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

                                   FORM 10-QSB

         [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934 FOR
                        THE QUARTER ENDED MARCH 31, 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 May 14, 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]

<PAGE>

                                TABLE OF CONTENTS


ITEM                                                                       PAGE
----                                                                       ----


                                     PART I.
                              FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

                  Balance Sheet as of March 31, 1999..... ..................3
                  Statement of Operations for the quarter and six months
                      ended March  31, 1999 and 1998.... ...................4
                  Statement of Cash Flows for the six months
                      ended March  31, 1999 and 1998.... ...................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>

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

                                  BALANCE SHEET
                                   (unaudited)
<TABLE>
<CAPTION>
            ASSETS                                                     March 31, 1999
                                                                       --------------
<S>                                                                     <C>         
                  Current Assets:
                  Cash & cash equivalents                               $  2,932,175
                  Prepaid expenses and other current assets             $    194,129
                                                                        ------------
                          Total current assets                          $  3,126,304
                                                                        ------------
                  Property and Equipment, net                           $    188,265
                  Other assets                                          $     15,570
                                                                        ------------
                                                                        $    203,835
                                                                        ------------
                                                     TOTAL              $  3,330,139


         LIABILITIES
         Current liabilities:
                  Accounts payable and accrued expenses                 $    142,414
                  Deferred income                                       $     53,062
                  Current portion-obligation under capital lease        $     57,871
                                                                        ------------
                                   Total current liabilities            $    253,346
                                                                        ------------
                                   Total liabilities                    $    253,346
                                                                        ------------

                         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                               $ 10,761,557
                Accumulated deficit                                      ($ 7,717,104)
                                                                         ------------
                              Total shareholders equity                  $  3,097,793
                                                                         ------------
                              TOTAL                                      $  3,330,139
                                                                         ============
</TABLE>

                                       3

<PAGE>

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

                             STATEMENT OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>
                                        Three Months Ended               Six Months Ended
                                  ------------------------------   ------------------------------
                                  March 31, 1999  March 31, 1998   March 31, 1999  March 31, 1998
                                  --------------  --------------   --------------  --------------
<S>                                   <C>            <C>            <C>            <C>        
Revenues:
         Membership revenues          $    54,681    $    22,417    $    84,584    $    36,333

Costs & Expenses:

         Costs of memberships              42,686         16,486         66,196         25,724

         Selling and marketing            253,696        176,401        471,835        259,567

         General and administrative       381,515        328,787        740,687        606,773

         Interest expense                   2,437          7,138          7,611         56,780
                                      -----------    -----------    -----------     ----------
                  Total                   680,334        528,812      1,286,326        948,844
                                      -----------    -----------    -----------     ----------

Loss before other income                 (625,653)      (506,395)    (1,201,745)      (912,511)
                                      -----------    -----------    -----------     ----------
Other income - interest                    36,716         71,229         81,731        133,783

Other expense                             (41,625)                      (41,625)
                                      -----------    -----------    -----------     ----------
         Net other income/expense          (4,909)        71,229         40,106        133,783

Net loss                                 (630,562)      (435,166)    (1,161,639)      (778,728)

Net loss per share: 
  (basic and dilutive)                   ($  0.27)      ($  0.19)      ($  0.50)      ($  0.37)
                                      ===========    ===========    ===========     ==========
Weighted average number of common shares outstanding:


                                        2,334,000      2,324,000      2,334,000      2,129,150
</TABLE>

SEE NOTES TO FINANICAL STATEMENTS

                                                 4



<PAGE>

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

                            Statements of Cash Flows
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                               Six Months Ended
                                                                       March 31, 1999    March 31, 1998
                                                                       --------------    --------------
<S>                                                                        <C>            <C>         
CASH FLOWS USED FOR OPERATING ACTIVITIES:
         Net loss                                                          ($1,161,639)   ($  778,728)
         Adjustments to reconcile net loss to net
         Cash used in operating activities:
                  Depreciation & amortization                                   27,366         26,207
                  Amortization of discount on notes payable-bridge units             0         31,764

         Changes in:
                  Prepaid expenses and other assets                            (30,676)       (89,560)
                  Accounts payable and accrued expenses                         27,527       (468,099)
                  Other liabilities                                             53,062           (708)
                                                                           -----------    -----------
                  Net cash used in operating activities                     (1,078,735)    (1,279,124)
                                                                           -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
         Acquisition of property and equipment                                  (4,790)       (69,453)

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                  (24,749)       (22,945)
         Net proceeds from initial public offering                                          8,747,714
                                                                           -----------    -----------
                  Net cash used in financing activities                        (24,749)     6,406,169
                                                                           -----------    -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                   (1,108,274)     5,057,592

Cash and cash equivalents - beginning of period                              4,040,449        147,350
                                                                           -----------    -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                  $ 2,932,175    $ 5,204,942
                                                                           ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid for:
                  Interest                                                 $    57,611    $   162,889
</TABLE>


SEE NOTES TO FINANICAL STATEMENTS

                                                 5

<PAGE>
                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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 three months
ended December 31, 1998 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").
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.

                                        6
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999
                                   (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 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 money-back guarantee to Members who, during the
first 90 days of enrollment,  are not satisfied  with the  HealthCare  Solutions
Card.

[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 in a bridge  financing 46 units,
each consisting of (i) a $50,000 10% subordinated  note ("Bridge Note") and (ii)
warrants to purchase  25,000 shares of Class A common  stock.  The Bridge 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  financing.  One unit was  purchased by the Chairman of the Board and
his wife and one-half of one unit was purchased by a director, on the same terms
as the other bridge financing 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,  which was amended in
December  1998,  under which 500,000 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
226,500 shares of Class A common stock at prices ranging from $.875 per share to
$5.00  per  share.  Of the  options  granted,  55,500  have  been  forfeited  by
resignation of the grantees and are available for future  grants.  The remaining
171,000 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.

                                       7
<PAGE>

                       HEALTHCORE MEDICAL SOLUTIONS, INC.
                          SUCCESSOR TO MEGAVISION, L.C.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999
                                   (UNAUDITED)

NOTE D - CAPITAL STOCK (CONTINUED)

[2] SHARES RESERVED FOR ISSUANCE:

The  Company  has  reserved  4,137,500  shares of its  Class A common  stock for
issuance upon exercise of the outstanding warrants and options.

[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, 1998 represented a benefit
from net operating loss carry  forwards of  $1,504,500.  This deferred tax asset
has been  reduced  by a  valuation  allowance  of  $1,504,500  since the  future
realization of such tax benefit is not presently  determinable.  As of September
30, 1998,  the Company had a net operating  loss carry forward 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 carry forward 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 units 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 IPO,  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 396,500 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  $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  in  October  1997 or  $16.50  per share for 30
     trading days in the period  beginning after 18 months  beginning in October
     1997 and ending 36 months after  October  1997.  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 in October  1997or
     $18.00  per share for 30  trading  days in the  period  beginning  after 18
     months after  October 1997 and ending 36 months after  October  1997. As of
     March 31,  1999 the stock  price did not meet or exceed the per share value
     necessary for the release of the escrow shares.

                                       8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

     This Form 10-QSB contains forward-looking  statements within the meaning of
the "safe harbor" provisions under Sectin 21E of the Securities and Exchange Act
of 1934 and the Private  Securities  Litigation  Reform Act of 1995. The Company
uses  forward-looking  statements in our description of our plans and objectives
for future  operations and  assumptions  underlying  these plans and objectives.
Forward-looking terminology  includes  the words "may,"  "expects,"  "believes,"
"anticipates,"  "intends," "forecasts," "projects," or similar terms, variations
of such terms or the negative of such terms.  These  forward-looking  statements
are based on management's  current  expectations  and are subject to factors and
uncertainties  which could cause actual results to differ  materially from those
described in such  forward-looking  statements.  The Company expressly disclaims
any obligation or  undertaking  to release  publicly any updates or revisions to
any  forward-looking  statements  contained  in this Form  10-QSB to reflect any
change in our expectations or any changes in events, conditions or circumstances
on which any forward-looking statement is based.

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, 1998,  and  including,  in  particular,
history of  operating  losses;  anticipated  future  losses;  limited  operating
history;  unproven commercial  acceptance;  need for market acceptance;  limited
marketing capabilities, competition; government regulations; dependence on third
parties; and other risks.

RECENT DEVELOPMENTS

         In  March  1999,  the  Company   discontinued  the  employment  of  six
employees,  including  its  internal  sales force.  Salary and benefit  expenses
related to employment for these individuals continued through March 31, 1999.

         On April 27, 1999,  the Company  entered into a  non-binding  letter of
intent (the  "Letter")  with Adatom,  a privately  held  California  corporation
contemplating,  among  other  things,  the  Merger of  Adatom  with and into the
Company.  Adatom is in the business of  developing  Internet  consumer  shopping
sites, and has its own Internet  superstore  shopping  site, www.adatom.com. The
Letter  further  provides  that the Company  will  divest its current  operating
business prior to consummation of the proposed merger.

         The Letter provides that as part of the proposed Merger,  the Company's
existing Class A common stock and warrants would remain outstanding,  and Adatom
stockholders  would  receive  shares  of  Class A common  stock  of the  Company
representing  approximately  77.5% percent of the Company's  outstanding  common
stock following the Merger,  subject to adjustment.  The Letter further provides
that as part of the  divestiture  of its  existing  business,  the Company  will
terminate its employment relationships with all of its employees,  including its
key  executives,  Neal J. Polan , the Company's  Chairman of the Board and Chief
Executive  Officer,  and David L.  Mullikin,  the Company's  President and Chief
Operating  Officer,  and  will  settle  any  contractual   obligations  to  such
employees.

         The letter of intent is a mere  statement of intention and the proposed
transaction  is  subject  to  various  conditions  to  closing,   including  the
negotiation  and  execution of a  definitive  merger  agreement  related to such
transaction.  Although the Company expects to complete this proposed transaction
in the near future,  there can be no  assurance  that this  transaction  will be
completed  in a  timely  manner  or at all.  In  connection  with  the  proposed
transaction with Adatom, the Company is currently seeking the sale,  liquidation
or  discontinuation  of  its  existing  business.  In  the  event  the  proposed
transaction  with Adatom is not  consummated,  the Company intends to seek other
merger  candidates,  seek the sale or  discontinuation  of its existing business
and/or curtail its current business operations.

GENERAL

         The Company currently  develops,  markets and administers a health care
benefit  services  program  designed to enable  members to obtain  discounts  on
purchases of medical  products and services  through  Networks of Providers with
which the Company has executed provider agreements. The Company currently offers
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  are  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  receives a significant
portion of its revenue in the form of monthly  bank  drafts and monthly  payroll
deductions  made by employees  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  delivery  of the  cards to the
customers  is  incurred  and  expensed  in the first  month,  the  gross  profit
associated  with  each new  individual  card  issued  is  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 are subject to the same costs of
issuance,  this twelve month  pattern of lower gross  profits in the first month
continues for renewal periods.

         In  those  instances  when a sale of the  Company's  discount  cards 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  commission,  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 Network contracts,  each Provider is obligated to continue to provide
discounts to all cardholders until the annual card expires,  even if the Network
contract has been terminated.  The Company also offers 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 MARCH 31, 1999  COMPARED TO THREE  MONTHS  ENDED MARCH 31,
1998.  Operating  revenue  for the  quarter  ended  March 31,  1999  (the  "1999


                                       9
<PAGE>

Quarter") increased from $22,000 for the quarter ended March 31, 1998 (the "1998
Quarter") to approximately  $55,000. Operating revenue for the 1999 Quarter does
not include  approximately  $32,000 in annual membership fees received that were
deferred until after the  expiration of the 90-day 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 increased by approximately
26% from approximately $505,000 in the 1998 Quarter to approximately $635,000 in
the 1999 Quarter.  The increase was due primarily to management  level  staffing
increases in the sales, marketing and customer service departments and increased
expensed related to operating as a public company.

         Interest  expense  decreased by  approximately  71% from  approximately
$7,000 for the 1998 Quarter to approximately  $2,000 for the 1999 Quarter due to
decreased interest costs on a current equipment lease. Interest income decreased
approximately   48%  from   approximately   $71,000  for  the  1998  Quarter  to
approximately  $37,000  for the 1999  Quarter  due to  increased  use of the IPO
proceeds for corporate needs.

         Other  expense in the 1999 Quarter  reflects the  settlement of a claim
relating  to  disputed  software  rights  asserted  by a former  employee of the
Company. Net loss increased by approximately 44% from approximately $435,000 for
the 1998 Quarter to  approximately  $631,000 for the 1999 Quarter as a result of
the foregoing factors.

         SIX MONTHS ENDED MARCH 31, 1999  COMPARED TO THE SIX MONTHS ENDED MARCH
31, 1998.

         Operating  revenues  for the six months ended March 31, 1999 (the "1999
Six Months") increased from $36,000 for the six months ended March 31, 1998 (the
"1998 Six Months") to approximately $85,000.  Operating revenue for the 1999 Six
Months does not include  approximately  $53,000 (net) in annual  membership fees
received that were deferred  until after the expiration of the 90 day money back
guarantee  period.  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
40%  from  approximately  $866,000  in the  1998  six  Months  to  approximately
$1,213,000 in the 1999 Six Months.  The increase was due primarily to management
level  staffing   increases  in  the  sales,   marketing  and  customer  service
departments and expenses related to operating as a public company.

         Interest  expense  decreased by  approximately  86% from  approximately
$57,000 for the 1998 Six Months to approximately $ 8,000 for the 1999 Six Months
due to the  completion  of the bridge  financing  in the 1998 Six Months and the
repayment of the notes issues in the bridge financing in October 1997.  Interest
income decreased  approximately 39% from approximately $134,000 for the 1998 Six
Months to approximately  $82,000 for the 1999 Six Months due to increased use of
the  IPO  proceeds  for  corporate   needs.   A  Net  Loss  increased  48%  from
approximately  $779,000 for the 1998 Six Months to approximately  $1,161,000 for
the 1999 Six Months as a result of the foregoing factors.


LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 1999, the Company had working capital of  approximately
$2,873,000, including cash and cash equivalents of $2,832,000.


         Net cash used in operating activities was approximately  $1,079,000 for
the 1999 Six  Months,  compared  to  approximately  $1,279,000  for the 1998 Six
Months.  The 1999 Six  Month  net cash used in  operating  activities  consisted
primarily of approximately $1,162,000 net loss from operations.


         The Company  realized  net  proceeds  of  approximately  $8,748,000  in
connection  with  its  IPO  which  was  completed  in  November  1997  of  which
approximately  $2,300,000  was  utilized to repay the Bridge Notes issued in the
Bridge  Financing,  approximately  $104,000  was  utilized in repayment of other
notes payables,  and approximately  $54,000 was used in principal payments under
capital lease obligations.


                                       10

<PAGE>


         The Company  believes  that its existing  resources  would  provide the
necessary  liquidity  and capital  resources  to sustain its current  operations
until January 2000. In connection with the proposed transaction with Adatom, the
Company is currently  seeking the sale,  liquidation or  discontinuation  of its
existing  business.  In the event the  proposed  transaction  with Adatom is not
consummated,  the Company intends to seek other merger candidates, seek the sale
or  discontinuation  of its current business and/or curtail its current business
operations.  In the event any of these proposed  transactions  are  consummated,
including the proposed  transaction with Adatom, the Company anticipates that it
will likely require substantial  additional financing,  which financing could be
in the form of equity or debt financing, that may be entered into in the future.
Except for the  Company's  engagement  of Jesup & Lamont  relating to a proposed
financing in connection with the proposed  transaction with Adatom,  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.


         YEAR  2000  COMPLIANCE.   Certain  aspects  of  the  Company's  current
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 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 current  business.  The Company cannot 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


                                       11

<PAGE>
         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.

                                       12

<PAGE>

                                     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) issued 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.

         The above transactions were private transactions not involving a public
offering and were exempt from the registration  provisions of the Securities Act
of 1933 under  Sectom 4(2) or  Regulation D of the  Securities  Act. The sale of
such securities was without the use of an underwriter,  and the certificates for
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 one
share of Class A Common Stock per unit issued in the IPO 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. During
the 1999  quarter,  a portion of the net proceeds  from the IPO were used (I) to
make principal and interest payments in the amount of approximately $19,000 on a
capital  lease  entered  into in April 1997;  (ii) to purchase  equipment in the
amount of  approximately  $3,000 and (iii) for working  capital  purposes in the
amount of approximately $535,000. The remaining portion of the net proceeds from
the IPO and other available cash in the amount of approximately  $3,487 has been
invested in short-term, interest-bearing , investment grade securities.

ITEM 5. OTHER INFORMATION

         In  March  1999,  the  Company   discontinued  the  employment  of  six
employees,  including  its  internal  sales force.  Salary and benefit  expenses
related to employment for these individuals continued through March 31, 1999.

         On April 27, 1999,  the Company  entered into a  non-binding  letter of
intent with Adatom, a privately held California corporation contemplating, among
other things,  the merger of Adatom with and into the Company.  Adatom is in the
business  of  developing  Internet  consumer  shopping  sites,  and  has its own
Internet superstore shopping site,  www.adatom.com.  The Letter further provides
that  the  Company  will  divest  its  current   operating   business  prior  to
consummation of the proposed merger.

         The Letter provides that as part of the proposed Merger,  the Company's
existing Class A common stock and warrants would remain outstanding,  and Adatom
stockholders  would  receive  shares  of  Class A common  stock  of the  Company
representing  approximately  77.5% percent of the company's  outstanding  common
stock following the Merger,  subject to adjustment.  The Letter further provides
that as part of the  divestiture  of its  existing  business,  the Company  will
terminate its employment relationships with all of its employees,  including its
key  executives,  Neal J. Polan , the Company's  Chairman of the Board and Chief
Executive  Officer,  and David L.  Mullikin,  the Company's  President and Chief
Operating  Officer,  and  will  settle  any  contractual   obligations  to  such
employees.  The  letter of  intent  is a mere  statement  of  intention  and the
proposed transaction is subject to various conditions to closing,  including the
negotiation  and  execution of a  definitive  merger  agreement  related to such
transaction.  Although the Company expects to complete this proposed transaction
in the near future,  there can be no  assurance  that this  transaction  will be
completed in a timely manner or at all.

         Prior to the execution of the Letter,  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 provisions for the termination  thereof without cause. In furtherance of
the transactions comtemplated 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 data of its termination. In consideration for
this amendment,  the Company issued Polan 165,000 shares of Class A Common Stock
of the Company.



                                       13

<PAGE>

         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
inequity  securities of the Company  following the  consummation  of the Merger,
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) dollar 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.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits
                  10.10(a) 1997 Stock Option Plan, as amended
                  10.10    Letter  Amendment  dated April 27, 1999 between the 
                           Registrant and Neal J. Polan (1)
                  10.11    Engagement  Letter  dated April 27, 1999 among the
                           Registrant, Adatom, and Jessup & Lamont(1)
                  27.1     Financial Data Schedule

              -------------
              (1)  Incorporated by reference to the Company's Current Report on
                   Form  8-K as filed on May 3, 1999.

         (b)  Reports on Form 8-K. A report on Form 8-K was filed on May 3, 1999
              reporting information under Item 5.

                                       14

<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/ DAVID L. MULLIKIN
                                  ----------------------------------------------
                                      David L. Mullikin
                                      President, Chief Operating Officer
                                      Acting Chief Financial Officer


Date:  May 14, 1999

                                       15