HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)



                     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 JUNE 30, 1999 or

[__] TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIES
     EXCHANGE  ACT OF  1934,  FOR THE  TRANSITION  PERIOD  FROM  ___________  to
     ____________

                           Commission File 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 August 13, 1999, 3,183,000 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]


                                      -1-
<PAGE>

                                TABLE OF CONTENTS



 ITEM                                                                       PAGE
 ----                                                                       ----
                                     PART I.
                              FINANCIAL INFORMATION

 Item 1.  Financial Statements (unaudited)

                  Balance Sheet as of June 30, 1999 .......................    3
                  Statement of Operations for the quarter and nine months
                      ended June 30, 1999 and 1998 ........................    4
                  Statement of Cash Flows for the nine months
                      ended June 30, 1999 and 1998 ........................    5
                  Notes to the Financial Statements .......................    6

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



                                     PART II
                                OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds .........................   15

Item 5. Other Information .................................................   15

Item 6. Exhibits and Reports on Form 8-K ..................................   15

SIGNATURES ................................................................   16

                                      -2-
<PAGE>


                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.


                                  BALANCE SHEET
                                   (UNAUDITED)

ASSETS                                                             JUNE 30, 1999
                                                                   ------------
Current Assets:
      Cash & cash equivalents                                        $2,330,495
      Note receivable - Adatom                                         $250,000
      Prepaid expenses and other current assets                        $176,376
                                                                    -----------
                     Total current assets                            $2,756,871
                                                                    -----------

Property and equipment, net                                            $146,760
Other assets                                                             $3,570

                                                                    -----------
                                                                       $150,330
                                                                    -----------

                     TOTAL                                           $2,907,201
                                                                    ===========


LIABILITIES
Current Liabilities:
      Accounts payable and accrued expenses                            $169,175
      Deferred Income                                                   $41,672
      Current portion-long term debt                                    $36,260
      Deferred business disposal costs                                  $66,251

                                                                    -----------
                     Total Current Liabilities                         $313,358
                                                                    -----------


Obligations under capital lease                                              $0
                                                                    -----------

                     Total Liabilities                                 $313,358
                                                                    -----------


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 3,183,000 shares            $30,180
      Class B, authorized, 216,000 shares;
                     Issued and outstanding 216,000 shares               $2,160
      Additional paid in capital                                    $11,207,963
      Accumulated deficit                                           ($8,646,460)

                                                                    -----------
                     Total Shareholders Equity                       $2,593,843
                                                                    -----------

                     TOTAL                                           $2,907,201
                                                                    ===========


SEE NOTES TO FINANCIAL STATEMENTS


                                      -3-
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.


                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED                          NINE MONTHS ENDED
                                                JUNE 30, 1999          JUNE 30, 1998          JUNE 30, 1999        JUNE 30, 1998
                                                -------------          -------------          -------------        -------------
Revenues:
<S>                                                  <C>                    <C>                    <C>                  <C>
        Membership revenues                           $61,894                $32,948               $146,478              $69,281
                                                     --------               --------             ----------           ----------
Costs & Expenses:

        Costs of memberships
                                                       44,722                 20,460                110,918               46,184

        Selling and marketing
                                                       76,818                264,125                548,653              523,692

        General and administrative
                                                      338,779                373,480              1,079,466              980,253

        Interest expense
                                                        4,366                  8,934                 11,977               65,714
                                                     --------               --------             ----------           ----------
                Total
                                                      464,685                666,999              1,751,014            1,615,843

                                                     --------               --------             ----------           ----------
Loss before other income                             (402,791)              (634,051)            (1,604,537)          (1,546,562)
                                                     --------               --------             ----------           ----------


Other income - interest                                28,914                 63,695                110,645              197,478


Gain/Loss from disposal of business                   (66,251)                                      (66,251)


Other expenses                                       (489,228)                                     (525,228)
                                                     --------               --------             ----------           ----------

        Net other income/expense                     (526,565)                63,695               (480,834)             197,478
                                                     --------               --------             ----------           ----------

Net loss                                             (929,356)              (570,356)            (2,090,995)          (1,349,084)
                                                     ========               ========             ==========           ==========

Net loss per share:                                    ($0.38)                ($0.25)                ($0.89)              ($0.61)
                                                     ========               ========             ==========           ==========
Weighted average number of
  common shares outstanding:
                                                    2,424,396              2,324,110              2,361,181            2,194,113

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


                                      -4-
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.



                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                           JUNE 30, 1999       JUNE 30, 1998
                                                                           -------------       -------------
CASH FLOWS USED FOR OPERATING ACTIVITIES:
<S>                                                                         <C>                <C>
         Net loss                                                           ($2,090,995)       ($1,349,084)
         Adjustments to reconcile net loss to net
         Cash used in operating activities:
              Depreciation & amortization                                        41,049             38,975
              Amortization of discount on notes payable-bridge units                  0             31,764
              Common stock and warrants issued for services                     452,031              8,650

         Changes in:
              Prepaid expenses and other assets                                    (923)           (85,236)
              Accounts payable and accrued expenses                              54,289           (401,109)
              Other liabilities                                                 107,923               (708)
                                                                            -----------        -----------
              Net cash used in operating activities                          (1,436,626)        (1,756,748)
                                                                            -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Acquisition of property and equipment                                   (4,790)           (82,398)
         Notes receivable - Adatom                                             (250,000)
         Write off of obsolete equipment                                         27,822
                                                                            -----------        -----------

              Net cash used in investing activities                            (226,968)           (82,398)

CASH FLOWS FROM FINANCING ACTIVITIES:

         Decrease in restricted cash                                                                85,000
         Principal payments on notes payable-bridge units                                       (2,300,000)
         Net change in notes payable-banks                                                        (103,600)
         Principal payments on obligation under capital lease                   (46,360)           (39,899)
         Net proceeds from private stock transactions                                                  100
         Net proceeds from initial public offering                                               8,747,714
                                                                            -----------        -----------
              Net cash used in financing activities                             (46,360)         6,389,315
                                                                            -----------        -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                    (1,709,954)         4,550,169

Cash and cash equivalents - beginning of period                               4,040,449            147,350
                                                                            -----------        -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                    $2,330,495         $4,697,519
                                                                            ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         Cash paid for:
              Interest                                                          $11,977           $171,372

</TABLE>

                                       -5-

<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (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, 1998
audited  financial  statements  filed on Form  10-KSB  with the  Securities  and
Exchange Commission on December 29, 1998.  Operating results for the nine months
ended June 30, 1999 are not  necessarily  indicative  of the results that may be
expected for the year ending September 30, 1999.

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").

On July 1, 1999,  HealthCore  Medical  Solutions,  Inc., a Delaware  corporation
("HealthCore"),  and Adatom,  Inc.,  a  privately  held  California  corporation
("Adatom"),   entered  into  an  Agreement  and  Plan  of  Merger  (the  "Merger
Agreement"),  under which  Adatom will be merged with and into  HealthCore  (the
"Merger"),  with  HealthCore  being  the  surviving  corporation  under the name
Adatom.com,  Inc. (the  "Surviving  Corporation").  All existing  Class A common
stock and warrants of  HealthCore  will remain  outstanding.  The Class B common
stock  of  HealthCore  will be  eliminated  and  the  Class A  common  stock  of
HealthCore will be retitled as common stock.  Adatom  stockholders  will receive
common stock of the Surviving  Corporation  representing  approximately 77.5% of
the Surviving Corporation subject to adjustment in certain circumstances.

Consummation  of the  Merger is  subject  to a number of  conditions  including,
without limitation, approval of the Merger by the stockholders of HealthCore and
Adatom,  and sale or liquidation of the healthcare  discount  benefits  business
operated by HealthCore.

To satisfy the condition to consummation of the Merger that HealthCore liquidate
or sell its  discount  healthcare  business,  on July 28, 1999  HealthCore  sold
certain of its assets related to its discount  healthcare business to Randolph &
Associates,   Inc.,  a  Texas  corporation  ("Randolph")  and  discontinued  the
operation of its healthcare discount benefits business. The assets sold included
membership contracts,  network access agreements,  broker contracts,  a computer
hardware lease, certain other miscellaneous  contracts,  furniture and fixtures,
software and trade names.  Randolph agreed to assume performance of HealthCore's
obligations  under the  assigned  contracts  as of August 1, 1999.  The purchase
price for the purchase of the assets was $4,090.64 in cash,  the assumption of a
computer  hardware  lease for  $45,909.36  and the  assumption  of  HealthCore's
obligations  under the other  assigned  contracts  arising on or after August 1,
1999  together  with all refund  obligations  due Members  requested on or after
August 1, 1999 (regardless of the date(s) to which such refunds relate).

                                      -6-
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)

The Networks  with which the Company  maintained  contracts as of August 1, 1999
comprised an aggregate of approximately 450,000  participating  Providers of eye
care, dental, hearing, pharmacy, physical and occupational therapy, chiropractic
benefits,   hospital  and  physician  services  and  retail  consumer  purchases
throughout the United States. Members can access the Networks through the use of
discount  membership cards. These discount  membership cards have been 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
cards 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.


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 after the  expiration of the guarantee  period
which the card sale is billed. Annual card sales are recognized ratably over the
term of the membership. The Company currently offers a full money-back guarantee
to Members who are not satisfied with the HealthCare Solutions Card.

                                      -7-
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)

[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 F).

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] 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  172,500 shares of Class A common stock
at prices  ranging  from  $.875 per share to $5.00  per  share.  Of the  options
granted,  15,000 have been  forfeited  by  resignation  of the  grantees and are
available  for  future  grants.   The  remaining  157,500  options  granted  and
outstanding will fully vest during the period from August 1997 through June 2001
and will expire ten years from the date of grant.

                                      -8-
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)


NOTE D - CAPITAL STOCK (CONTINUED)

[2] 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.

[3] COMMON AND PREFERRED STOCK:

The  shares  authorized  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.

Prior to the  execution  of a  non-binding  letter of intent on April 27,  1999,
relative  to the  Adatom,  Inc.  merger  the  Company  employed  Polan  under an
employment agreement (the "Employment Agreement") expiring on November 30, 2000,
providing for an annual base salary of two hundred thousand  ($200,000) dollars,
together with other compensation and benefits.  The Employment Agreement made no
provision for the  termination  thereof  without  cause.  In  furtherance of the
transaction  contemplated  by the letter,  by letter  amendment  dated April 27,
1999, the Employment Agreement was amended to provide the Company with the right
to terminate  the  Employment  Agreement at any time,  without  cause,  upon the
expiration of one hundred  twenty (120) days following the date of the execution
of the letter  amendment,  whereupon the Company will pay to Polan the lesser of
(a) one hundred fifty thousand ($150,000) dollars, or (b) sixty (60%) percent of
the present value of the remaining compensation and benefits due under the terms
of the employment agreement on the date of its termination. In consideration for
the  amendment,  the Company issued Polan 165,000 shares of Class A Common Stock
of the Company.

On April 27, 1999,  the Company  engaged  Jesup & Lamont as exclusive  financial
adviser to the  Company in  connection  with the  Merger,  and as the  Company's
exclusive placement agent with respect to a contemplated  private placement (the
"Placement")  of  approximately  six  million  ($6,000,000)  dollars  in  equity
securities of the Company following the consummation of the Merger, the Company,
pursuant to the terms of an engagement  letter (the  "Engagement  Letter") among
the  Company,  Adatom,  and Jesup & Lamont.  As partial  consideration  for such
services, the Company has agreed to issue to Jesup & Lamont (a) upon the signing
of the Engagement  Letter,  five-year  warrants to purchase two hundred thousand
(200,000) shares of the Class A Common Stock of the Company at an exercise price
of one ($1.00) per share (one hundred thousand  (100,000),  of which vested upon
the execution of the Engagement  Letter,  and the remaining one hundred thousand
(100,000)  to vest only  upon the  closing  of the  Merger),  and (b)  five-year
warrants  to  purchase  up to ten (10%)  percent of the  securities  sold in the
Placement at an exercise  price equal to the price at which the  securities  are
sold in the Placement.

NOTE E - INCOME TAXES

The Company's  deferred tax asset as of September 30, 1998 represented a benefit
from net operating loss carryforward of $1,504,500.  This deferred tax asset has
been reduced by a valuation allowance of $1,504,500 since the future realization


                                      -9-
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)


of such tax benefit is not presently determinable. As of September 30, 1998, the
Company  had a net  operating  loss  carryforward  of  approximately  $3,946,000
expiring  in 2012 and  2018.  As a result  of the  IPO,  usage of  approximately
$2,000,000 of this net operating loss  carryforward is limited to  approximately
$789,000 per year.

NOTE F - INITIAL PUBLIC OFFERING

On October 17 1997,  the Company,  in its IPO, sold 1,760,000  units.  Each unit
consists  of one share of Class A common  stock and one  redeemable  warrant  to
purchase a share of Class A common stock at $6.50,  expiring  October  2002.  On
November 10, 1997,  the  underwriter  executed its option to sell an  additional
264,000  shares of the  Company's  common  stock.  Proceeds from the IPO, net of
expenses of $1,745,000, approximated $8,355,000. In connection with the IPO, the
underwriter  was granted an option to purchase up to 176,000  units at $6.00 per
unit and a director was granted a warrant to purchase 15,000 shares at $5.00 per
share.

Upon consummation of the Company's initial public offering, certain shareholders
deposited  900,000  shares of common stock (the "Escrow  Shares") 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.

As of June 30,  1999,  the Company  did not attain the income  level nor did the
stock price meet or exceed the per share value  necessary for the release of the
escrow shares.

 NOTE G - NOTE RECEIVABLE FROM ADATOM, INC.:

On April 28, 1999 a note in the value of $250,000 was executed with Adatom, Inc.
The note is  payable  on demand  90 days  after the  termination  of the  merger
agreement should that agreement be terminated.

                                      -10-
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS


RECENT DEVELOPMENTS.

On July 1, 1999,  HealthCore  Medical  Solutions,  Inc., a Delaware  corporation
("HealthCore"),  and Adatom,  Inc.,  a  privately  held  California  corporation
("Adatom"),   entered  into  an  Agreement  and  Plan  of  Merger  (the  "Merger
Agreement"),  under which  Adatom will be merged with and into  HealthCore  (the
"Merger"),  with  HealthCore  being  the  surviving  corporation  under the name
Adatom.com,  Inc. (the  "Surviving  Corporation").  All existing  Class A common
stock and warrants of  HealthCore  will remain  outstanding.  The Class B common
stock  of  HealthCore  will be  eliminated  and  the  Class A  common  stock  of
HealthCore will be retitled as common stock.  Adatom  stockholders  will receive
common stock of the Surviving  Corporation  representing  approximately 77.5% of
the  Surviving  Corporation  subject to  adjustment  in  certain  circumstances.
Consummation  of the  Merger is  subject  to a number of  conditions  including,
without limitation, approval of the Merger by the stockholders of HealthCore and
Adatom,  and sale or liquidation of the healthcare  discount  benefits  business
operated by HealthCore.

To satisfy the condition to consummation of the Merger that HealthCore liquidate
or sell its  discount  healthcare  business,  on July 28, 1999  HealthCore  sold
certain of its assets related to its discount  healthcare business to Randolph &
Associates,   Inc.,  a  Texas  corporation  ("Randolph")  and  discontinued  the
operation of its healthcare discount benefits business. The assets sold included
membership contracts,  network access agreements,  broker contracts,  a computer
hardware lease, certain other miscellaneous  contracts,  furniture and fixtures,
software and trade names.  Randolph agreed to assume performance of HealthCore's
obligations  under the  assigned  contracts  as of August 1, 1999.  The purchase
price for the purchase of the assets was $4,090.64 in cash,  the assumption of a
computer  hardware  lease for  $45,909.36  and the  assumption  of  HealthCore's
obligations  under the other  assigned  contracts  arising on or after August 1,
1999  together  with all refund  obligations  due Members  requested on or after
August 1, 1999 (regardless of the date(s) to which such refunds relate).

While the Company expects to complete the Merger in the next several months, the
Company cannot assure that it will be completed in a timely manner or at all. In
the event the  Merger is not  consummated,  the  Company  intends  to seek other
merger candidates.

GENERAL.

         THE FOLLOWING  DISCUSSION  RELATES TO THE BUSINESS THAT  HEALTHCORE HAS
OPERATED SINCE 1995. AS A CONDITION OF THE MERGER,  IN JULY 1999 HEALTHCORE SOLD
THIS BUSINESS.  APPROVAL OF THE MERGER AGREEMENT CONSTITUTES RATIFICATION OF THE
SALE OF THIS BUSINESS.

The Company  developed,  marketed and  administered a benefit  services  program
designed  to enable  members to obtain  discounts  on  purchases  of medical and
consumer  products and  services  through  networks of providers  with which the
Company has executed  provider  agreements.  The Company offered three products:
The  HealthCare   Solutions  card,  offering  discounts  for  ancillary  medical
services;  the Medical  Solutions  Card,  providing  discounts on major  medical
expenses: and the Saving Solutions Card, offering discounts on ancillary medical
and consumer purchases.

The  Company's  revenues  were  derived  from the  receipt  of annual or monthly
enrollment  fees  paid by or on  behalf  of  Members  for the  right  to  obtain
discounts from  providers  in the  Networks. The Company  received a significant


                                      -11-
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)


portion of its revenue 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, are recognized in the monthly  periods for which
they are billed. Since the initial cost of delivering the cards to the customers
is incurred and expensed in the first month,  the gross profit  associated  with
each new  individual  card issued was 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 were subject to the same costs of issuance,  this twelve-month
pattern of lower gross profits in the first month continued for renewal periods.

In those instances when a sale of the Company's discount cards is collected as a
single annual fee, the Company recognized 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
commission,  provider  fees, and an provision for  cancellations  from potential
guarantee-related  refunds, are incurred by the Company at the time of sale. The
Company  incurred  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 was 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 offered a money-back
guarantee to Members who,  within ninety days or after twelve months  (depending
on the product),  are not  satisfied  with the discount card and the Company has
established reserves therefor.

         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
THREE MONTHS  ENDED JUNE 30, 1999  COMPARED TO THREE MONTHS ENDED JUNE 30, 1998.
Operating  revenues  for the quarter  ended June 30,  1999 (the "1999  Quarter")
increased by approximately 88% from approximately  $33,000 for the quarter ended
June 30, 1998 (the "1998 Quarter") to approximately  $62,000.  Operating revenue
for the 1999 Quarter  includes income  recognition of  approximately  $11,000 in
annual membership fees received in prior quarters that were deferred until after
the expiration of the money back guarantee period. The deferred revenue is being
deferred as a result of a Securities and Exchange  Commission  ("SEC")  position
that income  cannot be  recognized  until after the  expiration of the guarantee
period and income from annual contracts must be recognized ratably over the life
of the  membership.  The overall  increase  in revenue is a result of  increased
sales and marketing efforts to promote the Company's products.  Selling, general
and  administrative  expenses  decreased by approximately 35% from approximately
$638,000 in the 1998 Quarter to approximately  $416,000 in the 1999 Quarter. The
decrease was due  primarily  to the  termination  of the  internal  sales force.
Interest expense  decreased by approximately 51% from  approximately  $9,000 for
the 1998 Quarter to  approximately  $4,000 for the 1999 Quarter due to decreased
interest  costs  on  a  current  equipment  lease.   Interest  income  decreased
approximately   55%  from   approximately   $64,000  for  the  1998  Quarter  to
approximately $29,000 for the 1999 Quarter due to decreased investments effected
by corporate needs. The loss from disposal of business of approximately  $66,000
represents  an accrual of  anticipated  costs  arising from the sale of the core
business to Randolph & Associates  (see Recent  Developments).  Other expense in
the 1999  Quarter  reflects  (i) write off of  obsolete  and  salvaged  computer
equipment,  (ii)  write  off of a bad  debt  from  prior  year  owed by a former
officer,  (iii) stock  warrants  issued to a former  employee in  settlement  of
acquiring proprietary  software,  and (iv) the market value of 165,000 shares of
common  stock  awarded to Neal  Polan,  Chairman  in partial  settlement  of his
employment  agreement with HealthCore  Medical  Solutions  related to the Adatom
merger. Net loss increased by approximately 63% from approximately  $570,000 for
the 1998 Quarter to  approximately  $929,000 for the 1999 Quarter as a result of
the foregoing factors.


                                      -12-
<PAGE>
                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)

NINE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 1998.
Operating  revenues  for the nine  months  ended  June 30,  1999 (the "1999 Nine
Months") increased by approximately 111% from approximately $69,000 for the nine
months ended June 30, 1998 (the "1998 Nine Months") to  approximately  $146,000.
Operating  revenue  for the 1999  Nine  Months  does not  include  approximately
$42,000 in annual  membership  fees received that were deferred  until after the
expiration of the money back guarantee  period.  In addition,  operating  income
does include recognition of approximately $20,000 in revenues that were deferred
from Fiscal Year 1998. The deferred  revenue is being deferred as a result of an
SEC position that income cannot be recognized  until after the expiration of the
guarantee  period and income from annual  contracts  must be recognized  ratably
over the life of the membership. The overall increase in revenue was a result of
increased  sales and  marketing  efforts  to  promote  the  Company's  products.
Selling,  general and administrative expenses increased by approximately 8% from
approximately  $1,504,000 in the 1998 Nine Months to approximately $1,628,000 in
the 1999 Nine  Months.  The  increase  was due  primarily  to  management  level
staffing increases in the sales,  marketing and customer service departments and
increased program development costs. Interest expense decreased by approximately
82% from approximately $66,000 for the 1998 Nine Months to approximately $12,000
for the 1999 Nine Months due to the  completion  of the bridge  financing in the
1998 Nine Months and the  repayment of the notes issues in the bridge  financing
in October 1997. Interest income decreased  approximately 44% from approximately
$197,000  for the 1998 Nine Months to  approximately  $111,000 for the 1999 Nine
Months due to decreased  investments  effected by corporate needs. Other expense
(in addition to the entries made in the 3rd quarter,  see above),  also included
additional  settlement  costs related to  proprietary  software  purchase from a
former employee.  Net Loss increased 55% from  approximately  $1,349,000 for the
1998  Nine  Months to  approximately  $2,091,000  for the 1999 Nine  Months as a
result of the foregoing factors.


LIQUIDITY AND CAPITAL RESOURCES.
The Company utilizes capital resources  primarily for general corporate purposes
and to support  anticipated growth. As of June 30, 1999, the Company had working
capital of  approximately  $2,444,000  including  cash and cash  equivalents  of
approximately $2,330,000.

Net cash used in operating activities was approximately  $1,437,000 for the 1999
Nine Months compared to approximately  $1,756,000 for the 1998 Nine Months.  Net
cash used in  investing  activities  was  approximately  $227,000  for 1999 Nine
Months compared to approximately $82,000 for the 1998 Nine Months. Net cash used
in investing  activities includes a Notes Receivable to Adatom that was executed
on April 28th and is payable  upon demand 90 days after the  termination  of the
merger agreement should that agreement be terminated.


The Company realized net proceeds of approximately $8,748,000 in connection with
its IPO which was  completed  in  November  1997 in which it sold to the  public
2,024,000  units at $5.00  per unit  (which  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 at any time until October  2002),  of
which approximately  $2,300,000 was utilized to repay the Bridge Notes issued in
the  Bridge   Financing   which  was  completed  in  February  and  March  1997,
approximately  $104,000 was utilized in repayment of other notes  payables,  and
approximately  $54,000  was  used in  principal  payments  under  capital  lease
obligations.

YEAR 2000 COMPLIANCE.
Certain  aspects of the  Company's  business,  including  its  customer  service
capabilities,  the Company's ability to timely pay brokers their commissions and
pay network  providers  their  fees,  are  dependent  upon the ability to store,
retrieve,  process  and  manage  data  and to  maintain  and  upgrade  the  data
processing system the Company currently relies on. Although the Company believes
that it has established appropriate safeguard  mechanisms,  interruption of data


                                      -13-
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)

processing  capabilities  for any extended  period of time, loss of stored data,
programming  errors or other computer problems may affect its ability to attract
and  retain  brokers  and  networks,  which in turn may  negatively  affect  its
business.  The  Company  can not assure  that it will not  experience  problems,
delays or unanticipated  costs in the use of its current system.  For additional
disclosure  about Year 2000  issues  related to the  Company  see the  Company's
Annual Report on Form 10-KSB for the year ended September 30, 1998.

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 Neal J. Polan 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.

It is  anticipated  that in the event the  proposed  transaction  with Adatom is
consummated,  the Company  expects to exchange  the escrow  shares for shares of
Class A  common  stock at an  exchange  rate of less  than one  share of Class A
common stock for each escrow share.

                                      -14-
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)


                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the 1999 quarter,  the Company (i) granted an aggregate of 30,000 options
to two  directors  of the Company at an  exercise  price of $1.09 per share (the
fair market  value of the Class A Common  Stock on the date of grant)  under the
Company's 1997 Stock Option Plan,  which options vested on the date of grant and
(ii) issues a warrant to purchase  12,500  shares of Class A common  Stock at an
exercise price of $1.0625 per share (the fair market value of the Class A common
stock on the date of issuance) to a former employee of the Company in settlement
of acquiring proprietary software.

Prior to the  execution  of a  non-binding  letter of intent on April 27,  1999,
relative  to the  Adatom,  Inc.  merger  the  Company  employed  Polan  under an
employment agreement (the "Employment Agreement") expiring on November 30, 2000,
providing for an annual base salary of two hundred thousand  ($200,000) dollars,
together with other compensation and benefits.  The Employment Agreement made no
provision for the  termination  thereof  without  cause.  In  furtherance of the
transaction  contemplated  by the letter,  by letter  amendment  dated April 27,
1999, the Employment Agreement was amended to provide the Company with the right
to terminate  the  Employment  Agreement at any time,  without  cause,  upon the
expiration of one hundred  twenty (120) days following the date of the execution
of the letter  amendment,  whereupon the Company will pay to Polan the lesser of
(a) one hundred fifty tousand ($150,000)  dollars, or (b) sixty (60%) percent of
the present value of the remaining compensation and benefits due under the terms
of the employment agreement on the date of its termination. In consideration for
the amendment, the Company issued Plan 165,000 shares of Class A Common Stock of
the Company.

On April 27, 1999,  the Company  engaged  Jesup & Lamont as exclusive  financial
adviser to the  Company in  connection  with the  Merger,  and as the  Company's
exclusive placement agent with respect to a contemplated  private placement (the
"Placement")  of  approximately  six  million  ($6,000,000)  dollars  in  equity
securities of the Company following the consummation of the Merger, the Company,
pursuant to the terms of an engagement  letter (the  "Engagement  Letter") among
the  Company,  Adatom,  and Jesup & Lamont.  As partial  consideration  for such
services  the Company has agreed to issue to Jesup & Lamont (a) upon the signing
of the Engagement  Letter,  five-year  warrants to purchase two hundred thousand
(200,000) shares of the Class A Common Stock of the Company at an exercise price
of one ($1.00) per share (one hundred thousand  (100,000),  of which vested upon
the execution of the Engagement  Letter,  and the remaining one hundred thousand
(100,000)  to vest only  upon the  closing  of the  Merger),  and (b)  five-year
warrants  to  purchase  up to ten (10%)  percent of the  securities  sold in the
Placement at an exercise  price equal to the price at which the  securities  are
sold in the Placement.

The above transactions were private transactions not involving a public offering
and were exempt from the registrations  provisions of the Securities Act of 1933
under Section 4(2) or Regulation D of the Securities Act. The sale of the shares
contain a restrictive  legend  permitting the transfer of such  securities  only
upon registration of the shares or an exemption under the Securities Act.

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 on share of Class
A Common Stock per unit issued in the UPO were  registered  under a registration
statement on Forms SB-2 (File No. 333-28233) which was declared effective by the
Securities and Exchange Commission on October 14, 1997

ITEM 5. OTHER INFORMATION.

See  "Part  I - Item  2.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations - Recent  Developments"  for a discussion of
the merger agreement between the Company and Adatom dated as of July 1, 1999 and
the  Company's  July 28,  1999 sale of  certain  of its  assets  related  to its
discount healthcare business to Randolph & Associates, Inc., a Texas corporation
("Randolph")  and  discontinuance  of the operation of its  healthcare  discount
benefits business.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
---------------------------------------

(a)       Exhibits

     NO.                          DESCRIPTION
     ---                          -----------

     2           Merger Agreement dated as of July 1, 1999 between HealthCore
                   and Adatom (1)
     2.1         Asset Purchase Agreement dated July 28, 1999, between
                   HealthCore and Randolph (2)
     27          Financial Data Schedule
     99          Press release dated July 1, 1999 (1)
     99.2        Press release, dated July 30, 1999 (2)
          (1)     Filed as same numbered exhibit on the Company's Current Report
                  on Form 8-K filed with the Securities and Exchange  Commission
                  on July 9, 1999 and incorporated herein by reference thereto.
          (2)     Filed as same numbered exhibit on the Company's Current Report
                  on Form 8-K filed with the Securities and Exchange  Commission
                  on  August  12,  1999 and  incorporated  herein  by  reference
                  thereto.
(b)       Reports on Form 8-K.

A report on Form 8-K was filed on May 3, 1999 reporting information under Item 2
of Part I and Item 5 of Part II of this Report.

                                      -15-
<PAGE>
                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)


                                   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



Date: August 13, 1999


                                      -16-
<PAGE>


NO.                                          DESCRIPTION
---                                          -----------

2               Merger Agreement dated as of July 1, 1999 between HealthCore and
                  Adatom (1)
2.1             Asset Purchase Agreement dated July 28, 1999, between HealthCore
                  and Randolph (2)
27              Financial Data Schedule
99              Press release dated July 1, 1999 (1)
99.2            Press release, dated July 30, 1999 (2)
---------------------------------------
(1)      Filed as same numbered exhibit on the Company's  Current Report on Form
         8-K filed with the Securities  and Exchange  Commission on July 9, 1999
         and incorporated herein by reference thereto.
(2)      Filed as same numbered exhibit on the Company's  Current Report on Form
         8-K filed with the  Securities  and Exchange  Commission  on August 12,
         1999 and incorporated herein by reference thereto.

                                      -17-