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

                     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, 1998

                                       or

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

                           Commission File No. 0-22947

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


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


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


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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to the filing requirements for the past 90 days. YES [X] NO [_]

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

As of August 13, 1998, 3,018,000 shares of Class A Common Stock, $.01 par value,
and 216,000 shares of Class B Common Stock, $.01 par value, of the registrant
were issued and outstanding.

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

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

<PAGE>



                                TABLE OF CONTENTS

ITEM                                                                       PAGE
----                                                                       ----
 
                                     PART I.

                              FINANCIAL INFORMATION

 Item 1.  Financial Statements (unaudited)

            Balance Sheet as of June 30, 1998 .............................  3
            Statement of Operations for the quarter and nine months
                ended June 30, 1998 and 1997 ..............................  4
            Statement of Cash Flows for the nine months
                ended June 30, 1998 and 1997 ..............................  5
            Notes to the Financial Statements..............................  6

Item 2.  Management's Discussion and Analysis .............................  9



                                    PART II.

                                OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds.......................... 12

Item 5. Other Information.................................................. 12

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

SIGNATURES ................................................................ 14


                                                                        Page 2

<PAGE>



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

                                  BALANCE SHEET
                                   (unaudited)

ASSETS                                                            June 30, 1998
Current assets:                                                   -------------
  Cash and cash equivalents ..................................     $ 4,697,519
  Prepaid expenses and other current assets ..................         194,365
                                                                   -----------
     Total current assets ....................................       4,891,884
                                                                   -----------
Property and equipment, net ..................................         219,054
Other assets .................................................           1,070
                                                                   -----------
                                                                       220,124
                                                                   -----------
     TOTAL ...................................................     $ 5,112,008
                                                                   ===========
LIABILITIES
Current liabilities:
  Accounts payable and accrued expenses ......................     $   144,813
  Current portion of obligation under capital lease ..........          60,142
                                                                   -----------
     Total current liabilities ...............................         204,955
Obligation under capital lease ...............................          36,146
                                                                   -----------
     Total Liabilities .......................................         241,101
                                                                   -----------
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 3,018,000 shares ................          30,180
    Class B, authorized, 216,000 shares;
      issued and outstanding 216,000 shares ..................           2,160
    Additional paid-in capital ...............................      10,755,932
    Accumulated deficit ......................................      (5,917,365)
                                                                   -----------
          Total shareholders' equity .........................       4,870,907
                                                                   -----------
          TOTAL ..............................................     $ 5,112,008
                                                                   ===========


See notes to financial statements                                       Page  3


<PAGE>

<TABLE>
<CAPTION>

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

                          STATEMENT OF OPERATIONS
                                (unaudited)

                                                                    Three Months Ended                     Nine Months Ended
                                                              --------------------------------     --------------------------------
                                                              June 30, 1998      June 30, 1997     June 30, 1998     June 30, 1997
                                                              -------------      -------------     -------------     --------------
<S>                                                            <C>                <C>                <C>                <C>
Sales ..................................................       $    32,948        $         0        $    69,281        $         0
Cost of sales ..........................................            20,460                  0             46,184                  0
                                                               -----------        -----------        -----------        -----------
Gross margin ...........................................            12,488                  0             23,097                  0
                                                               -----------        -----------        -----------        -----------
S, G & A expenses:
  Selling and marketing ................................           264,125            182,306            523,692            251,731
  General and administrative ...........................           373,480            335,312            980,253          1,418,389
                                                               -----------        -----------        -----------        -----------
Total S, G & A expenses ................................           637,605            517,618          1,503,945          1,670,120
                                                               -----------        -----------        -----------        -----------
Net (loss) from operations .............................          (625,117)          (517,618)        (1,480,848)        (1,670,120)
Non-operating income (expense):
  Interest income ......................................            63,695             13,686            197,478             19,408
  Interest expense .....................................            (8,934)          (373,951)           (65,714)          (534,006)
                                                               -----------        -----------        -----------        -----------
Total non-operating income (expense) ...................            54,761           (360,265)           131,764           (514,598)
                                                               -----------        -----------        -----------        -----------
NET LOSS ...............................................       ($  570,356)       ($  877,883)       ($1,349,084)       ($2,184,718)
                                                               ===========        ===========        ===========        ===========
NET LOSS PER SHARE:
  BASIC AND DILUTED ....................................       ($     0.25)       ($     2.93)       ($     0.61)       ($     7.93)
                                                               ===========        ===========        ===========        ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
  BASIC AND DILUTED ....................................         2,324,110            300,000          2,194,113            275,494
                                                               ===========        ===========        ===========        ===========

</TABLE>

See notes to financial statements                                       Page  4
 
<PAGE>

<TABLE>
<CAPTION>


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

                             STATEMENT OF CASH FLOWS
                                   (unaudited)

                                                                        Nine Months Ended
                                                                   ----------------------------
                                                                   June 30, 1998  June 30, 1997
                                                                   -------------  -------------
<S>                                                                <C>            <C> 
CASH FLOWS USED FOR OPERATING ACTIVITIES:
  Net loss .....................................................   ($1,349,084)   ($2,184,718)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation and amortization .............................        38,975         36,741
     Amortization of discount on notes payable-bridge units ....        31,764        437,857
     Common stock issued for services ..........................         8,650        372,290
     Write down of worthless equipment .........................                       32,865
  Changes in:
     Prepaid expenses and other assets .........................       (85,236)      (104,929)
     Accounts payable and accrued expenses .....................      (401,109)       182,021
     Other liabilities .........................................          (708)        (5,661)
                                                                   -----------    -----------
         Net cash used in operating activities .................    (1,756,748)    (1,233,534)
                                                                   -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property and equipment ........................       (82,398)       (30,747)
                                                                   -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  (Decrease) in bank overdraft .................................                       (9,914)
  Decrease in restricted cash ..................................        85,000
  Issurance of notes payable-bridge units ......................                    1,695,323
  Principal payments on notes payable - bridge units ...........    (2,300,000)
  Net change in notes payable - banks ..........................      (103,600)        47,300
  Principal payments on obligation under capital lease .........       (39,899)        (3,342)
  Net change in notes payable - related parties ................                        3,731
  Net proceeds from private stock transactions .................           100         10,150
  Net proceeds from initial public offering ....................     8,747,714
  Net proceeds from issuance of warrants .......................                      305,677
  Deferred offering costs ......................................                     (116,441)
                                                                   -----------    -----------
         Net cash provided by financing activities .............     6,389,315      1,932,484
                                                                   -----------    -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS ......................     4,550,169        668,203
Cash and cash equivalents - beginning of period ................       147,350              0
                                                                   -----------    -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD ......................   $ 4,697,519    $   668,203
                                                                   ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for:
     Interest ..................................................   $   171,372    $    15,397

</TABLE>



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

See notes to financial statements                                      Page  5


<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1998
                                   (UNAUDITED)

NOTE A - THE COMPANY AND BASIS OF PRESENTATION

GENERAL

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

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

HealthCore was organized as a Delaware corporation in February 1997 as a
business successor to MegaVision, L.C. ("MegaVision"). The Company is an early
stage enterprise organized to develop, market and administer a health care
benefit services program which is designed to enable participants ("Members") to
obtain discounts on purchases of ancillary health care products and services
through certain networks ("Networks") of health care providers ("Providers").
The Networks with which the Company currently maintains contracts comprise an
aggregate of approximately 78,000 participating Providers of eye care, dental,
hearing, pharmacy, physical and occupational therapy and chiropractic benefits
throughout the United States. Members can access the Networks through the use of
a discount membership card (the "HealthCare Solutions Card"). The HealthCare
Solutions Card is currently being marketed, directly and through independent
brokers, insurance agents and consumer marketing organizations, to individuals
and to employers, health maintenance organizations and businesses and other
associations who may either purchase the HealthCare Solutions Card for, or offer
it to, their employees or members.

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

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

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] CASH AND CASH EQUIVALENTS:

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

[2] MANAGEMENT ESTIMATES:

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

                                                                        Page 6


<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1998
                                   (UNAUDITED)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[3] REVENUE AND COST OF SALES RECOGNITION:

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

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

[4] PROPERTY AND EQUIPMENT:

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

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

[5] NET LOSS PER SHARE:

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

                                                                          Page 7


<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1998
                                   (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.

NOTE E - INCOME TAXES

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

NOTE F - INITIAL PUBLIC OFFERING

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

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

                                                                         Page 8

<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

GENERAL

     The Company is an early stage enterprise organized to develop, market and
administer a health care benefit services program which is designed to enable
Members to obtain discounts on purchases of ancillary health care products and
services through Networks of health care providers with which the Company has
executed provider agreements. The Company's initial revenues, substantially all
of which have been received in the nine months ended June 30, 1998, have been
derived principally from the receipt of annual or monthly enrollment fees paid
by or on behalf of Members for the right to obtain discounts at the point of
purchase from providers in the Networks. The Company currently anticipates that
a significant portion of its future revenue will be received in the form of
monthly bank drafts and monthly payroll deductions made by employers on behalf
of their employees. Accordingly, all monthly payment sales and their
corresponding expenses, including sales commissions and provider fees, will be
recognized in the monthly periods for which they are billed. However, since the
initial cost of delivering the cards to the Company's customers will be incurred
and expensed in the first month, the gross profit associated with each new
individual card issued will be lower in the month of issuance than in the
remaining eleven months prior to the card's expiration date. In addition, since
all renewal cards will be subject to the same costs of issuance, this twelve
month pattern of lower gross profits in the first month will likely continue for
any renewal periods.

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

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

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

RESULTS OF OPERATIONS

     QUARTERS ENDED JUNE 30, 1997 AND 1998. Operating revenues for the quarter
ended June 30, 1998 (the "1998 Quarter") were approximately $33,000 compared to
$0 for the quarter ended June 30, 1997 (the "1997 Quarter"). This revenue is the
result of the Company's recent initiation of sales and marketing activities and
the resultant sales of the HealthCare Solutions Card to cardholders who
purchased a HealthCare Solutions Card during the 1998 Quarter.

     Selling, general and administrative expenses increased by 23% from
approximately $518,000 in the 1997 Quarter to approximately $637,000 in the 1998
Quarter primarily as a result of (i) a non-recurring, non-cash charge in the
1998 Quarter of approximately $9,000 relating to the fair market value
adjustment of 10,000 shares of capital stock issued at a purchase price of $.01
per share to the newly-hired President of the Company; (ii) an increase of
approximately $43,000 in consulting and professional fees; (iii) an increase of
approximately $70,000 resulting from an increase in the number of
management-level, marketing and sales employees at the Company and (iii) a net
decrease of approximately $2,000 in other expenses.

                                                                         Page 9

<PAGE>


     Interest expense decreased from approximately $374,000 in the 1997 Quarter
to approximately $9,000 in the 1998 Quarter primarily as a result of (i) accrued
interest of approximately $58,000 recorded in the 1997 Quarter on certain notes
(the "Bridge Notes") issued in a bridge financing completed in February and
March 1997 (the "Bridge Financing"); (ii) accretion of the discount related to
the Bridge Financing of approximately $310,000 in the 1997 Quarter and (iii) a
decrease of approximately $3,000 related to various other borrowings by the
Company. Interest income increased by approximately $50,000 primarily as a
result of short term investments of the balance of proceeds received by the
Company from the Bridge Financing and the net proceeds received by the Company
from the completion of its IPO in October and November, 1997.

     Net loss decreased by approximately 35% from approximately $878,000 in the
1997 Quarter to approximately $570,000 in the 1998 Quarter as a result of the
foregoing factors. Net loss per share decreased by approximately 91% from $2.93
in the 1997 Quarter to $0.25 in the 1998 Quarter as a result of the decrease in
net loss and the dilutive impact resulting from the completion of the Company's
IPO.

     NINE MONTHS ENDED JUNE 30, 1997 AND 1998. Operating revenues for the nine
months ended June 30, 1998 (the "1998 Nine Months") were approximately $69,000
compared to $0 for the nine months ended June 30, 1997 (the "1997 Nine Months").
This revenue is the result of the Company's recent initiation of sales and
marketing activities and the resultant sales of the HealthCare Solutions Card to
cardholders who purchased a HealthCare Solutions Card during the 1998 Nine
Months.

     Selling, general and administrative expenses decreased by 10% from
approximately $1,670,000 in the 1997 Nine Months to approximately $1,504,000 in
the 1998 Nine Months primarily as a result of (i) a decrease of approximately
$363,000 in non-recurring, non-cash charges relating to the fair market value
adjustment of certain shares of capital stock issued to three stockholders of
the Company; (ii) a decrease of approximately $198,000 in consulting and
professional fees; (iii) an increase of approximately $185,000 resulting from an
increase in the number of management-level, marketing and sales employees at the
Company and (iv) a net increase of approximately $210,000 in other expenses,
primarily marketing, incurred in connection with the development of the
HealthCare Solutions Card.

     Interest expense decreased from approximately $534,000 in the 1997 Nine
Months to approximately $66,000 in the 1998 Nine Months primarily as a result of
(i) a decrease in interest expense of approximately $66,000 on the Bridge Notes
repaid on October 17, 1997; (ii) a decrease in the accretion of the discount
related to the Bridge Financing of approximately $406,000 as a result of the
repayment of the Bridge Notes and (iii) an increase of approximately $4,000
related to various other borrowings by the Company. Interest income increased by
approximately $178,000 primarily as a result of short term investments of the
balance of proceeds received by the Company from the Bridge Financing and the
net proceeds received by the Company from the completion of its IPO in October
and November, 1997.

     Net loss decreased by approximately 38% from approximately $2,185,000 in
the 1997 Nine Months to approximately $1,349,000 in the 1998 Nine Months as a
result of the foregoing factors. Net loss per share decreased by approximately
92% from $7.93 in the 1997 Nine Months to $0.61 in the 1998 Nine Months as a
result of the decrease in net loss and the dilutive impact resulting from the
completion of the Company's IPO.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 1998, the Company had a working capital balance of
approximately $4,651,000. From its inception through October 14, 1997, the
Company funded its activities primarily through loans and capital contributions
from principal stockholders and private placements of equity and debt
securities.

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

                                                                        Page 10

<PAGE>



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

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

     The Company believes that its existing resources will provide the necessary
liquidity and capital resources to sustain its planned operations for
approximately 15 months. In the event that the Company's internal estimates
relating to its planned expenditures prove materially inaccurate, the Company
may be required to reallocate funds among its planned activities and curtail
certain planned expenditures. In any event, the Company anticipates that it will
likely require substantial additional financing after such time, which financing
could be in the form of equity or debt financing or money received in connection
with collaborative arrangements that may be entered into in the future. The
Company has no commitments for any future financing and there can be no
assurance as to the availability or terms of any required additional financing,
when and if needed. In the event that the Company fails to raise the funds it
requires, it may be necessary for the Company to significantly curtail its
activities or cease operations.

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

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

                                                                    Page 11

<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     In June 1998, the Company, as part of its compensation package to its new
President and Chief Operating Officer, David L. Mullikin, issued 10,000 shares
of Class A Common Stock of the Company at a purchase price of $.01 per share and
granted options to purchase 100,000 shares of Class A Common Stock of the
Company at an exercise price of $.875 per share (the market value of the Class A
Common Stock on the date of grant) under the Company's 1997 Stock Option Plan,
which options will vest over a three year period commencing May 11, 1999.

     In June 1998, the Company granted 10,000 options to a newly-hired officer
of the Company at an exercise price of $.875 per share (the market value of the
Class A Common Stock on the date of grant) under the Company's 1997 Stock Option
Plan, which options will vest over a three year period commencing May 31,
1999.

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

     During the quarter ended June 30, 1998, a portion of the net proceeds from
the IPO were used (i) to make principal and interest payments in the amount of
approximately $26,000 on a capital lease entered into in April 1997; (ii) to
purchase equipment in the amount of approximately $13,000 and (iii) for working
capital purposes in the amount of approximately $468,000. The remaining portion
of the net proceeds from the IPO and other available cash in the amount of
approximately $4,700,000 has been invested in short-term, interest-bearing,
investment grade securities.

ITEM 5. OTHER INFORMATION

     In May 1998, the Company appointed David L. Mullikin as President and Chief
Operating Officer of the Company. James H. Steinheider, formerly serving as both
Chief Financial Officer and Chief Operating Officer, has continued as the
Company's Chief Financial Officer. Prior to joining the Company, Mr. Mullikin
was the Chief Executive Officer of Blue-Advantage Plus, the Medicaid Managed
Care HMO of Blue Cross Blue Shield of Kansas City. Pursuant to a letter
agreement, Mr. Mullikin will receive an annual base salary of $150,000, plus a
performance related bonus of up to $30,000 at the discretion of the Board of
Directors. In addition, as part of Mr. Mullikin's compensation, Mr. Mullikin
received (i) 10,000 shares of Class A Common Stock of the Company at a purchase
price of $.01 per share, (ii) options to purchase 100,000 shares of Class A
Common Stock of the Company at an exercise price of $.875 per share (the market
value of the Class A Common Stock on the date of grant), which options will vest
over a three year period commencing on May 11, 1999 and (iii) certain medical,
retirement and other benefits.

     The Company intends to consolidate its operations by closing its office in
Springfield, Missouri and relocating the Company's information systems
operations to its executive offices in Grandview, Missouri. Such consolidation
is expected to be completed during the quarter ending September 30, 1998. As a
result of such consolidation, the Company expects to incur a non-recurring
charge relating to such consolidation. The Company is currently analyzing the
extent of the consolidation, and therefore, the Company has not yet estimated
the amount of such charge.

     Neal J. Polan, the Chairman and Chief Executive Officer of the Company,
devotes approximately 50% of his business time to other interests and
investments outside of the Company, some of which are or may be in the health
care services field. In the course of his activities, Mr. Polan may from time to
time be presented with various business opportunities in the health care
services industry. Mr. Polan may present certain of these opportunities to the
Company, although Mr. Polan has no agreement to do so and there can be no
assurance that any such opportunities will be presented to the Company. In
addition, the Company has entered into a one-year consulting agreement with
Practice Management, Inc. ("PMI"), whereby PMI will market the Company's
business to labor groups, managed care entities, preferred provider
organizations and third party administrators for an annual fee of $50,000. Mr.
Polan has entered into a separate agreement with PMI, whereby PMI has agreed, in
exchange for a one-time payment of $50,000, to present to Mr. Polan, in
preference to others, certain business opportunities; provided, that the
agreement between PMI and Mr. Polan provides that PMI shall be obligated to
first present to the Company, prior to Mr. Polan, any business opportunities
that may be appropriate for the Company. These arrangements and agreements may
give rise to certain conflicts of interest.



                                                                        Page 12

<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

         27  Financial Data Schedule

         (b) Reports on Form 8-K

                  None.

                                                                        Page 13

<PAGE>




                                   SIGNATURES

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



                                     HEALTHCORE MEDICAL SOLUTIONS, INC.



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



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

Date: August 13, 1998

                                                                        Page 14