================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                      FOR THE QUARTER ENDED MARCH 31, 1998

                                       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 No. 0-22947

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            DELAWARE                                            43-1771999
-------------------------------                              ----------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)


11904 BLUE RIDGE BOULEVARD, GRANDVIEW, MISSOURI                          64030
-----------------------------------------------                       ----------
    (Address of principal executive offices)                          (Zip Code)


       Registrant's telephone number, including area code: (816) 763-4900

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 the filing requirements for the past 90 days. YES [X] NO [_]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

As of May 14, 1998, 3,008,000 shares of Class A Common Stock, $.01 par value,
and 216,000 shares of Class B Common Stock, $.01 par value, of the registrant
were issued and outstanding.

Transitional Small Business Disclosure Format (check one):
      YES [_]     NO [X]

================================================================================

<PAGE>


                                TABLE OF CONTENTS

ITEM                                                                        PAGE
----                                                                        ----

                                     PART I.
                              FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

            Balance Sheet as of March 31, 1998 ............................    3

            Statement of Operations for the quarter and six months
                ended March 31, 1998 and 1997 .............................    4
            Statement of Cash Flows for the six months
                ended March 31, 1998 and 1997 .............................    5
            Notes to the Financial Statements .............................    6

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



                                     PART II
                                OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds .........................   13

Item 5. Other Information .................................................   13

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

SIGNATURES ................................................................   13


                                                                          Page 2

<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          Successor to MegaVision, L.C.

                                  BALANCE SHEET
                                   (unaudited)

                                                                  March 31, 1998
                                                                  --------------
ASSETS
Current assets:
  Cash and cash equivalents                                        $  5,204,942
  Prepaid expenses and other current assets                             198,689
                                                                   ------------
     Total current assets                                             5,403,631
                                                                   ------------

Property and equipment, net                                             218,877
Other assets                                                              1,070
                                                                   ------------
                                                                        219,947
                                                                   ------------

     TOTAL                                                         $  5,623,578
                                                                   ============
LIABILITIES
Current liabilities:
  Accounts payable and accrued expenses                            $     77,823
  Current portion of obligation under capital lease                      55,372
                                                                   ------------
     Total current liabilities                                          133,195

Obligation under capital lease                                           57,870
                                                                   ------------
     Total Liabilities                                                  191,065
                                                                   ------------
Commitments and other matters

SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value; authorized 5,000,000 shares
Common stock, $.01 par value:
  Class A, authorized, 19,784,000 shares;
     issued and outstanding 3,008,000 shares                             30,080
  Class B, authorized, 216,000 shares;
     issued and outstanding 216,000 shares                                2,160
  Additional paid-in capital                                         10,747,282
  Accumulated deficit                                                (5,347,009)
                                                                   ------------
     Total shareholders' equity                                       5,432,513
                                                                   ------------
     TOTAL                                                         $  5,623,578
                                                                   ============


See notes to financial statements                                        Page  3

<PAGE>

<TABLE>
<CAPTION>

                                                HEALTHCORE MEDICAL SOLUTIONS, INC.
                                                   Successor to MegaVision, L.C.

                                                      STATEMENT OF OPERATIONS
                                                            (unaudited)


                                                                      Three Months Ended                   Six Months Ended
                                                               -------------------------------    ----------------------------------
                                                               March 31, 1998   March 31, 1997    March 31, 1998      March 31, 1997
                                                               --------------   --------------    --------------      --------------

<S>                                                              <C>                <C>              <C>                <C>        
Sales                                                            $    22,417        $       0        $    36,333        $         0

Cost of sales                                                         16,486                0             25,724                  0
                                                                 -----------        ---------        -----------        -----------
Gross margin                                                           5,931                0             10,609                  0
                                                                 -----------        ---------        -----------        -----------
S, G & A expenses:
  Selling and marketing                                              176,401           17,189            259,567             69,425
  General and administrative                                         328,787          625,845            606,773          1,083,077
                                                                 -----------        ---------        -----------        -----------
Total S, G & A expenses                                              505,188          643,034            866,340          1,152,502
                                                                 -----------        ---------        -----------        -----------
Net (loss) from operations                                          (499,257)        (643,034)          (855,731)        (1,152,502)

Non-operating income (expense):
  Interest income                                                     71,229            5,722            133,783              5,722
  Interest expense                                                    (7,138)        (154,307)           (56,780)          (160,055)
                                                                 -----------        ---------        -----------        -----------
Total non-operating income (expense):                                 64,091         (148,585)            77,003           (154,333)
                                                                 -----------        ---------        -----------        -----------
NET LOSS                                                         ($  435,166)       ($791,619)       ($  778,728)       ($1,306,835)
                                                                 ===========        =========        ===========        ===========


NET LOSS PER SHARE:
  BASIC AND DILUTED                                              ($     0.19)       ($   2.81)       ($     0.37)       ($     4.96)
                                                                 ===========        =========        ===========        ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
  BASIC AND DILUTED                                                2,324,000          281,667          2,129,150            263,242
                                                                 ===========        =========        ===========        ===========
</TABLE>


See notes to financial statements                                        Page  4

<PAGE>

<TABLE>
<CAPTION>

                                                HEALTHCORE MEDICAL SOLUTIONS, INC.
                                                   Successor to MegaVision, L.C.

                                                      STATEMENT OF CASH FLOWS
                                                            (unaudited)


                                                                                                   Six Months Ended
                                                                                        --------------------------------------
                                                                                        March 31, 1998          March 31, 1997
                                                                                        --------------          --------------

<S>                                                                                       <C>                     <C>
CASH FLOWS USED FOR OPERATING ACTIVITIES:
  Net loss                                                                                ($  778,728)            ($1,306,835)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation and amortization                                                             26,207                  20,503
     Amortization of discount on notes payable-bridge units                                    31,764                 127,545
     Common stock issued for services                                                                                 372,290
  Changes in:
     Prepaid expenses and other assets                                                        (89,560)                 (3,147)
     Accounts payable and accrued expenses                                                   (468,099)                128,933
     Other liabilities                                                                           (708)                 (3,539)
                                                                                          -----------             -----------
         Net cash used in operating activities                                             (1,279,124)               (664,250)
                                                                                          -----------             -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property and equipment                                                       (69,453)                      0
                                                                                          -----------             -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  (Decrease) in bank overdraft                                                                                         (9,914)
  Decrease in restricted cash                                                                  85,000
  Issuance of notes payable-bridge units                                                                            1,695,323
  Principal payments on notes payable - bridge units                                       (2,300,000)
  Net change in notes payable - banks                                                        (103,600)                 47,300
  Principal payments on obligation under capital lease                                        (22,945)
  Net change in notes payable - related parties                                                                        41,231
  Net proceeds from private stock transactions                                                                         10,150
  Net proceeds from initial public offering                                                 8,747,714
  Net proceeds from issuance of warrants                                                                              305,677
  Deferred offering costs                                                                                             (31,198)
                                                                                          -----------             -----------
         Net cash provided by financing activities                                          6,406,169               2,058,569
                                                                                          -----------             -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                   5,057,592               1,394,319

Cash and cash equivalents - beginning of period                                               147,350                       0
                                                                                          -----------             -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                                 $ 5,204,942             $ 1,394,319
                                                                                          ===========             ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  CASH PAID FOR:
     Interest                                                                             $   162,889             $     6,685
</TABLE>


See Notes D and E for information regarding noncash investing and financing
activities


See notes to financial statements                                        Page  5

<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                   (UNAUDITED)

NOTE A - THE COMPANY AND BASIS OF PRESENTATION

GENERAL

These financial statements have been prepared by HealthCore Medical Solutions,
Inc. ("HealthCore" or the "Company") in accordance with generally accepted
accounting principles for interim financial reporting and in accordance with
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, the unaudited
financial statements include all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial position, the
results of operations and the statement of cash flows for the periods presented.

The unaudited financial statements presented herein were prepared using the
underlying accounting principles utilized in the Company's September 30, 1997
audited financial statements filed on Form 10-KSB with the Securities and
Exchange Commission on December 29, 1997. Operating results for the three and
six months ended March 31, 1998 are not necessarily indicative of the results
that may be expected for the year ending September 30, 1998.

HealthCore was organized as a Delaware corporation in February 1997 as a
business successor to MegaVision, L.C. ("MegaVision"). The Company is an early
stage enterprise organized to develop, market and administer a health care
benefit services program which is designed to enable participants ("Members") to
obtain discounts on purchases of ancillary health care products and services
through certain networks ("Networks") of health care providers ("Providers").
The Networks with which the Company currently maintains contracts comprise an
aggregate of approximately 67,000 participating Providers of eye care, dental,
hearing, pharmacy, physical and occupational therapy and chiropractic benefits
throughout the United States. Members can access the Networks through the use of
a discount membership card (the "HealthCare Solutions Card"). The HealthCare
Solutions Card is currently being marketed, directly and through independent
brokers, insurance agents and consumer marketing organizations, to individuals
and to employers, health maintenance organizations and businesses and other
associations who may either purchase the HealthCare Solutions Card for, or offer
it to, their employees or members.

In February 1997, MegaVision, L.C., a Missouri limited liability company in the
development stage, merged into HealthCore. In conjunction with the merger, 1,100
member units of MegaVision were exchanged for 708,000 shares of Class A common
stock of HealthCore and 600 member units of MegaVision were exchanged for
360,000 shares of Class B common stock of HealthCore. The business of the
Company was conducted by MegaVision from June 1, 1995 to February 19, 1997. The
merger described above has been accounted for in a manner similar to a pooling
of interests and, except as otherwise indicated or where the context otherwise
requires, the information set forth in these financial statements has been
adjusted to give retroactive effect to the reorganization.

HealthCore and MegaVision have been principally devoted to organizational
activities, raising capital, marketing, building a sales network and negotiating
provider agreements.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] CASH AND CASH EQUIVALENTS:

Cash and cash equivalents include cash on hand, demand deposits and all highly
liquid investments with a maturity of three months or less at the time of
purchase.

[2] MANAGEMENT ESTIMATES:

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


                                                                          Page 6

<PAGE>


                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                   (UNAUDITED)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[3] REVENUE AND COST OF SALES RECOGNITION:

All monthly and single annual payment sales and their corresponding expenses,
including the costs of issuance of HealthCare Solutions Cards, sales
commissions, provider fees and a provision for cancellations from potential
guarantee-related refunds incurred by the Company at the time of sale, are
recognized in the monthly period for which the card sale is billed.

The Company currently offers a full money-back guarantee to Members who, after
the first full year of enrollment, are not satisfied with the HealthCare
Solutions Card. The Company intends to establish reserves therefor.

[4] PROPERTY AND EQUIPMENT:

Property and equipment are recorded at cost. Depreciation and amortization are
being provided on the straight-line method over the estimated useful lives of
the assets. Equipment is depreciated over periods ranging from five to seven
years. Leasehold improvements are amortized over the shorter of the lease term
or their estimated useful life.

Equipment under capital leases is recorded at the lesser of the present value of
the lease payments or fair value of the equipment. Such equipment is amortized
on a straight-line basis over the shorter of the lease term or its estimated
useful life.

[5] NET LOSS PER SHARE:

Net loss per share was computed based upon the weighted average number of shares
of common stock outstanding during each year presented, excluding the 900,000
shares placed in escrow. Upon the Company exceeding certain income levels or the
common stock exceeding certain market prices per share, some or all of the
common shares held in escrow are to be released (see Note G).

NOTE C - NOTES PAYABLE - BRIDGE UNITS

In February and March 1997, the Company sold 46 Bridge Units, each consisting of
(i) a $50,000 10% subordinated note and (ii) warrants to purchase 25,000 shares
of Class A common stock. The notes, aggregating $2.3 million in principal amount
and $142,979 in accrued interest, were repaid on October 17, 1997 from the
proceeds of the Company's initial public offering ("IPO"). Concurrently with the
IPO, the warrants were converted into IPO warrants. The Company received
$1,964,154, net of offering costs, in the Bridge Unit offering. One Bridge Unit
was purchased by the Chairman of the Board and his wife and one-half of one
Bridge Unit was purchased by a director, on the same terms as the other Bridge
Units.

The Company valued the warrants at $310,500. Accordingly, additional paid-in
capital has been credited with $305,677 which represents the value of the
warrants less the allocable portion of the offering costs. The short-term notes
were discounted by the value of the warrants and the offering costs. The
discount was amortized as additional interest expense from the date of issuance
to October 17, 1997, when these notes were repaid.

NOTE D - CAPITAL STOCK

[1] ISSUANCE OF CLASS A COMMON STOCK:

The Company had entered into a financing arrangement with DHF International,
Inc. ("DHF") which represented two short-term notes secured by computer
equipment owned by the Company. The notes, originally due September 24, 1996 and
February 28, 1997, were restructured in October 1996. Under the restructuring
agreement the collateral remained the same, however, the Company was obligated
to pay DHF $50,000. The payment terms were $20,000 on December 1, 1996, and
$10,000 on each of January 1, 1997, February 1, 1997 and March 1, 1997. However,
subsequently DHF canceled the Company's obligation to pay and transferred all
rights, title and interest in the computer equipment to the Company, in exchange
for 24,000 shares of the Company's Class A common stock and a right of first
refusal with respect to the leasing of equipment to the Company.


                                                                          Page 7

<PAGE>


                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                   (UNAUDITED)

NOTE D - CAPITAL STOCK (CONTINUED)

In February 1997, the Company issued an assignee of M.K.D. Capital Corp.
("M.K.D."), 132,000 shares of Class A common stock for total consideration of
$3,850. The Company valued these shares at $149,160, their estimated fair value
at the date of issuance, and charged $145,310 to operations as compensation for
services rendered in the quarter ended March 31, 1997.

[2] ISSUANCE OF CLASS B COMMON STOCK:

In November 1996, MegaVision, L.C. entered into an agreement to issue 360 member
units (which member units were exchanged for 216,000 shares of the Company's
Class B common stock in February 1997) for $6,300 to the Chairman of the Board
and Chief Executive Officer of the Company. The Company valued these shares at
$233,280, their estimated fair value at the date of issuance, and charged
$226,980 to operations as compensation in the quarter ended December 31, 1996.

[3] ISSUANCE OF WARRANTS:

In September 1997, the Company granted warrants to purchase 284,000 shares of
Class A Common Stock to its Chairman of the Board and Chief Executive Officer.
The warrants are exercisable at $1.00 per share and expire in September 2007.
The Company valued these warrants at $416,922, the estimated fair market value
of the warrants at the date of grant and incurred a noncash charge to operations
of $416,922 on such date. Of the 284,000 warrants granted, 142,000 are
immediately exercisable and the remaining 142,000 will become exercisable if
either (a) the Company's minimum pretax income, as defined, equals or exceeds
$3,800,000 for the fiscal year ending September 30, 1998, $5,500,000 for the
fiscal year ending September 30, 1999 or $7,500,000 for the fiscal year ending
September 30, 2000 or (b) the average closing price of the common stock equals
or exceeds $12.50 per share for a 30 day trading period in the 18-month period
beginning with the consummation of the IPO or $16.50 per share for 30 trading
days in the period beginning after 18 months after the consummation of the IPO
to 36 months after the IPO. If these targets are not met, the 142,000
conditional warrants will be canceled. However, should the goals be met, the
Company will recognize an additional expense equal to the fair market value of
the portion of the warrants subject to such targets.

[4] STOCK OPTION PLAN:

In February 1997, the Company adopted a stock option plan under which 200,000
shares of Class A common stock are reserved for issuance upon exercise of either
incentive or non-incentive stock options which may be granted from time to time
by the board of directors to officers, directors, employees and others. The
Company has granted options to purchase 62,500 shares of Class A common stock at
$5.00 per share. Of the options granted, 10,000 have been forfeited by
resignation of the grantees and are available for future grants. The remaining
52,500 options granted and outstanding will fully vest during the period from
August 1997 through January 2001 and will expire ten years from the date of
grant.

[5] SHARES RESERVED FOR ISSUANCE:

The Company has reserved 3,849,000 shares of its Class A common stock for
issuance upon exercise of the outstanding warrants and options, including
warrants issued in connection with the IPO.

[6] COMMON AND PREFERRED STOCK:

The shares authorized by the Company aggregate 19,784,000 shares of Class A
common stock, 216,000 shares of Class B common stock and 5,000,000 shares of
preferred stock, all with $.01 par value. The Class A and Class B shares of
common stock are substantially identical except that the Class A common
stockholders have the right to cast one vote per share and the Class B common
stockholder has the right to cast five votes per share. Class B shares
automatically convert to Class A shares on a one-for-one basis upon (i) the
sale, gift or transfer, (ii) death of the original stockholder thereof, (iii)
termination of employment of the stockholder by the Company for any reason or
(iv) if, for the year ended September 30, 1999, the minimum pretax income, as
defined, is less than $1,000,000 or if, for any subsequent year through
September 30, 2002, the Company's minimum pretax income does not equal or exceed
110% of the prior year's minimum pretax income.


                                                                          Page 8

<PAGE>


                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                   (UNAUDITED)

NOTE E - RELATED PARTY TRANSACTIONS

The Company rents office space for $1,350 per month from an affiliate of Neal J.
Polan, the Company's Chairman and Chief Executive Officer.

In October 1996, the Company entered into an agreement with M.K.D. which was
modified January 16, 1997, that provides for M.K.D. to introduce the Company to
businesses that may be interested in either purchasing products or services from
the Company or providing services under the HealthCare Solutions Card. In the
event the introductions lead to the purchase of the Company's products, M.K.D.
will receive a commission equal to 3% of gross payments. Gross payments shall
mean payments collected by or on behalf of any business contact for any of the
Company's products, less any direct manufacturing costs incurred by the Company
in the production of such products and any broker's commissions payable. In
addition, in connection with the January 1997 modification, the Company issued
132,000 shares of Class A common stock to M.K.D.'s assignee for $3,850 (see
Note D[1]).

NOTE F - INCOME TAXES

The Company's deferred tax asset as of September 30, 1997 represented a benefit
from net operating loss carryforwards of $827,000. This deferred tax asset has
been reduced by a valuation allowance of $827,000 since the future realization
of such tax benefit is not presently determinable. As of September 30, 1997, the
Company had a net operating loss carryforward of approximately $2,433,000
expiring in 2012. As a result of the IPO, usage of this net operating loss
carryforward is limited to approximately $789,000 per year.

NOTE G - INITIAL PUBLIC OFFERING

In October and November 1997 the Company, in its IPO, sold an aggregate of
2,024,000 units at a unit price of $5.00. Each unit consisted of one share of
Class A common stock and one warrant to purchase one share of Class A common
stock at $6.50, expiring October 2002. Proceeds from the IPO, net of expenses of
$1,745,000, approximated $8,375,000. Of the expenses incurred in the IPO,
approximately $372,000 was recorded in the year ended September 30, 1997.
Additionally, in connection with the IPO, the underwriter was granted an option
to purchase up to 176,000 units at $6.00 per unit.

In conjunction with the Company's IPO, the pre-IPO stockholders placed 900,000
shares of their common stock into an escrow account. Some or all of these shares
are to be released upon the Company meeting certain performance goals or the
stock price exceeding certain targets. If these goals are not met the shares
will be canceled. However, should the goals be met, the release of the shares
owned by officers, directors and consultants aggregating 432,000 shares of the
900,000 shares in escrow will result in the Company recognizing an additional
expense equal to the market value of the shares released. A total of 400,000
shares of common stock held in escrow are to be released if either (a) the
Company's minimum pretax income, as defined, equals or exceeds $3,800,000 for
the year ending September 30, 1998, $5,500,000 for the year ending September 30,
1999 or $7,500,000 for the year ending September 30, 2000 or (b) the average
closing price of the common stock equals or exceeds $12.50 per share for a 30
trading day period in the 18-month period beginning with the consummation of the
IPO or $16.50 per share for 30 trading days in the period beginning after 18
months after the consummation of the IPO and ending 36 months after the IPO. All
shares of common stock held in escrow are to be released if either (a) the
Company's minimum pretax income, as defined, equals or exceeds $4,600,000 for
the year ending September 30, 1998, $6,600,000 for the year ending September 30,
1999 or $9,000,000 for the year ending September 30, 2000 or (b) the average
closing price of the common stock equals or exceeds $15.00 per share for a 30
trading day period in the 18-month period beginning with the consummation of the
IPO or $18.00 per share for 30 trading days in the period beginning after 18
months after the consummation of the IPO and ending 36 months after the IPO.


                                                                          Page 9

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

     Statements in this Form 10-QSB that are not descriptions of historical
facts are forward-looking statements that are subject to risks and
uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors, including those set forth under "Risk
Factors" in the Company's Form 10-KSB for the year ended September 30, 1997 and
including, in particular, risks relating to the early stage of the Company and
its products; the commercialization of the Company's products, such as uncertain
market acceptance, limited marketing capabilities, competition and other risks;
risks relating to product launches, if any, and managing growth; government
regulation; and dependence on third parties.

GENERAL

The Company is an early stage enterprise organized to develop, market and
administer a health care benefit services program which is designed to enable
Members to obtain discounts on purchases of ancillary health care products and
services through Networks of health care providers with which the Company has
executed provider agreements. The Company's initial revenues, substantially all
of which have been received in the six months ended March 31, 1998, have been
derived principally from the receipt of annual or monthly enrollment fees paid
by or on behalf of Members for the right to obtain discounts at the point of
purchase from providers in the Networks. The Company currently anticipates that
a significant portion of its future revenue will be received in the form of
monthly bank drafts and monthly payroll deductions made by employers on behalf
of their employees. Accordingly, all monthly payment sales and their
corresponding expenses, including sales commissions and provider fees, will be
recognized in the monthly periods for which they are billed. However, since the
initial cost of delivering the cards to the Company's customers will be incurred
and expensed in the first month, the gross profit associated with each new
individual card issued will be lower in the month of issuance than in the
remaining eleven months prior to the card's expiration date. In addition, since
all renewal cards will be subject to the same costs of issuance, this twelve
month pattern of lower gross profits in the first month will likely continue for
any renewal periods.

     In those instances when a sale of the Company's HealthCare Solutions Card
is collected as a single annual fee, the Company recognizes all of its single
payment sales in the period in which the card is delivered, since all of the
expenses resulting from the purchase of an annual card, including the costs of
issuance, sales commissions, provider fees and a provision for cancellations
from potential guarantee-related refunds, are incurred by the Company at the
time of sale. The Company incurs only nominal additional direct costs associated
with each cardholder in the following eleven months due to the fact that under
all of its provider network contracts, each provider is obligated to continue to
provide discounts to all cardholders until the annual card expires, even if the
provider network contract has been terminated. The Company also currently offers
a full money-back guarantee to Members who, after the first full year of
enrollment, are not satisfied with the HealthCare Solutions Card and the Company
intends to establish reserves therefor.

     From its inception through September 30, 1997, the Company's primary
activities consisted of (i) designing and developing a network administration
system to facilitate data processing and enhance its customer service
capabilities, (ii) negotiating contracts with Networks of Providers, (iii)
organizing a marketing force to market the HealthCare Solutions Card and (iv)
test marketing. The Company has only recently begun to market the HealthCare
Solutions Card and has primarily focused its initial marketing efforts in the
states of Illinois, Indiana, Missouri and Texas. There can be no assurance that
the Company will successfully maintain or expand the Networks and/or market the
HealthCare Solutions Card.

     The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in this report.

RESULTS OF OPERATIONS

     QUARTERS ENDED MARCH 31, 1997 AND 1998. Operating revenues for the quarter
ended March 31, 1998 (the "1998 Quarter") were approximately $22,000 compared to
$0 for the quarter ended March 31, 1997 (the "1997 Quarter"). This revenue is
the result of the Company's recent initiation of sales and marketing activities
and the resultant sales of the HealthCare Solutions Card to cardholders who
purchased a HealthCare Solutions Card during the 1998 Quarter.

     Selling, general and administrative expenses decreased by 21% from
approximately $643,000 in the 1997 Quarter to approximately $505,000 in the 1998
Quarter primarily as a result of (i) a non-recurring, non-cash charge in the
1997 Quarter of approximately $145,000 relating to the fair market value
adjustment of 132,000 shares of Class A common stock issued to an assignee of
M.K.D. Capital Corp; (ii) a decrease of approximately $202,000 in consulting and
professional fees; (iii) an increase of approximately $48,000 resulting from an
increase in the number of management-level, marketing and sales employees at the
Company and (iv) a net increase of approximately $161,000 in other expenses,
primarily marketing, incurred in connection with the development of the
HealthCare Solutions Card.


                                                                         Page 10

<PAGE>


     Interest expense decreased from approximately $154,000 in the 1997 Quarter
to approximately $7,000 in the 1998 Quarter primarily as a result of (i) accrued
interest of approximately $17,000 recorded in the 1997 Quarter on certain notes
(the "Bridge Notes") issued in a bridge financing completed in February and
March 1997 (the "Bridge Financing"); (ii) accretion of the discount related to
the Bridge Financing of approximately $127,000 in the 1997 Quarter and (iii) a
decrease of approximately $2,000 related to various other borrowings by the
Company. Interest income increased by approximately $66,000 primarily as a
result of short term investments of the balance of proceeds received by the
Company from the Bridge Financing and the net proceeds received by the Company
from the completion of its IPO in October and November, 1997.

     Net loss decreased by approximately 45% from approximately $792,000 in the
1997 Quarter to approximately $435,000 in the 1998 Quarter as a result of the
foregoing factors. Net loss per share decreased by approximately 93% from $2.81
in the 1997 Quarter to $0.19 in the 1998 Quarter as a result of the decrease in
net loss and the dilutive impact resulting from the completion of the Company's
IPO.

     SIX MONTHS ENDED MARCH 31, 1997 AND 1998. Operating revenues for the six
months ended March 31, 1998 (the "1998 Six Months") were approximately $36,000
compared to $0 for the six months ended March 31, 1997 (the "1997 Six Months").
This revenue is the result of the Company's recent initiation of sales and
marketing activities and the resultant sales of the HealthCare Solutions Card to
cardholders who purchased a HealthCare Solutions Card during the 1998 Six
Months.

     Selling, general and administrative expenses decreased by 25% from
approximately $1,153,000 in the 1997 Six Months to approximately $866,000 in the
1998 Six Months primarily as a result of (i) non-recurring, non-cash charges in
the 1997 Six Months of approximately $372,000 relating to the fair market value
adjustment of certain shares of capital stock issued to two stockholders of the
Company; (ii) a decrease of approximately $241,000 in consulting and
professional fees; (iii) an increase of approximately $163,000 resulting from an
increase in the number of management-level, marketing and sales employees at the
Company and (iv) a net increase of approximately $163,000 in other expenses,
primarily marketing, incurred in connection with the development of the
HealthCare Solutions Card.

Interest expense decreased from approximately $160,000 in the 1997 Six Months to
approximately $57,000 in the 1998 Six Months primarily as a result of (i) a
decrease in interest expense of approximately $8,000 on the Bridge Notes repaid
on October 17, 1997; (ii) a decrease in the accretion of the discount related to
the Bridge Financing of approximately $96,000 as a result of the repayment of
the Bridge Notes and (iii) an increase of approximately $1,000 related to
various other borrowings by the Company. Interest income increased by
approximately $128,000 primarily as a result of short term investments of the
balance of proceeds received by the Company from the Bridge Financing and the
net proceeds received by the Company from the completion of its IPO in October
and November, 1997.

     Net loss decreased by approximately 40% from approximately $1,307,000 in
the 1997 Six Months to approximately $779,000 in the 1998 Six Months as a result
of the foregoing factors. Net loss per share decreased by approximately 93% from
$4.96 in the 1997 Six Months to $0.37 in the 1998 Six Months as a result of the
decrease in net loss and the dilutive impact resulting from the completion of
the Company's IPO.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 1998, the Company had a working capital balance of
approximately $5,270,000. From its inception through October 14, 1997, the
Company funded its activities primarily through loans and capital contributions
from principal stockholders and private placements of equity and debt
securities.

     In February and March 1997, the Company completed the Bridge Financing
which consisted of $2,300,000 principal amount of Bridge Notes bearing interest
at an annual rate of 10% and warrants to purchase an aggregate of 1,150,000
shares of Class A common stock. The proceeds of the Bridge Financing, which were
approximately $1,964,000 (net of $230,000 in commissions and a $69,000 expense
allowance paid to the placement agent and other expenses of the private
placement) were utilized by the Company for the repayment of certain
indebtedness and for working capital purposes, including general and
administrative expenses and expenses of the IPO. On October 17, 1997, the
Company paid, with a portion of the net proceeds of the IPO, approximately
$2,443,000 to the holders of the Bridge Notes, which amount represented all of
the principal and accrued interest due on the Bridge Notes issued in the Bridge
Financing.


                                                                         Page 11

<PAGE>


     In October and November, 1997, the Company completed the IPO in which it
sold to the public 2,024,000 units (including the underwriters' over-allotment
option exercised in November 1997) at $5.00 per unit. Each unit consisted of one
share of Class A common stock and one redeemable Class A Warrant to purchase one
share of Class A common stock at an exercise price of $6.50, subject to
adjustment, at any time until October 2002. The net proceeds from the IPO of
approximately $8,375,000 have been, and are being, utilized by the Company for
the repayment of the Bridge Financing, certain other indebtedness and for
working capital purposes, including general and administrative expenses. The
Company intends to use the remaining proceeds of the IPO to implement its
business plan, which includes the refinement, sales and marketing of the
HealthCare Solutions Card and the possible development of a physician and
hospital network. The Company may also seek to acquire or invest in businesses
and products that are complementary to those of the Company, although the
Company has no present commitments or agreements with respect to any such
acquisition or investments.

     The Company expects to continue to incur substantial costs in the near term
in connection with sales and marketing activities, all of which is expected to
be financed from a substantial portion of the remaining net proceeds of the IPO.
The Company also expects that general and administrative costs necessary to
support the establishment of a sales and marketing organization and other
infrastructure will increase in the future. Unless the Company is able to
generate significant commercial sales of the HealthCare Solutions Card, the
Company will continue to incur operating losses. There can be no assurance that
the Company will ever achieve profitable operations.

     The Company believes that its existing resources will provide the necessary
liquidity and capital resources to sustain its planned operations for
approximately 18 months. In the event that the Company's internal estimates
relating to its planned expenditures prove materially inaccurate, the Company
may be required to reallocate funds among its planned activities and curtail
certain planned expenditures. In any event, the Company anticipates that it will
likely require substantial additional financing after such time, which financing
could be in the form of equity or debt financing or money received in connection
with collaborative arrangements that may be entered into in the future. The
Company has no commitments for any future financing and there can be no
assurance as to the availability or terms of any required additional financing,
when and if needed. In the event that the Company fails to raise the funds it
requires, it may be necessary for the Company to significantly curtail its
activities or cease operations.

     RELEASE OF ESCROW SHARES. In connection with the IPO, the pre-IPO
stockholders of the Company placed, on a pro rata basis, a portion of their
shares into escrow pending the Company's attainment of certain earnings
thresholds or per share stock price thresholds. The Commission has taken the
position with respect to the release of securities from escrow that in the event
the Escrow Shares are released from escrow to directors, officers, employees or
consultants of the Company, the release will be treated, for financial reporting
purposes, as compensation expense to the Company. Accordingly, in the event of
the release of the Escrow Shares, the Company will recognize during the period
in which the earnings or market price targets are met or become probable of
being met, a substantial non-cash charge which would substantially increase the
Company's loss or reduce or eliminate earnings, if any, at such time. The amount
of compensation expense recognized by the Company will not affect the Company's
total stockholders' equity. There can be no assurance that the Company will
attain the targets which would enable the Escrow Shares to be released from
escrow. In addition, a portion of the warrants issued to the Chairman of the
Board of Directors will become exercisable only upon the attainment by the
Company of certain earnings or market price thresholds. In the event that such
warrants become exercisable, the Company will recognize during the period in
which the earnings thresholds are probable of being met or such stock levels
achieved, an additional non-cash charge to earnings equal to the fair market
value of the portion of the warrants subject to such earnings or market price
thresholds, which could have the effect of significantly increasing the
Company's loss or reducing or eliminating earnings, if any, at such time.

     The recognition of the potential charges to income described above may have
a depressive effect on the market price of the Company's securities.


                                                                         Page 12

<PAGE>


                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     In January 1998, the Company granted 5,000 options to a new employee of the
Company at an exercise price of $5.00 per share under the Company's 1997 Stock
Option Plan.

     The 2,024,000 units of the Company and the underlying securities consisting
of one share of Class A Common Stock and one warrant to purchase one share of
Class A Common Stock per unit issued in the IPO were registered under a
registration statement on Form SB-2 (File No. 333-28233) which was declared
effective by the Securities and Exchange Commission on October 14, 1997.

     During the quarter ended March 31, 1998, a portion of the net proceeds from
the IPO have been used (i) to make principal and interest payments in the amount
of approximately $19,000 on a capital lease entered into in April 1997; (ii) to
purchase equipment in the amount of approximately $26,000 and (iii) for working
capital purposes in the amount of approximately $483,000. The remaining portion
of the net proceeds from the IPO and other available cash in the amount of
approximately $5,200,000 has been invested in short-term, interest-bearing,
investment grade securities.

ITEM 5. OTHER INFORMATION

     The Company's Units, Class A Common Stock and Class A Warrants currently
trade on the Nasdaq SmallCap Market. On May 1, 1998, the Company received a
letter from The Nasdaq Stock Market, Inc. ("Nasdaq") stating that the Company's
Class A Common Stock and Class A Warrants had failed to maintain at least two
active market makers and that such securities will be subject to delisting in
the event that there are not at least two active market makers in such
securities for ten consecutive trading days by May 31, 1998. The Company's Units
are not subject to this notice from Nasdaq. As of May 13, 1998, the Company
believes that there were at least two active market makers for the Class A
Common Stock and the Class A Warrants. However, there can be no assurance that
the Class A Common Stock and the Class A Warrants will continue to have at least
two active market makers for ten consecutive trading days or thereafter in order
to meet Nasdaq's requirement for continued listing. In the event the Class A
Common Stock and Class A Warrants are delisted from Nasdaq as result of failure
to meet the two active market maker requirement or any other Nasdaq maintenance
requirements, trading in these securities would thereafter be conducted in the
over-the-counter market in the so-called "pink sheets" or the NASD's "Electronic
Bulletin Board" and could also be subject to additional restrictions. As a
result, the liquidity and price of such securities could be adversely affected.

     In May 1998, the Company appointed David L. Mullikin as President and Chief
Operating Officer of the Company, subject to ratification and approval of the
Board of Directors of the Company. James H. Steinheider will continue as the
Company's Chief Financial Officer. Prior to joining the Company, Mr. Mullikin
was the Chief Executive Officer of Blue-Advantage Plus, the Medicaid Managed
Care HMO of Blue Cross Blue Shield of Kansas City. Pursuant to a letter
agreement, Mr. Mullikin will receive, subject to ratification and approval of
the Board of Directors, an annual base salary of $150,000, plus a performance
related bonus of up to $30,000 at the discretion of the Board of Directors. In
addition, as part of Mr. Mullikin's compensation, Mr. Mullikin will receive (i)
10,000 shares of Class A Common Stock of the Company at a purchase of $.01 per
share, (ii) options to purchase 100,000 shares of Class A Common Stock of the
Company at a price per share equal to the market value of the Class A Common
Stock on the date of grant, which options will vest over a three year period
commencing on the first anniversary of the date of grant and (iii) certain
medical, retirement and other benefits.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

     27   Financial Data Schedule

     (b)  Reports on Form 8-K

          None.


                                   SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                    HEALTHCORE MEDICAL SOLUTIONS, INC.

                                    By: /s/ NEAL J. POLAN
                                        --------------------------------
                                        Neal J. Polan
                                        Chairman and Chief Executive Officer


                                    By: /s/ JAMES H. STEINHEIDER
                                        --------------------------------
                                        James H. Steinheider
                                        Chief Financial Officer


Date: May 14, 1998


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