMS.COM, INC.
                              ---------------------
               (Exact name of registrant as specified in charter)



           Nevada                                     95-4583945
           ------                                     ----------
(State or other jurisdiction                         (IRS Employer
 of incorporation or organization)                 Identification No.)


2708 Alt. 19 N., Suite 604, Palm Harbor, Florida                      34683
------------------------------------------------                      -----
    (Address of principal executive offices)                        (Zip Code)



     Registrant's telephone Number, including area code: (727) 781-0414

Securities registered pursuant to Section 12(b) of the Exchange Act: None

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

                  [ X ] Yes  [   ] No

     The number of shares  outstanding of the Issuer's  Common Stock,  $.001 Par
Value, as of October 31, 2000 was 11,158,096.

     Transitional Small Business Disclosure Format:

                  [   ] Yes  [ X ] No


                         TRANSFORMATION PROCESSING, INC.
                         -------------------------------
          (Former name or former address, if changed since last report)


<PAGE>




                                        EAUTOCLAIMS.COM, INC. AND SUBSIDIARIES


                                                          INDEX TO FORM 10-QSB
-------------------------------------------------------------------------------





                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements                                 2

   Balance Sheets                                                          3
   Statement of Operations                                                 4
   Statement of Cash Flows                                                 5
   Notes to Consolidated Financial Statements                            6 - 8

Item 2.  Management's Discussion and Analysis of
 Financial Condition and Results of Operations                             9

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings                                                12

Item 2.  Changes in Securities                                            12

Item 5.  Other Information                                                12

Item 6.  Exhibits and Reports on Form 8-K                                 13

Signatures                                                                14


                                       1
<PAGE>






                     EAUTOCLAIMS.COM, INC. AND SUBSIDIARIES

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS.

          The consolidated  financial  statements of  eAutoclaims.com,  Inc. and
Subsidiaries (collectively the "Company") included herein were prepared, without
audit,  pursuant  to  rules  and  regulations  of the  Securities  and  Exchange
Commission. Because certain information and notes normally included in financial
statements prepared in accordance with generally accepted accounting  principles
were  condensed  or  omitted  pursuant  to such  rules  and  regulations,  these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the audited financial statements of the Company as
included in the Company's Form 10-KSB for the year ended July 31, 2000.

                                       2
<PAGE>
<TABLE>
<CAPTION>

                                                                                          EAUTOCLAIMS.COM, INC. AND SUBSIDIARIES

                                                                                                     CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------------------------------------------------------------
                                                                                 October 31, 2000       July 31, 2000
                                                                                    (unaudited)
<S>                                                                             <C>                  <C>
ASSETS

Current Assets:
  Cash and cash equivalents                                                        $    243,952         $    239,979
  Accounts receivable, less allowance for doubtful accounts
   of $60,000 and $30,000, respectively                                                 791,047              578,729
  Due from related parties                                                              131,618              182,684
  Prepaid expenses and other current assets                                             114,816               81,686
------------------------------------------------------------------------------------------------------------------------------------
      Total current assets                                                            1,281,433            1,083,078

Property and Equipment, net of accumulated depreciation
 of $87,040 and $55,731, respectively                                                   361,680              285,212

Goodwill, net of accumulated amortization
 of $66,792 and $7,019, respectively                                                  1,486,859            1,534,633

Other Assets                                                                             13,840               11,661

Deferred Income Tax Asset, net of valuation
 allowance of $1,485,000 and $1,121,000, respectively                                         -                    -
------------------------------------------------------------------------------------------------------------------------------------
      Total Assets                                                                  $ 3,143,812          $ 2,914,584
====================================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable and accrued expenses                                            $ 1,242,468         $    778,265
   Advances for the issuance of preferred stock                                               -              500,000
   Common stock to be issued for acquisition                                                  -            1,200,000
   Loans payable - stockholders                                                         231,145              218,365
------------------------------------------------------------------------------------------------------------------------------------
      Total current liabilities                                                       1,473,613            2,696,630

Loans Payable - stockholders, net of current maturities                                  26,655               66,635
------------------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                                               1,500,268            2,763,265
------------------------------------------------------------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Equity:
  Convertible  preferred stock - $.001 par value;  authorized  5,000,000 shares,
    issued and outstanding 260 and -0- shares, respectively,
    aggregate liquidation preference of $1,300,000                                            1                    -
  Common stock - $.001 par value; authorized 50,000,000 shares, issued
   and outstanding 11,158,096  and 10,790,367 shares, respectively                       11,158               10,790
  Additional paid-in capital                                                          7,630,730            3,216,286
  Accumulated deficit                                                               (5,998,345)          (3,075,757)
------------------------------------------------------------------------------------------------------------------------------------
      Stockholders' equity                                                            1,643,544              151,319
------------------------------------------------------------------------------------------------------------------------------------
      Total Liabilities and Stockholders' Equity                                    $ 3,143,812         $  2,914,584
====================================================================================================================================
</TABLE>


See Notes to Consolidated Financial Statements

                                        3
<PAGE>

                                         EAUTOCLAIMS.COM, INC. AND SUBSIDIARIES

                                           CONSOLIDATED STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
For the three-month period ended October 31, 2000                   (unaudited)
--------------------------------------------------------------------------------

Revenue:
  Collision repairs management                                    $  1,311,896
  Glass repairs                                                        543,682
  Fleet repairs management                                             234,924
  Other repairs and fees                                               128,765
--------------------------------------------------------------------------------
Total revenue                                                        2,219,267
--------------------------------------------------------------------------------

Expenses:
  Claims processing                                                  1,769,742
  Selling, general and administrative                                1,348,496
  Depreciation and amortization                                         91,082
--------------------------------------------------------------------------------
Total expenses                                                       3,209,320
--------------------------------------------------------------------------------
Net loss                                                          $   (990,053)
================================================================================

Loss per common share - basic and diluted                         $      (0.26)
================================================================================

Weighted-average number of common shares
 outstanding - basic and diluted                                    11,133,179
================================================================================

See Notes to Consolidated Financial Statements

                                        4

<PAGE>

<TABLE>
<CAPTION>


                                                                EAUTOCLAIMS.COM, INC. AND SUBSIDIARIES

                                                                  CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------------------------------
For the three-month period ended October 31, 2000                                          (unaudited)
--------------------------------------------------------------------------------------------------------

<S>                                                                           <C>
Cash flows from operating activities:
  Net loss                                                                                 $(990,053)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                             91,082
    Common stock issued for services                                                          98,420
    Common stock to be issued for services                                                    28,240
    Allowance for doubtful accounts                                                           30,000
    Changes in operating assets and liabilities:
      Increase in accounts receivable                                                       (242,318)
      Decrease in due from related parties                                                    51,066
      Increase in prepaid expenses and other current assets                                  (33,130)
      Increase in other assets                                                                (2,179)
      Increase in accounts payable and accrued expenses                                      447,598
---------------------------------------------------------------------------------------------------------
          Net cash used in operating activities                                             (521,274)
---------------------------------------------------------------------------------------------------------

Cash flows used in investing activity:
    Purchases of property and equipment                                                     (107,777)
---------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
  Issuance of compensatory stock options                                                         280
  Net proceeds from issuance of preferred stock                                              659,944
  Principal payments on stockholder loans                                                    (27,200)
---------------------------------------------------------------------------------------------------------
          Net cash provided by financing activities                                          633,024
---------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                                      3,973

Cash and cash equivalents at beginning of period                                             239,979
---------------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                                              $    243,952
=========================================================================================================


Supplemental disclosure of cash flow information:

  Cash paid during the period for interest                                              $      2,394
=========================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements

                                        5
<PAGE>
                                          EAUTOCLAIMS.COM, INC. AND SUBSIDIARIES

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

Note 1 - Basis of presentation
------------------------------

The accompanying  consolidated  financial  statements  reflect the operations of
eAutoclaims.com  and its wholly owned  Subsidiaries  for the three-month  period
ended October 31, 2000.  eAutoclaims.com,  Inc. and  Transformation  Processing,
Inc.  completed a reverse merger on May 25, 2000.  Prior to the reverse  merger,
Transformation  Processing,  Inc.  had  ceased  operations.  The  Company  began
operations on December 7, 1999.

The  accompanying   unaudited  consolidated  financial  statements  contain  all
adjustments (consisting only of those of a normal recurring nature) necessary to
present fairly the financial  position of the Company as of October 31, 2000 and
its results of operations  and its cash flows for the  three-month  period ended
October 31, 2000. Results of operations for the three-month period ended October
31, 2000 are not necessarily  indicative of the results that may be expected for
the year ending July 31, 2001.

Note 2 - Per share calculations
-------------------------------

Basic loss per share is  computed  as net loss  divided by the  weighted-average
number of common  shares  outstanding  for the  period.  Diluted  loss per share
reflects the potential  dilution  that could occur from common  shares  issuable
through  stock-based  compensation  including  stock options,  restricted  stock
awards, warrants and other convertible securities.  Potential common shares have
not  been  included  in  diluted  loss  per  share  since  the  effect  would be
anti-dilutive.  The calculation of basic and diluted loss per common share is as
follows:

Net loss                                                              (990,053)

Less: Preferred stock dividends                                        (16,153)
         Deduction related to Series A convertible
           preferred stock                                          (1,916,382)
                                                       ------------------------

Net loss applicable to common stock                               $ (2,922,588)
                                                       ========================

Basic and diluted:

Weighted average number of common shares outstanding                11,133,179
                                                       ========================

Basic and diluted loss per common share                                $ (0.26)
                                                       ========================

Note 3 - Equity Transactions
----------------------------

As of July 31, 2000,  the Company had not issued any shares of  preferred  stock
but had received  $500,000 in cash toward shares of preferred stock.  During the
three-month  period ended October 31, 2000,  the Company  received an additional
$659,944  in cash that was net of  $140,056  of  offering  costs and  issued 260
shares of preferred stock.

In connection  with the issuance of  convertible  preferred  stock,  the Company
issued  warrants to purchase  463,922  shares of common stock.  The warrants are

                                       6
<PAGE>
                                          EAUTOCLAIMS.COM, INC. AND SUBSIDIARIES

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

exercisable  at prices  ranging from $3.00 to $4.50 per share,  are  exercisable
upon  issuance,  and  expire  in  five  years.  The  fair  value  of  $1,157,987
attributable  to the  warrants has been  treated as a cost  associated  with the
issuance  of the  convertible  preferred  stock,  and has  been  recorded  as an
increase to  accumulated  deficit and an increase in the net loss  available  to
common shareholders.

On the  date of  issuance  of the  convertible  preferred  stock,  a  beneficial
conversion feature of the convertible stock existed represented by the intrinsic
value of that feature.  That amount is calculated as the difference  between the
conversion price and the fair value of the common stock into which the preferred
stock is  convertible,  multiplied  by the  number  of  shares  into  which  the
preferred stock is convertible.  This amount has been recorded as an increase to
accumulated  deficit  and an  increase  in the  net  loss  available  to  common
shareholders.  The aggregate  amount  attributable to the beneficial  conversion
feature is $618,339.

During the  three-month  period ended October 31, 2000, the company issued 2,372
shares of restricted  common stock on the acquisition of  SalvageConnection.com,
Inc.  These  shares were valued at the fair market value at the date of issuance
that totaled $12,000.

During the  three-month  period ended October 31, 2000, the Company entered into
agreements  with three  consultants  to provide  services to the Company.  These
consultants will receive cash and approximately  116,000 shares of the Company's
common stock for these services.  The Company will record a charge to operations
when the services are performed  based on the fair market value of the shares of
common  stock  on the date in which  the  services  are  performed.  During  the
three-month period ended October 31, 2000,  approximately $98,000 was charged to
operations as a result of these  agreements.  At October 31, 2000, 45,357 common
shares have been earned.

During the  three-month  period ended  October 31, 2000,  the Company  agreed to
issue 50,000 shares of common stock in exchange for $100,000 of legal  services.
As of October 31, 2000, $28,240 in legal services has been invoiced.  At October
31, 2000, 14,120 common shares have been earned.

During the three-month period ended October 31, 2000, the Company issued options
to employees to purchase  187,000 shares of common stock. The exercise prices of
the options are equal to or greater than the fair market value of the  Company's
common stock on the date of each grant.

Note 4 - Acquisitions
---------------------

On  August  1,  2000,   the  Company   acquired   the   outstanding   shares  of
SalvageConnection.com,  Inc.  for the  issuance  of 2,372  shares of  restricted
common  stock.  These shares were valued at the fair market value at the date of
issuance  that  totaled  $12,000.  SalvageConnection.com  is  an  Internet-based
procurement   network  for  recycled  and   remanufactured   automobile   parts.
SalvageConnection.com  was  incorporated  in  December  1999 had no  significant
assets  and  liabilities  and  has  not had  any  substantial  operations  since
incorporation.  The  acquisition  has been  accounted for as a purchase with the
entire consideration recorded as goodwill, to be amortized over 7 years.

Note 5 - Additional information
-------------------------------

The Company's  records and the records of its transfer agent differ with respect
to the number of outstanding shares of the Company's common stock.  According to
the  transfer  agent,  the  number  of shares of  common  stock  outstanding  is
approximately  31,500  shares  greater  than  the  11,158,096  indicated  by the
Company's  records.  The Company believes that its records are correct and is in
the  process of  resolving  this  difference.  The number of shares  outstanding
reflected in the Company's  financial  statements do not include these shares or
any adjustment which might be necessary to resolve this difference.

                                       7
<PAGE>
                                          EAUTOCLAIMS.COM, INC. AND SUBSIDIARIES

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

Note 6 - Subsequent Events
--------------------------

In December 2000,  the Company issued 60 shares of preferred  stock for $270,000
in cash that was net of  $30,000  of  offering  costs.  In  connection  with the
preferred  stock,  warrants to purchase  128,023  shares of common  stock of the
Company  were issued.  These  warrants are  exercisable  at prices  ranging from
$1.4625 to $4.50 per share,  are exercisable  upon issuance,  and expire in five
years.

                                       8
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The  statements  contained  in this Report on Form  10-QSB,  that are not purely
historical, are forward-looking information and statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934.  These  include  statements  regarding  our  expectations,
intentions,   or  strategies   regarding  future  matters.  All  forward-looking
statements included in this document are based on information available to us on
the date hereof.  It is important to note that our actual  results  could differ
materially from those projected in such forward-looking  statements contained in
this Form 10-QSB. The forward-looking  statements  contained herein are based on
current expectations that involve numerous risks and uncertainties.  Assumptions
relating to the foregoing involve judgments  regarding,  among other things, our
ability to secure  financing  or  investment  for capital  expenditures,  future
economic and competitive market conditions,  and future business decisions.  All
these  matters are difficult or  impossible  to predict  accurately  and many of
which may be beyond our control.  Although  the we believe that the  assumptions
underlying our forward-looking statements are reasonable, any of the assumptions
could  be  inaccurate  and,  therefore,  there  can  be no  assurance  that  the
forward-looking  statements  included  in this  form  10-QSB  will  prove  to be
accurate.


GENERAL

eAutoclaims.com,  Inc.  ("eAutoclaims.com",  the  "Company"  or  "we")  provides
Internet based collision claims administration services for automobile insurance
companies and corporate  automobile  fleet management  companies.  We provide an
infrastructure that links automobile  insurance companies and self-insured fleet
owners with thousands of collision repair shops and support  facilities  located
throughout  the  United  States.  Our  services  provide  our  customers  with a
cost-effective  means of monitoring repairs and controlling expenses incurred in
the process of evaluating and paying  collision  claims.  We derive our revenues
from  administrative  fees paid by our  customers  and by sharing  in  discounts
received by our  customers  from parts and  service  providers  when  processing
collision work through our system.

Our  business  model is  similar  to that of  health  maintenance  organizations
("HMO's") and preferred provider organizations  ("PPO's").  HMO's and PPO's seek
to control  the cost of medical  services by  bringing  the various  health care
providers,  such as doctors and  hospitals,  together in a single  organization,
thereby  exerting control over the costs of services paid for by the HMO or PPO.
eAutoclaims.com  controls the vehicle  repair  process from the reporting of the
accident  through  the  satisfactory  repair of damage.  We bring  together  and
coordinate the activities of the insurance company, its insured, and the various
parties  involved  in  evaluating  a claim,  negotiating  the cost of parts  and
services,  and performing necessary repair services.  We monitor the performance
of parts and  service  providers  to help assure  that the  expectations  of the
insurance  company for quality,  timeliness and cost are being met. As HMO's and
PPO's have relationships with many providers, we have established  relationships
with  approximately  2,000 body shops and over 4,000 glass shops  throughout the
United States.  Because of these relationships,  we are typically able to obtain
lower cost parts and services for insurance companies and increase the volume of
work for repair shops that are part of our preferred provider network.


RESULTS OF OPERATIONS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2000

The accompanying  consolidated  financial  statements  reflect the operations of
eAutoclaims.com  and its wholly owned  Subsidiaries  for the three-month  period
ended October 31, 2000.  eAutoclaims.com,  Inc. and  Transformation  Processing,
Inc.  completed a reverse merger on May 25, 2000.  Prior to the reverse  merger,
Transformation Processing, Inc. had ceased operations.  Comparisons to the prior
three-month  period operating  results are not meaningful and have been excluded
from these financial statements and discussions. The Company began operations on
December 7, 1999.

                                       9
<PAGE>


REVENUE

Total   Revenue  for  the   three-month   period  ended  October  31,  2000  was
approximately  $2.2 million,  which consists of approximately  $1.3 in collision
repairs  management  for insurance  companies,  approximately  $540,000 in glass
repairs,  and  approximately  $350,000  in fleet  repairs  management  and other
repairs and fees.  These  revenues  reflect the  operations  of Premier  Express
Claims,  Inc. for the full three-month period,  which contributed  approximately
$570,000 in revenue for the  three-month  period  ended  October 31,  2000.  Our
revenues for the  three-month  period ended October 31, 2000 exceed our revenues
for the period from our date of  inception  (December 7, 1999) to July 31, 2000,
which were approximately $1.7 million. This increase is attributed to the growth
in revenues from our core collision repairs  management  business as well as the
inclusion of our Premier  Express  Claims  operations  for the full  three-month
period.

eAutoclaims.com,  Inc.  recognizes  revenues by assuming the risk and completing
the repair of insurance  claims for insurance  companies and on corporately  own
fleet vehicles. In addition to recognizing revenue associated with the repair of
insurance  claims,  we  charge  additional  fees on a  per-claims  basis  to our
insurance  and  corporate  fleet  customers  pursuant to the terms of a Services
Agreement.

EXPENSES

Claims processing charges for the three-month period ended October 31, 2000 were
approximately  $1.8  million,  or 80% of  revenues.  Claims  processing  charges
include the costs of collision repairs paid by  eAutoclaims.com to its collision
repair shop network.  We expect  margins on claims  repairs to remain low in the
near future as we use favorable  pricing as a means to obtain  increased  market
share.

We are  dependent  upon our third party  collision  repair  shops for  insurance
claims repairs.  eAutoclaims.com,  Inc. currently includes over 2,000 affiliated
repair and 4,000 auto glass  vendors  facilities  in its network  for  insurance
claims repairs.  We  electronically  audit individual  claims processes to their
completion  using remote  digital  photographs  transmitted  over the  Internet.
However,  if the quality of service  provided  by a collision  repair shop falls
below a satisfactory  standard leading to poor customer service, this could have
a harmful  effect on our  business.  We  control  our  service  requirements  by
continually  monitoring  customer  service  levels and, if  required,  establish
similar relationships with other collision repair shops.
Total selling,  general and  administrative  expenses for the three-month period
ended  October 31, 2000 were  approximately  $1.35  million,  or 61% of revenue.
Selling,  general and  administrative  expenses  consisted of salaries and other
personnel  related  expenses,  facilities  related  expenses,  legal  and  other
professional  fees,  advertising  costs,  and travel  expenses.  Total  non-cash
charges for the three-month period ended October 31, 2000 that included selling,
general and  administrative  expenses and  depreciation  and  amortization  were
approximately  $252,000.  Non-cash  charges included  approximately  $161,000 in
charges  incurred  pertaining to consulting  agreements  for investor  relations
services,  legal, and professional  consultants.  During the three-month  period
ended October 31, 2000 we incurred  payroll  related  expenses of  approximately
$637,000.

Depreciation  and  amortization  was  approximately  $91,000 for the three-month
period  ended  October  31,  2000.  Depreciation  of  fixed  assets  represented
approximately  $31,000.  Amortization expense of approximately  $60,000 reflects
the amortization of goodwill associated with our Premier Express Acquisition.

In the event  that we  continue  to acquire  other  companies,  amortization  of
goodwill  will  continue to have an impact on our results of  operations  in the
future. Based on our previous acquisitions, future amortization of goodwill will
reduce net income  from  operations  by  approximately  $55,000 in each  quarter
through 2007.

Interest  expense,  net of interest income was $861 for the  three-month  period
ended  October 31,  2000.  Interest  expense  related  primarily  to interest on
shareholder loans and capital leases and interest income resulted primarily form
interest earned on our cash reserves.

                                       10
<PAGE>


NET LOSS

We recorded a net loss of $990,053 for the three-month  period ended October 31,
2000,  because the our revenues were not sufficient to cover our costs incurred.
Management  is  continuing  to develop its  infrastructure  to support its rapid
growth and we believe that our business operations will benefit in the long-term
by supporting  higher levels of claims  processing  charges leading to increased
revenues.  Contributing  to the  current  net loss  were  non-cash  expenses  of
approximately   $161,000  pertaining  to  consulting   agreements  for  investor
relations services, legal, and professional consultants.  During the three-month
period ended October 31, 2000, our net losses have narrowed on a  month-by-month
basis. It is expected that we will break-even between the fourth quarter of this
fiscal  year and the second  quarter of fiscal year 2002,  however  there are no
assurances  that  we  will be able to  meet  this  objective  or  obtain  future
profitability.

LIQUIDITY AND CAPITAL RESOURCES

At October  31,  2000,  we had a cash and cash  equivalents  of  $243,952  and a
working capital deficiency of approximately  $192,000. The primary source of our
working capital during the  three-month  period ended October 31, 2000, was from
the sale of our preferred stock to Thomson Kernaghan.

eAutoclaims.com's operations generated negative cash flow of $521,274 during the
three-month  period ended October 31, 2000, and management expects a significant
use of cash  during  the  upcoming  fiscal  quarter  as it funds  its  operating
businesses.  There is no assurance we will  continue to sustain our growth.  Our
business  has grown  significantly  since our  inception.  We  believe  that our
current cash resources,  access to capital and cash flow from operations will be
sufficient to sustain our operations for at least 12 months.  This estimate is a
forward-looking statement that involves risks and uncertainties. The actual time
period  may differ  materially  from that  indicated  as a result of a number of
factors so that we cannot assure that our cash  resources will be sufficient for
anticipated   or   unanticipated   working   capital  and  capital   expenditure
requirements  for this period.  In order to sustain our growth,  we will require
substantial  additional capital.  Although we are currently negotiating with two
different funding sources for additional capital,  there is no assurance we will
obtain such capital.  If we raise  additional  funds through the issuance of our
securities,  these securities may have rights,  preferences or privileges senior
to those of our Common Stock,  and our  stockholders  may experience  additional
dilution to their equity ownership.

As of July 31, 2000,  the Company had not issued any shares of  preferred  stock
but had received  $500,000 in cash toward shares of preferred stock.  During the
three-month  period ended October 31, 2000,  the Company  received an additional
$659,944  in cash that was net of  $140,056  of  offering  costs and  issued 260
shares of preferred  stock for total cash received of $1.3  million.  We have an
obligation  to register  these shares of Common Stock  underlying  the Preferred
Stock to provide these investors future liquidity of their  investment.  We have
escrowed 292,500 shares of Common Stock underlying the conversion  rights of all
of our 260 shares of Preferred Stock.

In December 2000,  the Company issued 60 shares of preferred  stock for $270,000
in cash that was net of  $30,000  of  offering  costs.  In  connection  with the
preferred  stock,  warrants to purchase  128,023  shares of common  stock of the
Company  were issued.  These  warrants are  exercisable  at prices  ranging from
$1.4625 to $4.50 per share,  are exercisable  upon issuance,  and expire in five
years.

We will need capital to implement our business objectives. We cannot provide any
assurance  that we  will  be  successful  in  raising  such  capital,  and  such
undertakings are difficult to complete.  Although  management is optimistic that
we will be successful in obtaining future financing,  there is no assurance that
such financing will be available to meet our needs.

Our  principal  commitments  at October  31, 2000  consist of monthly  operating
rental payments, compensation of employees and accounts and notes payable.

INFLATION

We believe that the impact of inflation  and changing  prices on our  operations
since the commencement of our operations has been negligible.

SEASONALITY

eAutoclaims.com does not deem its revenues to be seasonal.

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<PAGE>


PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

The  Company is subject to a number of  lawsuits  and claims  arising out of the
conduct of its business.  Management  believes  that the probable  resolution of
such matters  will not  materially  affect the  financial  position,  results of
operations or cash flows of the Company.  In October 2000, EAUTO,  Inc., a Texas
corporation,  asserted that the Company's  use of its  EAUTOCLAIMS.COM  mark and
website violated its federally registered EAUTO service mark. The Company denied
this  assertion  since the marks are  different,  the  services  offered  by the
Company  are  different  than  those  offered  by EAUTO,  Inc.,  and there is no
likelihood of confusion among relevant  consumers.  When EAUTO,  Inc. refused to
withdraw its assertions of trademark  infringement,  the Company filed a lawsuit
styled EAUTOCLAIMS.COM,  Inc. v. EAUTO, L.L.C., Case No.  8:00CV-1855-T-26B,  in
the United  States  District  Court for the Middle  District of  Florida,  Tampa
Division  seeking  a  judicial   declaration  that  the  Company's  use  of  its
EAUTOCLAIMS.COM mark and website are lawful. EAUTO, L.L.C. has yet to respond to
this lawsuit.

On or about  October  23,  2000,  we  received  a demand  letter  from a website
developer for $135,000 alleging breach of contract. Our management believes that
we are entitled to a refund of $15,000.  It is too early to predict the ultimate
outcome of this  dispute.  On December 6, 2000,  we were served with a complaint
for  breech  of  contract  in  the  Pinellas   County  Circuit  Court  Case  No.
00-8376-C1-5 alleging we owe $135,000 to Offshore Websites, Inc.

We believe  that  there are no other  claims or  actions  pending or  threatened
against us, the  ultimate  disposition  of which  would have a material  adverse
effect on us.

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS.

As of July 31, 2000,  the Company had not issued any shares of  preferred  stock
but had received  $500,000 in cash toward shares of preferred stock.  During the
three-month  period ended October 31, 2000,  the Company  received an additional
$659,944  in cash that was net of  $140,056  of  offering  costs and  issued 260
shares of preferred stock for total cash received of $1.3 million. In connection
with the preferred stock were warrants to purchase shares of common stock of the
Company.  The Company issued 73,922 warrants to the agent, which are exercisable
at a price of $4.50 per share, are exercisable upon issuance, and expire in five
years.  The Company also issued 390,000  warrants to the  purchasers,  which are
exercisable  at  prices  of $3.00 and $3.33  per  share,  are  exercisable  upon
issuance, and expire in five years.

During the  three-month  period ended October 31, 2000, the company issued 2,372
shares of restricted  common stock on the acquisition of  SalvageConnection.com,
Inc.  These  shares were valued at the fair market value at the date of issuance
that totaled $12,000.

During the  three-month  period ended October 31, 2000, the Company entered into
agreements  with three  consultants  to provide  services to the Company.  These
consultants will receive cash and approximately  116,000 shares of the Company's
common stock for these services.  The Company will record a charge to operations
when the services are performed  based on the fair market value of the shares of
common stock at the time of performance.

During the  three-month  period ended  October 31, 2000,  the Company  agreed to
issue 50,000 shares of common stock in exchange for $100,000 of legal  services.
As of October 31, 2000, $28,240 in legal services has been invoiced.

ITEM 5. OTHER INFORMATION

On  November  20,  2000,  George  Chajes  resigned  as a member  of our Board of
Directors.

On December 1, 2000, Tony Jessop was appointed as a member and  Vice-Chairman of
our Board of  Directors  to fill the vacancy  created  with the  resignation  of
George Chajes.

On November 22, 2000 we entered into a distribution  arrangement  with Comp-Est,
Inc., which is a developer of a Windows-based  collision estimating software. We
intend to market  this  software  product to members  of our  automobile  repair
facilities network. If we purchase at least 100 software units within a 10 month
period  beginning  November 1, 2000 and purchase an average of 15 software units

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<PAGE>

thereafter,  beginning July 1, 2001 Comp-Est has agreed not to sell the software
to  our  competitors.  Assuming  compliance  with  the  above  minimum  purchase
requirements,  this  agreement  has a  10-year  term.  We agree not to sell this
software package to Comp-Est's  current customers and Comp-Est has agreed not to
sell renewals to our customers.  We anticipate generating a monthly subscription
fee of $200 per month from each participating  repair facility.  We believe that
the addition of this software product will increase our revenues and improve the
quality of our services.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None

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<PAGE>


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.



Date:   May 9, 2001         By:      /s/ Eric Seidel
                                 -----------------------------------------------
                                     Eric Seidel, Chief Executive Officer


                            By:      /s/ Scott Moore
                                 -----------------------------------------------
                                     Scott Moore, Chief Financial Officer



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