Amendment No. 1

                        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.

EXPLANATORY NOTE: Amends certain  previously-filed  information.  No other items
                  have been amended.

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



                                      -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)            (1,604,536)          (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)                                     (530,853)
                                                     --------               --------             ----------           ----------

        Net other income/expense                     (526,565)                63,695               (486,459)             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>




                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the Registrant has duly caused this amended 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: September 27, 1999


                                      -11-