<PAGE>
                                      
                                 UNITED STATES 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE 
          SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1998
                                          OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 
          SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________
                                      
                      Commission file number: 001-13749

                             COLUMBIA CAPITAL CORP.             
          --------------------------------------------------------
          (Name of small business issuer specified in its charter)

           Delaware                                         11-3210792    
   --------------------------------                     ------------------
     (State or other jurisdiction                        (I.R.S. Employer 
   of incorporation or organization)                    Identification No.)

  2701 West Oakland Park Boulevard, 2nd Floor, Fort Lauderdale, Florida  33311
  ----------------------------------------------------------------------------
           (Address of principal executive offices, including zip code)

                                     954-453-3170                        
                   ------------------------------------------------
                   (Issuer's telephone number, including area code)


            Securities registered under Section 12(b) of the Exchange Act:

                                                        Name of each exchange
          Title of each class                           on which registered   
          -------------------                           ----------------------
                 None                                           None

            Securities registered under Section 12(g) of the Exchange Act:

                       Common Stock, $0.001 par value per share           
            ---------------------------------------------------------------
                                   (Title of Class)


<PAGE>

Check whether the issuer: (i) 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 (ii) has been
subject to such filing requirements for the past 90 days.  Yes   X    No      
                                                               -----     -----

The number of shares outstanding of the issuer's Common Stock as of July 21,
1998 was 12,725,000 shares. 

Transactional Small Business Disclosure Format (Check one): Yes       No   X   
                                                                -----    -----

     THIS QUARTERLY REPORT ON FORM 10-QSB (THE "REPORT") MAY BE DEEMED TO 
CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE 
SECURITIES LITIGATION REFORM ACT OF 1995 (THE "REFORM ACT").  FORWARD-LOOKING 
STATEMENTS IN THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE 
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE 
"COMMISSION"), REPORTS TO THE COMPANY'S STOCKHOLDERS AND OTHER PUBLICLY 
AVAILABLE STATEMENTS ISSUED OR RELEASED BY THE COMPANY INVOLVE KNOWN AND 
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE THE 
COMPANY'S ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR 
ACHIEVEMENTS TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR 
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING 
STATEMENTS.  SUCH FUTURE RESULTS ARE BASED UPON MANAGEMENT'S BEST ESTIMATES 
BASED UPON CURRENT CONDITIONS AND THE MOST RECENT RESULTS OF OPERATIONS.  
THESE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS SET FORTH HEREIN, EACH 
OF WHICH COULD ADVERSELY AFFECT THE COMPANY'S BUSINESS AND THE ACCURACY OF 
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN.


                                       ii

<PAGE>

                            PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS




                                       2

<PAGE>
                                       
                            COLUMBIA CAPITAL CORP.
                          CONSOLIDATED BALANCE SHEETS
                SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) AND
                    YEAR ENDED DECEMBER 31, 1997 (AUDITED)

<TABLE>
<CAPTION>

                                                                        June 30,       December 31,
      ASSETS                                                             1998            1997      
                                                                      (Unaudited)      (Audited)  
                                                                    -------------     -------------
<S>                                                                 <C>               <C>
Current assets
  Cash and cash equivalents                                         $    117,356       $    17,861 
  Interest bearing deposits with banks                                   603,578           303,578 
  Accounts receivable, net                                               842,288           522,538 
  Prepaid expenses                                                       894,371           255,959 
  Deferred tax asset                                                     -                 122,209 
  Other assets                                                           264,549            93,201 
                                                                    -------------     -------------
    Total current assets                                               2,722,142         1,315,346 

Premises and equipment                                                 1,007,118           562,598 
  Less accumulated depreciation                                          118,715            47,914 
                                                                    -------------     -------------
    Net property and equipment                                           888,403           514,684 

Other assets
  Deferred tax asset                                                      28,685            52,033 
  Goodwill, net of accumulated amortization of $56,814 and $32,466       917,110           941,458 
                                                                    -------------     -------------
    Total other assets                                                   945,795           993,491 
                                                                    -------------     -------------

      TOTAL  ASSETS                                                  $ 4,556,340       $ 2,823,521 
                                                                    -------------     -------------
                                                                    -------------     -------------

      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
  Accounts payable                                                   $   380,957       $   104,033 
  Accrued expenses and other liabilities                                 663,610           195,908 
  Notes payable - Security State Bank                                    160,000           -       
  Notes payable - related party                                          850,000         1,300,000 
  Accrued interest payable                                                 6,986            11,589 
                                                                    -------------     -------------
    Total current liabilities                                          2,061,553         1,611,530 

SHAREHOLDERS' EQUITY
  Common stock, $.001 par value; 50,000,000 shares 
    authorized; 12,725,000 and 12,500,000 issued and
    outstanding in 1998 and 1997 respectively                             12,725            12,500 
  Additional paid-in capital                                           1,894,755         1,681,230 
  Retained earnings                                                      587,307          (481,739)
                                                                    -------------     -------------
    Total shareholders' equity                                         2,494,787         1,211,991 

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $ 4,556,340       $ 2,823,521 
                                                                    -------------     -------------
                                                                    -------------     -------------
</TABLE>

                                           
The accompanying notes are an integral
part of these consolidated financial statements


                                       F-1

<PAGE>
                                      
                            COLUMBIA CAPITAL CORP.

                  CONSOLIDATED INCOME STATEMENTS - UNAUDITED

<TABLE>
<CAPTION>

                                        For the Three Months                 For the Six Months
                                            Ended June 30,                      Ended June 30,
                                  --------------------------------   -------------------------------
                                          1998             1997             1998             1997
                                  ---------------   --------------   --------------   --------------
<S>                               <C>               <C>              <C>              <C>
REVENUE
  Pride                           $        84,000   $      125,800   $      179,000   $      125,800 
  Credit card                           2,734,217          253,143        4,698,934          253,143 
  Banking                                 237,194          155,902          465,389          155,902 
  Mail operations                         261,959           48,286          442,415           48,286 
  Courier                                  20,500           16,350           42,385           16,350 
  Other                                     4,192            8,906            9,316            8,906 
                                  ---------------   --------------   --------------   --------------
    Total operating revenue             3,342,062          608,387        5,837,439          608,387 

EXPENSES
  Salaries and employee benefits          780,222          298,404        1,451,505          298,404 
  Auto maintenance                          7,264            3,374           12,076            3,374 
  Travel and entertainment                 37,648            3,415           51,703            3,415 
  Equipment lease                         437,870          144,370          828,320          144,370 
  Equipment maintenance                   126,693           68,756          246,195           68,756 
  Facilities rent                         114,974           24,200          220,163           24,200 
  Facilities maintenance                    6,015              361           16,584              361 
  Depreciation                             38,222           18,641           70,801           18,641 
  Amortization of goodwill                 12,174             -              24,348             -    
  Insurance                                26,262            4,231           39,985            4,231 
  Computer and office supplies            165,872           28,372          292,764           28,372 
  Postage and delivery fees                18,079            4,978           35,817            4,978 
  Telephone                               284,464           23,962          440,305           23,962 
  Professional and outside services       143,547           17,273          267,390           17,273 
  Taxes                                    21,442            6,299           36,941            6,299 
  Other                                    98,385            5,569          135,777            5,569 
                                  ---------------   --------------   --------------   --------------
    Total operating expenses            2,319,133          652,205        4,170,674          652,205 
                                  ---------------   --------------   --------------   --------------

INCOME (LOSS) FROM OPERATIONS           1,022,929          (43,818)       1,666,765          (43,818)

Other expense
  Interest                                 (9,937)          (2,534)         (46,999)          (2,534)
                                  ---------------   --------------   --------------   --------------
    Total other expense                    (9,937)          (2,534)         (46,999)          (2,534)
                                  ---------------   --------------   --------------   --------------

INCOME (LOSS) BEFORE TAX                1,012,992          (46,352)       1,619,766          (46,352)

  Income tax expense (benefit)            346,117             (961)         550,720             (961)
                                  ---------------   --------------   --------------   --------------

NET INCOME (LOSS)                  $      666,875   $      (45,391)   $   1,069,046   $      (45,391)
                                  ---------------   --------------   --------------   --------------
                                  ---------------   --------------   --------------   --------------

Basic earnings (loss) per share    $         0.05   $        (0.00)   $        0.09   $        (0.00)
                                  ---------------   --------------   --------------   --------------
                                  ---------------   --------------   --------------   --------------

Diluted earnings (loss) per share  $         0.05   $        (0.00)   $        0.08   $        (0.00)
                                  ---------------   --------------   --------------   --------------
                                  ---------------   --------------   --------------   --------------

Weighted average shares outstanding    12,778,019       12,500,000       12,676,864       12,500,000 
                                  ---------------   --------------   --------------   --------------
                                  ---------------   --------------   --------------   --------------
</TABLE>


The accompanying notes are an integral
part of these consolidated financial statements


                                      F-2

<PAGE>
                                      
                            COLUMBIA CAPITAL CORP.
          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
               SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) AND
                    YEAR ENDED DECEMBER 31, 1997 (AUDITED)

<TABLE>
<CAPTION>
                                                        Common Stock            Additional
                                                -------------------------         Paid-In        Retained   
                                                   Shares          Amount         Capital        Earnings           Total
                                                -----------    -----------      -----------     ----------     -------------
<S>                                             <C>            <C>              <C>             <C>            <C>
BALANCE - DECEMBER 31, 1996                       2,500,000    $     2,500      $    66,230     $  (57,371)    $     11,359 

  Effect of reverse stock split                  (1,250,000)        (1,250)           1,250           -                -    
  Equity acquired in stock exchange              11,250,000         11,250        1,588,750           -           1,600,000 
  Stock issued in exchange for services             -                 -              25,000           -              25,000 
  Net loss                                          -                 -                -          (424,368)        (424,368)
                                                -----------    -----------      -----------     ----------     -------------

BALANCE - DECEMBER 31, 1997 (AUDITED)            12,500,000         12,500        1,681,230       (481,739)       1,211,991 

  Issuance of common stock                          225,000            225          213,525           -             213,750 
  Net income                                        -                 -                -         1,069,046        1,069,046 
                                                -----------    -----------      -----------     ----------     -------------
 
BALANCE - JUNE 30, 1998 (UNAUDITED)              12,725,000    $    12,725      $ 1,894,755     $  587,307      $ 2,494,787 
                                                -----------    -----------      -----------     ----------     -------------
                                                -----------    -----------      -----------     ----------     -------------
</TABLE>


The accompanying notes are an integral
part of these consolidated financial statements


                                       F-3


<PAGE>
                                      
                           COLUMBIA CAPITAL CORP.

             CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

<TABLE>
<CAPTION>
                                                                For the Three Months                For the Six Months         
                                                                    Ended June 30,                    Ended June 30,           
                                                       ---------------------------------   --------------------------------
                                                              1998              1997            1998              1997       
                                                       ---------------   ---------------   -------------    ---------------
<S>                                                    <C>               <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                    $      666,875    $      (45,391)   $  1,069,046     $     (45,391)
  Adjustments to reconcile net income to
    net cash provided by operations
      Depreciation and amortization                            50,396            18,641          95,150            18,641 
      Deferred income taxes                                    11,674              -            145,557              -       
      (Increase) decrease in accounts receivable             (273,446)          332,062        (319,750)          332,062 
      Increase in deposits and prepaid expenses              (707,051)          (35,048)       (809,760)          (35,048)
      Increase in accruals and accounts payable               238,409            34,325         740,022            34,325 
                                                       ---------------   ---------------   -------------    ---------------
Net cash (used in) provided by operating activities           (13,143)          304,589         920,265           304,589 

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                                   (346,079)          (13,785)       (444,520)          (13,785)
  Investment in interest bearing deposit                      -                    -           (300,000)             -       
                                                       ---------------   ---------------   -------------    ---------------
Net cash used in investing activities                        (346,079)          (13,785)       (744,520)          (13,785)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from line of credit, net of payments               (50,000)          (87,000)       (290,000)          (87,000)
  Issuance of common stock                                    213,750              -            213,750              -       
                                                       ---------------   ---------------   -------------    ---------------
Net cash provided by (used in) financing activities           163,750           (87,000)        (76,250)          (87,000)
                                                       ---------------   ---------------   -------------    ---------------

NET (DECREASE) INCREASE IN CASH
  AND CASH EQUIVALENTS                                       (195,472)          203,804          99,495           203,804 

Cash and cash equivalents at beginning of period              312,828            34,304          17,861            34,304 
                                                       ---------------   ---------------   -------------    ---------------

CASH AND CASH EQUIVALENTS AT JUNE 30,                  $      117,356     $     238,108     $   117,356     $     238,108 
                                                       ---------------   ---------------   -------------    ---------------
                                                       ---------------   ---------------   -------------    ---------------



SUPPLEMENTAL DISCLOSURE
  OF CASH FLOW INFORMATION:
    Interest paid                                      $        9,937     $       2,534     $    46,999     $       2,534 
    Taxes paid                                                436,000              -            436,000              -       
</TABLE>


The accompanying notes are an integral
part of these consolidated financial statements


                                       F-4
<PAGE>
                                      
                            COLUMBIA CAPITAL CORP.
                                          
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          PRINCIPLES OF CONSOLIDATION

          The accompanying consolidated financial statements include the
          accounts of Columbia Capital Corp. (the Company) and its wholly-owned
          subsidiary, First Independent Computers, Inc. (the Subsidiary). 
          Intercompany accounts and transactions have been eliminated.  The
          consolidated income statements and statements of cash flows of the
          Company for the six months ended June 30, 1998 and 1997 reflect the
          results of operations and cash flows of the parent holding company for
          the four months ended April 30, 1997, and the consolidated results of
          operations and cash flows of the parent holding company and the
          Subsidiary for the six months ended June 30, 1998 and the two months
          ended June 30, 1997.  (See Note 5)

          ORGANIZATION

          The Company was organized under the laws of the State of Delaware on
          February 5, 1993. The Company completed a private offering of its
          common stock in November 1993 (See Note 2)

          Central Capital Corp. (a former Subsidiary) was organized under the
          laws of the State of Delaware on February 5, 1993.  Hudson Resources,
          Inc. (a former Subsidiary) was organized under the laws of the State
          of Delaware on May 17, 1994. (See Note 3)

          The Subsidiary was incorporated on October 21, 1983, pursuant to the
          provisions of the Texas Business Corporation Act.  The Subsidiary's
          business activities include the processing of credit card purchases
          for numerous businesses in various industries throughout the United
          States and data processing for various banks. (See Note 5) 
          
          CASH AND CASH EQUIVALENTS

          The Company considers investments with an original maturity of three
          months or less to be cash equivalents. 

          USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

          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 consolidated financial statements and the reported amounts
          of revenues and expenses during the reporting periods.  Actual results
          could differ from those estimates.

          ACCOUNTS RECEIVABLE

          The Company utilizes the allowance method for uncollectible accounts
          receivable.  Management estimates the uncollectible accounts and
          provides for them in the allowance.  The balance of the allowance for
          uncollectible accounts was $20,000 at June 30, 1998.

          REVENUE RECOGNITION

          The Company recognizes revenue when services have been provided to the
          customer.


                                     F-5

<PAGE>
                                      
                            COLUMBIA CAPITAL CORP.
                                          
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

          PROPERTY, PLANT AND EQUIPMENT

          Fixed assets of the Company are reported at historical cost. 
          Depreciation and amortization on assets purchased are computed by the
          following methods and useful lives:
          <TABLE>
               <S>                          <C>                 <C>
               Furniture and fixtures       Straight-line         5 years
               Electronic equipment         Straight-line       5-7 years
               Automobiles                  Straight-line       3-5 years
               Office equipment             Straight-line         5 years
               Computer software            Straight-line         3 years
          </TABLE>

          Depreciation is computed using the straight line method over the
          estimated useful lives for financial statement  purposes and an
          accelerated method of cost recovery over statutory recovery periods
          for tax purposes.  Repairs and maintenance are expensed, whereas
          additions and improvements are capitalized. 

          INTANGIBLE ASSETS

          Intangible assets are reported at historical cost and consist of
          goodwill.  Goodwill is amortized using the straight-line method over
          20 years.  The Company has adopted the provisions of SFAS 121, under
          which the Company reviews its long-lived assets for impairment
          whenever events or changes in circumstances indicate that the carrying
          amount of the asset may not be recovered.  No provision for impairment
          has been recognized with respect to the Company's long lived assets.
     
          PREPAID ASSETS

          The Company has expenditures which benefit future periods which are
          recorded as prepaid assets or deferred costs and are amortized on a
          straight-line basis over the estimated or known period of benefit. 
          Such prepaid assets and deferred costs include prepaid insurance,
          maintenance contracts, certain software licenses and supplies used in
          the normal operation of business.

          FEDERAL INCOME TAXES

          Deferred tax assets and liabilities are recognized for deductible and
          taxable temporary differences respectively.  Temporary differences are
          the differences between the reported amounts of assets and liabilities
          and their tax bases.  Deferred tax assets may be reduced by a
          valuation allowance when and if, in the  opinion of management, the
          tax asset will, in part or in all, not be realized.  Deferred tax
          assets and liabilities are adjusted for the effects of changes in tax
          laws and rates on the date of enactment.


                                      F-6

<PAGE>
                                      
                            COLUMBIA CAPITAL CORP.
                                          
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

          PER SHARE DATA

          In February 1997, Statement of Financial Accounting Standards No. 128,
          "Earnings Per Share" (SFAS 128) was issued.  Under SFAS 128, net
          earnings per share ("EPS") are computed by dividing net earnings by
          the weighted average number of shares of common stock outstanding
          during the period. SFAS 128 replaces fully diluted EPS, which the
          Company was not previously required to report, with EPS, assuming
          dilution.  The Company adopted SFAS 128 effective December 31, 1997. 
          The effect of this accounting change on previously reported EPS data
          is not significant.  The computation of earnings (loss) per share of
          common stock is based on the weighted average number of shares
          outstanding in 1998 and 1997 of 12,574,586 and 12,500,000
          respectively, adjusted retroactively to reflect the one for two
          reverse split effective September 1, 1997.  The computation of diluted
          earnings (loss) per share of common stock is based on the weighted
          average number of shares and equivalent shares outstanding in 1998 and
          1997 of 12,676,864 and 12,500,000, respectively.  No potential common
          shares existed at December 31, 1997; therefore, basic loss per share
          equals diluted loss per share at that date.

          PREFERRED STOCK

          The Company, under its articles of incorporation, has the authority to
          issue up to five million (5,000,000) shares of preferred stock with a
          par value of $.001 each, totaling five thousand dollars ($5,000).  The
          Board of Directors is authorized to provide for the issuance of the
          shares of preferred stock in series by filing a certificate pursuant
          to the applicable law of the State of Delaware, to establish the
          number of shares to be included in each such series, and to fix the
          designations, powers, preferences rights and limitations of the shares
          of each series.

          FAIR VALUES OF FINANCIAL INSTRUMENTS

          The following methods and assumptions were used by the Company in
          estimating fair values of financial instruments as disclosed herein:

          CASH AND SHORT-TERM INSTRUMENTS.  The carrying amounts of cash and
          short-term instruments approximate their fair value.

          INTEREST BEARING DEPOSITS WITH BANKS.  The carrying amounts of
          interest bearing deposits with banks approximate their fair value.

          ACCOUNTS RECEIVABLE.  For accounts which are not past due greater than
          90 days and have no significant change in credit risk, fair values are
          based on carrying values.

          NOTES PAYABLE.  The Company's notes payable arrangement bears a
          variable interest rate and represents terms and conditions currently
          available for the same or similar debt facility in the marketplace. 
          Thus, the fair value of notes payable approximates the carrying
          amount.


                                      F-7

<PAGE>
                                      
                            COLUMBIA CAPITAL CORP.
                                          
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

          NEW ACCOUNTING STANDARDS ADOPTED

          In June 1997, Statements of Financial Accounting Standards (SFAS) No.
          130, "Reporting of Comprehensive Income," was issued.  This statement
          requires that comprehensive income be reported  in the basic financial
          statements.  Comprehensive income refers to the change in equity
          during a period from transactions and events other than investments by
          and distributions to owners.  This statement applies to fiscal years
          beginning after December 15, 1997.  The Company adopted SFAS 130 on
          January 1, 1998.  The standard does not have a material impact on the
          Company's current presentation of net income.

          In June 1997, Statements of Financial Accounting Standards (SFAS) No.
          131, "Disclosures about Segments of an Enterprise and Related
          Information," was issued.  This Statement requires that a public
          business enterprise report financial and descriptive information about
          its reportable operating segments.  Financial information should
          include a measure of segment profit or loss, certain specific revenue
          and expense items, and segment assets.  Descriptive information should
          include detail on how segments were determined,  products and services
          provided by each, and any differences in the measurements used in
          reporting segment information vs. those used in the general-purpose
          financial statements.  This statement is effective for financial
          statements for periods beginning after December 15, 1997.  The Company
          adopted SFAS 131 on January 1, 1998.  The implementation of this
          standard did not have any impact on the financial position or
          disclosures of the Company or results of its operations.


NOTE 2:   PRIVATE OFFERINGS OF COMMON STOCK 
 
          The Company offered shares of its common stock, $.001 par value, to a
          limited number of qualified investors in 1993.  The company sold
          325,000 shares of common stock, at a price of $.20 per share for a
          total of $65,000.  The investors subscribed to a minimum of 1,000
          shares.  There was no minimum offering amount and there was no escrow
          of any funds received from the offering and such funds were utilized
          by the Company as they were received.  Proceeds from the offering were
          used to provide working capital to the Company.


NOTE 3:   DISPOSITION OF FORMER SUBSIDIARIES CENTRAL CAPITAL CORP. AND HUDSON
          RESOURCES, INC.

          On February 28, 1997, the Company determined that its two subsidiary
          corporations, Central Capital Corp. and Hudson Resources, Inc. had no
          value and would hinder the Company in it's acquisition efforts. 
          Therefore, the two companies were sold to the Company's principal
          shareholder, Mr. Lynn Dixon for nominal value.  For accounting
          purposes the Company treated the sold subsidiaries as discontinued
          operations, effective February 28, 1997.  The results of the
          subsidiaries have been reported separately as a component of
          discontinued operations in the income statement.


                                      F-8

<PAGE>
                                      
                            COLUMBIA CAPITAL CORP.
                                          
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3:   DISPOSITION OF FORMER SUBSIDIARIES CENTRAL CAPITAL CORP. AND HUDSON
          RESOURCES, INC. - CONTINUED

          The Company's investment in subsidiaries was sold for current book
          value of $1,361 recognizing no gain or loss.  Details of the net
          assets and operations for the subsidiaries are presented below.

          Former Subsidiaries Assets and Liabilities:

          <TABLE>
          <CAPTION>
                                                                February 28,
                                ASSETS                              1997      
                                                                -------------
               <S>                                              <C>
               Cash                                             $   1,109 
               Organization costs, net                                252 
                                                                -------------

                    Total Assets                                $   1,361 
                                                                -------------
                                                                -------------

                    
                   LIABILITIES AND SHAREHOLDERS' EQUITY    
                    
               Common stock                                     $   5,000 
               Contributed capital                                 23,609 
               Retained earnings                                  (27,248)
                                                                -------------

                   Total Liabilities and Stockholder's Equity   $   1,361 
                                                                -------------
                                                                -------------

          Subsidiaries Operations:

               Legal and professional expense                   $   1,400 
               Amortization expense                                    32 
                                                                -------------

                 Net loss related to discontinued operations    $  (1,432) 
                                                                -------------
                                                                -------------
               </TABLE>

NOTE 4:   AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION

          In a September 19, 1997 Certificate of Amendment to Certificate of
          Incorporation, pursuant to the terms of an agreement and plan of
          reorganization dated August 29, 1997, the Company effectuated a 1 for
          2 reverse stock split as to its shares of common stock outstanding as
          of September 1, 1997, which decreased the shares from 2,500,000 to
          1,250,000.  The Certificate of Amendment also resolved that the
          Corporation shall, as amended, have the authority to issue fifty
          million (50,000,000) shares of common stock with par value of $.001
          each, totaling fifty thousand dollars ($50,000) and five million
          (5,000,000) shares of preferred stock with par value of $.001 each,
          totaling five thousand dollars ($5,000).  The board of directors is
          authorized, subject to limitations prescribed by law and the
          provisions of this Article, to provide for the issuance of the shares
          of preferred stock in series by filing a certificate pursuant to the
          applicable law of the State of Delaware, to establish the number of
          shares, to fix the designations, powers, preferences, rights,
          qualifications, limitations and/or restrictions, to be included in
          each such series. At June 30, 1998 and December 31, 1997, there were
          no preferred shares issued or outstanding.


                                      F-9


<PAGE>
                                      
                            COLUMBIA CAPITAL CORP.
                                          
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5:   ACQUISITION OF FIRST INDEPENDENT COMPUTERS, INC.

          On April 30, 1997, Mr. Glenn M. Gallant and Mr. Douglas R. Baetz
          purchased all of the issued and outstanding stock of First Independent
          Computers, Inc. (FICI) then owned by Security Shares, Inc., a bank
          holding company, for $1,600,000.  The transaction was accounted for
          utilizing "pushdown accounting", whereby all assets and liabilities of
          FICI were restated at their estimated market value on the purchase
          date.  The excess of the total acquisition cost over the fair value of
          net assets acquired was recorded as goodwill.  Total restated assets
          at May 1, 1997 amounted to $2,174,670, which included $973,924 in
          goodwill to be amortized over an estimated benefit period of twenty
          (20) years.  Goodwill amortization expense amounts to $4,058 monthly,
          with $12,175 of amortization expense included in the period ending
          March 31, 1998 and $32,466 (from May 1, 1997 to December 31, 1997) of
          amortization expense included in the year ending December 31, 1997
          results of operation.

          Effective as of September 23, 1997, Columbia Capital Corp. (the
          "Company") acquired all of the common stock (the "FICI Common Stock")
          of the Company's operating subsidiary, First Independent Computers,
          Inc. ("FICI") from Messrs. Douglas R. Baetz and Glenn M. Gallant. 
          Pursuant to the terms of the agreement of acquisition of the FICI
          Common Stock, dated August 29, 1997 (the "Stock Purchase Agreement"),
          Messrs. Gallant and Baetz received 10,631,250 shares of Common Stock
          (after the Company effectuated a 1 for 2 reverse stock split of its
          Common Stock) in exchange for the FICI Common Stock, which represented
          approximately 85% of the Company's then issued and outstanding Common
          Stock.  In connection with the closing of the Stock Purchase
          Agreement, the Company issued 618,750 shares of Common Stock to
          Baytree Associates, Inc., a third party which is not an affiliate of
          Messrs. Baetz and Gallant, as a fee for services rendered to the
          Company for arranging the transactions which are the subject of the
          Stock Purchase Agreement.

          The accompanying financial statements have been presented, for
          accounting purposes, as a recapitalization of FICI, with FICI as the
          acquiror of the Company.  Further, in connection the transactions
          relating to the Stock Purchase Agreement and the acquisition of the
          FICI Common Stock by Messrs. Baetz and Gallant, such persons obtained
          a controlling interest in FICI and, thereafter, the Company. 
          Therefore, for accounting purposes, these transactions are deemed to
          be transactions between entities under common control.  Accordingly,
          the business combination between the Company and FICI was accounted
          for in a manner similar to a pooling of interests, whereby the
          accounts of the entities involved were not revalued, rather they were
          combined at their historical basis.  The Company's consolidated
          financial statements were restated to include the results of
          operations of FICI from May 1, 1997, the acquisition date of FICI by
          Messrs. Baetz and Gallant.  There were no adjustments to net assets of
          the combining companies necessary for either to adopt the same
          accounting practices.


                                      F-10

<PAGE>
                                      
                            COLUMBIA CAPITAL CORP.
                                          
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6:   FINANCIAL INSTRUMENTS 

          The estimated fair values of the Company's financial instruments at
          June 30, 1998 were as follows:
          <TABLE>
          <CAPTION>
                                                               Carrying       Fair   
                                                                Amount        Value  
                                                            ------------   ------------
          <S>                                               <C>            <C>
          Financial assets:
            Cash and interest bearing deposits 
            with banks                                      $    720,934   $    720,934
            Accounts receivable                                  842,288        842,288
          Financial liabilities:
            Notes payable                                   $  1,010,000   $  1,010,000
            Accrued interest payable                               6,986          6,986

          The estimated fair values of the Company's financial instruments at
          December 31, 1997 were as follows:
                                                               Carrying       Fair   
                                                                Amount        Value  
                                                            ------------   ------------
          Financial assets:
            Cash and interest bearing deposits 
            with banks                                      $    321,439   $    321,439
            Accounts receivable                                  522,538        522,538
          Financial liabilities:
            Notes payable                                   $  1,300,000   $  1,300,000
            Accrued interest payable                              11,589         11,589
          </TABLE>

          The method(s) and assumptions used to estimate the fair value of
          financial instruments are disclosed in Note  1 "Fair Values of
          Financial Instruments".


NOTE 7:   INCOME TAXES

          The Company files a consolidated federal income tax return; however,
          federal income taxes are allocated between the Company and Subsidiary
          based on statutory rates.  The consolidated income tax expense
          (benefit), as a percentage of pretax earnings, differs from the
          statutory federal income tax rate as follows:

          <TABLE>
          <CAPTION>
                                                      Three Months Ended      Six Months Ended 
                                                           June 30,                June 30,
                                                      -------------------     -----------------
                                                       1998        1997        1998       1997 
                                                      ------     --------     ------    --------
          <S>                                         <C>        <C>          <C>       <C>
          Statutory federal income tax rate           34.00%     (34.00)%     34.00%    (34.00)%
          Non-deductible expenses                      0.17         -           -          -   
          Valuation allowance                           -        (31.90)        -       (31.90) 
                                                      ------     --------     ------    --------

               Effective income tax rate              34.17%      (2.10)%     34.00%     (2.10)%
                                                      ------     --------     ------    --------
                                                      ------     --------     ------    --------
         </TABLE>


                                      F-11

<PAGE>
                                      
                          COLUMBIA CAPITAL CORP.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7:   INCOME TAXES - CONTINUED

          Income tax expense (benefit) is comprised of the following:
          <TABLE>   
          <CAPTION>
                                                      Three Months Ended            Six Months Ended    
                                                           June 30,                      June 30,   
                                                   ----------------------     -------------------------
                                                      1998         1997            1998          1997    
                                                   ---------    ---------     ----------     ----------
          <S>                                      <C>          <C>           <C>            <C>
          Current income tax expense (benefit)     $ 334,443    $   (961)     $  405,163     $    (961)
          Deferred income tax expense                 11,674         -           145,557           -   
                                                   ---------    ---------     ----------     ---------- 
                                                   $ 346,117    $   (961)     $  550,720     $    (961)
                                                   ---------    ---------     ----------     ----------
                                                   ---------    ---------     ----------     ----------
          </TABLE>

          The tax effects of temporary differences that gave rise to deferred 
          tax assets as of June 30, 1998 and December 31, 1997:
          <TABLE>
          <CAPTION>
                                                    June 30,   December 31, 
                                                      1998        1997       
                                                   ---------    ---------
          <S>                                      <C>          <C>
          Net operating loss carryforwards         $    -       $ 122,209 
          Depreciation and amortization               28,685       52,033 
                                                   ---------    ---------
          Net deferred tax assets                  $  28,685    $ 174,242
                                                   ---------    ---------
                                                   ---------    --------- 
          </TABLE>

          The Company had available consolidated net operating loss
          carryforwards for federal income tax purposes of $359,438 for December
          31, 1997.  The consolidated net operating loss carryforwards at
          December 31, 1997 will expire as shown below.
          <TABLE>
          <CAPTION>
                              Year                 Amount     
                             ------              ----------
                             <S>                 <C>
                              2008               $      804
                              2009                    4,297
                              2010                   21,545
                              2011                    3,359
                              2012                  329,433
          </TABLE>

          The Company expects to utilize all or substantially all of the net
          operating loss carryforwards in 1998; therefore, no valuation
          allowance has been recorded against the deferred tax asset generated
          by the net operating loss carryforward.


NOTE 8:   NOTES PAYABLE

          The Subsidiary, has an operating  line of credit through Century
          Financial Group, Inc., a company owned by the Company's primary
          shareholders.  Century Financial Group, Inc. provides the Subsidiary
          with a maximum operating line of credit of two million dollars
          ($2,000,000).  Advances on the line of credit, not to exceed the
          maximum limit, are made at the discretion of the Subsidiary's
          management.  The line of credit is secured by all assets of the
          Subsidiary.  The line of credit carries an annual percentage rate of
          ten percent (10%).  Under the terms of the line of credit, the
          Subsidiary pays interest on a monthly basis with the unpaid principal
          due at maturity, September 15, 1998.  The outstanding balance on the
          line of credit as of June 30, 1998 and December 31, 1997 was $850,000
          and $1,300,000.


                                      F-12

<PAGE>
                                      
                          COLUMBIA CAPITAL CORP.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8:   NOTES PAYABLE - CONTINUED

          The subsidiary has a real estate lien note through Security State
          Bank, its former parent company. The real estate note, dated April 2,
          1998, in the amount of one hundred sixty thousand dollars ($160,000)
          carries an annual interest rate of Wall Street prime plus one percent
          (1%), with a maturity date of September 29, 1998.  The note is secured
          by a Deed of Trust to a building in which the note proceeds were used
          to purchase and renovate.


NOTE 9:   LEASE OBLIGATIONS  

          The Company has entered into various operating lease agreements. 
          Under terms of an operating lease with IBM Corporation, certificates
          of deposit with a carrying value of $603,578 at June 30, 1998, were
          pledged as collateral against Bank One letters of credit in favor of
          IBM.  

          The future minimum payments for leased property under these
          noncancellable lease agreements for each of the next five years ending
          December 31, 2003, are as follows:

          <TABLE>
                         <S>                        <C>
                         1998                       $     691,191  
                         1999                           1,033,467
                         2000                             676,489
                         2001                             198,204
                         2002                             174,760
                         2003                              73,958
                                                    -------------
                         Lease obligations          $   2,848,069
                                                    -------------
                                                    -------------
          </TABLE>

          No commitments for leased property extend more than five years.


NOTE 10:  MARKET RISK AND CONCENTRATIONS 

          For the six months ended June 30, 1998, revenue from Security State
          Bank (10%) and Best Bank  (82%) accounted for approximately 92% of the
          Company's total revenues.  No other customers accounted for 10% or
          more of the Company's total revenues.  On June 30, 1997 the Subsidiary
          had a significant credit card portfolio processing contract expire. 
          This contract was not renewed.  The contract represented approximately
          one hundred thousand dollars ($100,000) or thirty percent (30%) of the
          Subsidiary's monthly operating revenue, and its loss substantially
          affected the Subsidiary's profitability in 1997.  As a result,
          substantial operating losses were recognized in the months July
          through October 1997.  For the year ending December 31, 1997, revenue
          from Security State Bank (25%), Best Bank (43%) and Pride (14%)
          accounted for approximately 82% of the Company's total revenues.  No
          other customers accounted for 10% or more of the Company's total
          revenues.  On October 1, 1997 the Subsidiary entered into a five year
          contract to process credit card activity and produce account
          statements for Best Bank.  This contract represents in excess of
          $500,000 per month in additional operating revenue.  In December,
          1997, the Subsidiary earned approximately five hundred thirty-five
          thousand ($535,000) on the bank contract which represents seventy-two
          percent (72%) of total revenue for the month.


                                      F-13


<PAGE>
                                       
                           COLUMBIA CAPITAL CORP.
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 11:  RELATED PARTY TRANSACTIONS

          The Subsidiary continues to provide data processing services to
          Security State Bank (the "Bank") its former parent company. 
          Additionally, the Subsidiary has a real estate note payable to the
          Bank and continues to lease its office space, 52,248 square feet, from
          the Bank at an annual cost of approximately $390,000.  Accounts
          receivable from the Bank amounted to $132,554 at June 30, 1998.  On
          December 1, 1997, the Subsidiary entered into a lease agreement with
          The Century Group, Inc., (the "Landlord"), owned by the Company's
          primary shareholders Glenn Gallant and Douglas Baetz, for office space
          located at 2701 West Oakland Park Boulevard, Ft. Lauderdale, Florida,
          33311.  The term of the lease is for one (1) year for the sum of
          thirty-one thousand seven hundred forty-six dollars ($31,746), plus
          applicable sales and use taxes. The Company also agrees to pay the
          Landlord, as additional rent for its share of the operating expenses
          associated with the premises.  The Subsidiary's financing source,
          Century Financial Group, Inc., is owned by the Company's primary
          shareholders, Glenn Gallant and Douglas Baetz.  Interest expense and
          accrued interest payable to Century Financial Group, Inc. amounted to
          $46,999 and $6,986 as of June 30, 1998.


NOTE 12:  STOCK OPTION PLAN

          The Company has adopted an incentive stock plan to provide for the
          granting of options to senior management of the Company.  At June 30,
          1998, the Company had allocated 1,250,000 shares of stock for issuance
          under the plan.  As of June 30, 1998 no options had been granted.
          However, on July 1, 1998 the Company granted 350,000 options.  The
          following table shows the vesting schedule and the exercise price for
          each of the seven directors awarded options.

          <TABLE>
          <CAPTION>
                                                              Options vested                           
                                                    --------------------------------------        Total
                                     Exercise        July 1,      October 1,     January 1,      Options   
                Director              Price           1998           1998           1999         Granted   
          ----------------------     --------        ------       ----------     ----------      --------
          <S>                        <C>             <C>          <C>            <C>             <C>
          Glenn M. Gallant            $ 2.96         16,666         16,667         16,667         50,000 
          Douglas R. Baetz            $ 2.96         16,666         16,667         16,667         50,000 
          Kenneth A. Klotz            $ 2.28         16,666         16,667         16,667         50,000 
          Charles LaMontagne          $ 2.28         16,666         16,667         16,667         50,000 
          Olan Beard                  $ 2.28         16,666         16,667         16,667         50,000 
          Donald Thone                $ 2.28         16,666         16,667         16,667         50,000 
          Robert Feldman              $ 2.28         16,666         16,667         16,667         50,000 
                                                                                                ---------
                                                                                                 350,000 
                                                                                                ---------
                                                                                                ---------
          </TABLE>

          The Company plans to account for the options in accordance with
          Accounting Principles Board Opinion No. 25, "Accounting for Stock
          Issued to Employees," under which compensation cost will be recognized
          for the difference in the option's exercise price and the fair market
          value of the stock at the date of the grant.  The effect of further
          compensation cost for the plan, as determined by applying Statement of
          Financial Accounting Standards No. 123, "Accounting for Stock-Based
          Compensation," on the Company's net earnings and earnings per share
          will be disclosed on a pro forma basis, based on estimates using an
          accepted options pricing model.


                                      F-14

<PAGE>
                                       
                           COLUMBIA CAPITAL CORP.
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13:  CONDENSED FINANCIAL INFORMATION - PARENT COMPANY

          The following represents consolidated financial information of the
          parent company as of June 30, 1998 and December 31, 1997 presented
          utilizing the equity method of accounting. 

     CONDENSED BALANCE SHEET:

          <TABLE>
          <CAPTION>
                           ASSETS                                  June 30,       December 31,
                                                                     1998             1997    
                                                                -----------      -------------
          <S>                                                  <C>              <C>
          Current assets
            Cash and cash equivalents                           $      -         $     1,689 
            Prepaid expenses and other assets                       178,524           15,024 
            Federal income tax due from subsidiary                  80,636           13,284 
                                                               -----------      -------------
              Total current assets                                  259,160           29,997 

            Investment in subsidiary                             2,579,755        1,379,969 
                                                                -----------      -------------

                    TOTAL ASSETS                                $ 2,838,915      $ 1,409,966 
                                                                -----------      -------------
                                                                -----------      -------------

              LIABILITIES AND SHAREHOLDERS' EQUITY                    

          LIABILITIES
            Bank overdraft                                      $       153      $      -    
            Accrued expenses and other liabilities                    7,000            5,000 
            Due to subsidiary                                       336,975          192,975 
                                                                -----------      -------------
              Total current liabilities                             344,128          197,975 

          SHAREHOLDERS' EQUITY
            Common stock, $.001 par value; 5,000,000 shares
              authorized; 12,725,000 and 12,500,000 issued and 
              outstanding in 1998 and 1997 respectively              12,725           12,500 
            Capital surplus                                       1,894,755        1,681,230 
            Accumulated deficit                                     587,307         (481,739)
                                                                -----------      -------------
              Total shareholders' equity                          2,494,787        1,211,991 
                                                                -----------      -------------
          
                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $ 2,838,915      $ 1,409,966 
                                                                -----------      -------------
                                                                -----------      -------------
          </TABLE>


                                      F-15

<PAGE>

                           COLUMBIA CAPITAL CORP.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13:    CONDENSED FINANCIAL INFORMATION - PARENT COMPANY -CONTINUED

   
      CONDENSED INCOME STATEMENT:

            <TABLE>
            <CAPTION>
                                                              June 30,        December 31,
                                                                1998             1997       
                                                            -----------      -------------
            <S>                                             <C>              <C>
            REVENUES
              Undistributed earnings (loss) of 
                subsidiary                                  $ 1,199,786      $  (220,031)
                                                            -----------      -------------
                Total revenues                                1,199,786         (220,031)

            EXPENSES
              Stockholder costs and fees                          3,980              581 
              Professional and outside services                 193,871           27,851 
              Amortization expense                                 -                 189 
              Costs related to acquisition                         -             186,921 
              Other operating                                       240              647 
                                                            -----------      -------------
                Total expenses                                  198,091          216,189 

              Net loss related to discontinued operations          -              (1,432)
                                                            -----------      -------------
 
            INCOME (loss) BEFORE FEDERAL INCOME TAX           1,001,695         (437,652)
              Income tax benefit                                (67,351)         (13,284)
                                                            -----------      -------------
 
            Net income (loss)                               $ 1,069,046      $  (424,368)
                                                            -----------      -------------
                                                            -----------      -------------

      CONDENSED STATEMENT OF CASH FLOWS:

            CASH FLOWS FROM OPERATING ACTIVITIES
              Net income (loss)                             $ 1,069,046      $  (424,368)
              Adjustments to reconcile net income (loss) to
                net cash provided by operations                   
                      Undistributed earnings in subsidiary   (1,199,786)         220,031 
                      Depreciation and amortization                -                 189 
                      Increase in tax due from subsidiary       (67,352)         (13,284)
                      Prepaid expenses and other assets        (163,500)         (13,436)
                      Accruals and accounts payable             146,153          222,799 
                                                            -----------      -------------
                Net cash used by operating activities          (215,439)          (8,069)

                CASH FLOWS FROM FINANCING ACTIVITIES
                      Issuance of common stock                  213,750             -  
                                                            -----------      -------------

              NET INCREASE IN CASH AND CASH EQUIVALENTS          (1,689)          (8,069)

              Cash and cash equivalents at beginning of 
                year                                              1,689            9,758 
                                                            -----------      -------------

              CASH AND CASH EQUIVALENTS AT END OF 
                PERIOD                                      $      -         $     1,689
                                                            -----------      -------------
                                                            -----------      -------------
              </TABLE>

 
                                      F-16

<PAGE>
                                       
                           COLUMBIA CAPITAL CORP.
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14:  CONSULTING AGREEMENT

          On March 20, 1998, Columbia Capital Corp. entered into a consulting
          agreement with Worldwide Corporate Finance ("Worldwide").  Worldwide,
          through its individual affiliate, Michael Markow, provides the Company
          with consulting services, including long term business, managerial and
          financial planning; investigating and analysis in corporate
          reorganizations and expansion in merger and acquisition opportunities;
          and the introduction of business opportunities for credit card
          processing services.  The consulting agreement expires on March 19,
          1999.  As the initial compensation for services, the Company granted
          to Mr. Markow options to purchase up to 300,000 shares of Common
          Stock, which are the subject of a currently effective registration
          statement, on the following terms and conditions: (i) options to
          purchase up to 150,000 shares of Common Stock at an exercise price of
          $0.95 per share, exercisable from April 1, 1998 until March 31, 1999;
          (ii) options to purchase up to 75,000 shares of Common Stock at an
          exercise price of $0.95 per share, exercisable from June 19, 1998
          until March 19, 1999; and (iii) options to purchase up to 75,000
          shares of Common Stock at an exercise price of $0.95 per share,
          exercisable from September 19, 1998 until September 19, 1999.

          Worldwide has elected to receive payment in the form of non-cash
          transactions by exercising the options against amounts otherwise
          payable for services rendered by Mr. Markow, in which the fee will be
          considered to be paid in full by delivery to Mr. Markow of the shares
          underlying such options upon exercise thereof.

          Additional compensation, consisting of options to purchase up to
          400,000 shares of Common Stock, has also been issued to Mr. Markow,
          which is the subject of a currently effective registration statement,
          on the following terms and conditions: (i) options to purchase up to
          100,000 shares of Common Stock at an exercise price of $1.70 per
          share, exercisable from April 1, 1998 until August 31, 1998; (ii)
          options to purchase up to 100,000 shares of Common Stock at an
          exercise price of $1.70 per share, exercisable from April 1, 1998
          until October 31, 1998; (iii) options to purchase up to 100,000 shares
          of Common Stock at a per share exercise price equal to 85% of the
          closing bid market value of the Common Stock on the date of exercise
          of such options, exercisable from April 1, 1998 until March 31, 1999;
          and (iv) options to purchase up to 100,000 shares of Common Stock at a
          per share exercise price equal to 85% of the closing bid market value
          of the Common Stock on the date of exercise of such options,
          exercisable from April 1, 1998 until March 31, 2000.

          On March 20, 1998, the Company entered into an additional consulting
          agreement with Worldwide relating to prospective financing
          transactions.  Compensation for these services will be paid in the
          form of restricted securities and on a transaction by transaction
          basis.

          As of June 30, 1998, Worldwide has exercised options to purchase
          225,000 shares of Columbia Capital Corp. Common Stock.  Details of the
          transactions are as follows:

               On April 17, and June 1, 1998, Worldwide exercised options to
               purchase 150,000 and 75,000 shares, respectively, of the
               Company's Common Stock at $0.95 per share resulting in a
               transaction valued at $142,500 and $71,250, respectively. 

          The fair value of the options granted approximate the value of the
          services to be provided by Mr. Markow.


                                      F-17

<PAGE>
                                       
                           COLUMBIA CAPITAL CORP.
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 15:  YEAR 2000

          The year 2000 issue is the result of computer programs being written
          using two digits rather than four to define the applicable year. 
          Computer programs that have date-sensitive software may recognize a
          date using "00" as the year 1900 rather that the year 2000, which
          could result in miscalculations.  The Company has assessed financial
          and operational systems and developed plans to address systems
          modifications.  The Company is also communicating with others with
          which it conducts business to help identify and resolve the year 2000
          issue.  The total cost associated with the required modifications is
          not expected to be material to the Company's consolidated results of
          operations and financial position and is being expensed as incurred.


                                      F-18

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     THIS REPORT, INCLUDING THE DISCLOSURES BELOW, CONTAINS CERTAIN 
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.  
WHEN USED HEREIN, THE TERMS "ANTICIPATES," "EXPECTS," "ESTIMATES," "BELIEVES" 
AND SIMILAR EXPRESSIONS, AS THEY RELATE TO THE COMPANY OR ITS MANAGEMENT, ARE 
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.  THE COMPANY'S ACTUAL 
RESULTS, PERFORMANCE OR ACHIEVEMENTS MAY DIFFER MATERIALLY FROM THOSE 
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.  FACTORS THAT COULD 
CAUSE OR CONTRIBUTE TO SUCH MATERIAL DIFFERENCES INCLUDE THE FACTORS 
DISCLOSED IN THE "RISK FACTORS" SECTION OF THIS REPORT, WHICH READERS OF THIS 
REPORT SHOULD CONSIDER CAREFULLY.

     OVERVIEW OF PRESENTATION.  As of September 23, 1997, the Company entered
into a Stock Purchase Agreement with Douglas R. Baetz and Glenn M. Gallant,
pursuant to which the Company issued an aggregate of 10,631,250 shares of the
Company's common stock, par value $0.001 per share (the "Common Stock") in
exchange for 100% of the issued and outstanding shares of common stock (the
"FICI Common Stock") of the Company's wholly-owned subsidiary, First Independent
Computers, Inc. ("FICI"), through which the Company principally conducts its
business operations.  The Company also issued 618,750 shares of Common Stock to
a third party, which is not an affiliate of Messrs. Baetz and Gallant, for
services rendered to the Company for arranging the transactions which are the
subject of the Stock Purchase Agreement.  In connection with the closing of the
Stock Purchase Agreement, FICI became the sole operating subsidiary of the
Company. 

     In connection with the transactions relating to the Stock Purchase
Agreement and the acquisition of the FICI Common Stock by Messrs. Baetz and
Gallant, such persons obtained a controlling interest in FICI and, thereafter,
the Company.  Therefore, for accounting purposes, the transactions relating to
the Stock Purchase Agreement are deemed to be transactions between entities
under common control.  Accordingly, the business combination between the Company
and FICI was accounted for in a manner similar to a pooling of interests,
whereby the accounts of the entities involved were not revalued, but were
combined at their historical basis.  

     As of May 1, 1997, Messrs. Baetz and Gallant had acquired 100% of the
issued and outstanding  capital stock of FICI for $1,600,000 in cash from
certain unaffiliated parties.

     FICI's assets and liabilities have been restated at their estimated fair
market value as of May 1, 1997 on the balance sheets of the Company at June 30,
1998 and December 31, 1997, in the Company's consolidated financial statements
for the six (6) months ended June 30, 1998 and 1997, included elsewhere herein
at May 1, 1997, utilizing "pushdown accounting."  Total assets were $2,174,670
based on their fair market value as of May 1, 1997.  The difference between the
fair market value of such assets and the $1,600,000 purchase price paid by
Messrs. Baetz and Gallant for the FICI Common Stock, or $973,924, was recorded
on the Company's consolidated balance sheet as goodwill as of  May 1, 1997.  The
goodwill is anticipated to be amortized over 20 years in accordance with
generally accepted accounting principles, with a resulting expense to the
Company from goodwill amortization of $4,058 per month and $48,696 per year over
such period.

     The Company has included in this Report the unaudited consolidated 
financial statements of the Company for the six (6) months ended June 30, 
1998 and 1997, which include the consolidated balance sheets of the Company 
as of June 30, 1998 (unaudited) and December 31, 1997 (audited), and the 
related consolidated income statements and statements of changes in 
shareholders' equity and cash flows for the six (6) month periods ended June 
30, 1998 and 1997.  The consolidated income statements and statements of cash 
flows of the Company for the six (6) months ended June 30, 1998 and 1997, 
which form a part of the Company's consolidated financial statements for such 
periods, reflect the results of operations and cash flows of the parent 
holding company for the four (4) months ended April 30, 1997, and the 
consolidated results of operations and cash flows of the parent holding 
company and FICI for the six (6) months ended June 30, 1998 and the two (2) 
months ended June 30, 1997.

                                       3

<PAGE>

     The Company has also included elsewhere in this Report the unaudited pro
forma consolidated financial statements of the Company for the six (6) months
ended June 30, 1998 and 1997 (the "Pro Forma Financial Statements").  The Pro
Forma Financial Statements include the consolidated balance sheets of the
Company as of June 30, 1998 and December 31, 1997, and the related consolidated
income statements and statements of changes in shareholders' equity and cash
flows for the six (6) month periods ended June 30, 1998 and 1997, and have been
presented to reflect a recapitalization of FICI, with FICI as the acquiror of
the Company as of September 23, 1997.

     For purposes of  the following discussion and analysis, the results of
operations for the six (6) months ended June 30, 1998 and 1997 have been
presented from the financial information set forth in the Pro Forma Financial
Statements.  The following discussion reflects, on a pro forma basis, the
consolidated results of operations of the parent holding company and FICI for
the six (6) months ended June 30, 1998 and the results of operations of FICI for
the six (6) month period ended June 30, 1997.  This method of presentation was
set forth herein to permit useful comparison between the aggregated six (6)
month periods ended June 30, 1998 and 1997 with respect to FICI, the Company's
sole operating subsidiary.  Comparisons between the consolidated operations of
the parent holding company and FICI for the six months ended June 30, 1998 and
the two (2) month period ended June 30, 1997 and the operations of the parent
holding company during the four (4) months ended April 30, 1997 are not
meaningful because the parent holding company had insignificant operations
during such earlier period.  

     CREDIT CARD PROCESSING AGREEMENTS.  On June 30, 1997, a credit card
processing agreement (the "Clark Agreement") expired between the Company and
Clark.  The Clark Agreement was the source of 25% of the Company's total
revenues during the six (6) months ended June 30, 1997.

     As of October 25, 1997, the Company entered into the Master Agreement  with
BestBank.  The credit card portfolios represented by the Master Agreement
principally relate to certain portfolios controlled and directed by Messrs.
Baetz and Gallant, through their business relationships with BestBank, which is
not an affiliate of Messrs. Baetz and Gallant.  The Master Agreement was the
source of 77% of the Company's gross revenues during the six (6) months ended
June 30, 1998.

     RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30,
1997.  Total operating revenues for the six (6) months ended June 30, 1998
increased approximately 196% to $5,837,439 from $1,970,580 for the six (6)
months ended June 30, 1997.  Total operating revenues principally include: (i)
credit card processing revenues, and (ii) banking and financial services
revenues. 

     Credit card processing revenues during the six (6) months ended June 30,
1998 increased 426% to $4,698,934 from $892,843 during the six (6) months ended
June 30, 1997.  This increase primarily relates to the revenues associated with
the Master Agreement.  The Master Agreement with Best Bank represented 93% of
the credit card revenues for the six (6) months ended June 30, 1998.  There were
no revenues associated with the Master Agreement in the six (6) months ended
June 30, 1997 because it was not put in place until October, 1997.  Credit card
processing revenues during the six (6) months ended June 30, 1997 primarily
related to the Clark Agreement, which expired on June 30, 1997.

     Banking and financial services revenues during the six (6) months ended
June 30, 1998 decreased to $465,389 from $472,017.  This source of revenues
generally remained constant during the comparative periods because the Company
maintained its customer base and did not make significant marketing efforts to
develop this business segment.  The Company intends to expand this line of
business by targeting banks and financial institutions based on the increased
capacity of the Company's equipment and hardware in connection with the upgraded
lease with IBM and the installation of the Kirchman Dimension 3000 banking
software.  As of August 1, 1998, the Company anticipates that banking and
financial services revenue will be reduced by approximately $50,000 per month
due to the acquisition and merger of Security State Bank and the resulting


                                      4

<PAGE>

conversion to their in-house processing system.  The Company has generated
revenues of approximately $75,000 per month from this account during the
previous three (3) years.  The Company has agreed to continue the item and
backroom processing services for the former Security State Bank with anticipated
revenues of approximately $25,000 per month.  Management believes that
anticipated increases from the Company's credit card operations and future bank
processing opportunities will replace this reduced source of revenues and that 
the loss of the Security State Bank account is not anticipated to have a
material adverse effect on total revenue for fiscal 1998.  However, no assurance
to this effect can be given.

     Revenues from Pride Refining, Inc. ("Pride") decreased to $179,000 for the
six (6) months ended June 30, 1998 from $389,700 for the six (6) months ended
June 30, 1997.  This revenue decrease was due to a decision of the management of
Pride to take its computer processing activities in-house.  This removal of
processing from the Company to Pride is being converted in stages and should be
completed by the summer of 1999.  Due to the expected increase in revenues from
the Company's credit card operations and bank processing, the loss of the Pride
revenue is not anticipated to have a material adverse effect on total revenue
for fiscal year 1998.  However, no assurance to this effect can be given. 

     Total operating expenses during the six (6) months ended June 30, 1998
increased 95% to $4,170,674 from $2,142,542 during the six (6) months ended June
30, 1997.  Total operating expenses principally include: (i) cost of salaries
and employee benefits, (ii) equipment expenses, (iii) cost of office supplies
and services, (iv) rental and facilities maintenance expenses, and (v)
depreciation and amortization expenses, as follows:

     Cost of salaries and employee benefits during the six (6) months ended June
30, 1998 increased 65% to $1,451,505 from $877,244 during the six (6) months
ended June 30, 1997.  This increase primarily resulted from an increase of
approximately 27 full time employees at June 30, 1998 from June 30, 1997 to
enable the Company to accommodate increased demand for credit card processing
services relating to the Master Agreement.

     Equipment lease and maintenance expenses during the six (6) months ended
June 30, 1998 increased 65% to $1,074,515 from $650,018 during the six (6)
months ended June 30, 1997.  This increase primarily related to the negotiation
of an equipment lease with IBM to upgrade the Company's computer hardware and
the lease of Data Card 9000 credit card production equipment during the last
quarter of the year ended December 31, 1997.

     Cost of office supplies and services, including professional and outside
services, during the six (6) months ended June 30, 1998 increased 259% to
$1,140,040 from $317,783 during the six (6) months ended June 30, 1997.  This
increase related to the expanded volume of services provided by the Company as a
result of the Master Agreement.

     Rental and facilities maintenance expenses during the six (6) months ended
June 30, 1998 increased 221% to $236,747 from $73,865 during the six (6) months
ended June 30, 1997.  This increase related to the negotiation of a new office
lease agreement in August, 1997 which increased the Company's office space from
22,000 square feet to 52,000 square feet.

     In addition, depreciation and amortization expenses during the six (6)
months ended June 30, 1998 increased 98% from $95,149 to $188,402 during the six
(6) months ended June 30, 1997.  The increase related to the revaluation of the
Company's assets to fair market value on May 1, 1997 in connection with the
completion of the transactions relating to the Stock Purchase Agreement and
equipment purchases related to volume increases as a result of the Master
Agreement.


                                      5

<PAGE>

     Other revenues and expenses resulted in total other expenses of $46,999
during the six (6) months ended June 30, 1998, as compared to total other
expenses of $2,534 during the six (6) months ended June 30, 1997.  This increase
in expenses between the respective periods resulted from increased interest
expense of $22,890 in the second quarter of 1998 relating to a $2,000,000
working line of credit (the "Line of Credit") provided by Century Financial
Group, Inc. ("Century"), an affiliate of Messrs. Baetz and Gallant, as compared
to $2,534 in the second quarter of 1997 relating to borrowings from People's
State Bank.  In the second quarter of 1998, $12,670 of interest income was
netted against interest expense.  There was no interest income earned during the
second quarter of 1997.

     As a result of the foregoing, the Company experienced net income of
$1,069,046 during the six (6) months ended June 30, 1998, as compared to a net
loss of $173,535 during the six (6) months ended June 30, 1997.  The Company
experienced income from operations of $1,666,765 during the six (6) months ended
June 30, 1998, as compared to a loss from operations of $171,962 during the six
(6) months ended June 30, 1997.  Management believes this increase in income
from operations primarily resulted from increased revenue related to the
conversion of the Best Bank credit card portfolio in October, 1997.  Due to
economies of scale related to the increased number of accounts processed,
expenses increased at a much lower percentage than revenues.   Also, the
Company's proposed business plan contemplates the growth of revenues in
connection with the Company's expansion strategy.  There can be no assurance
that the Company's expansion strategy will result in continued growth of demand
for the Company's services or increased revenues or profitability.  See
"Liquidity and Capital Resources."

     LIQUIDITY AND CAPITAL RESOURCES.  At June 30, 1998, the ratio of current
assets to current liabilities as 1.32 to 1 compared to 0.82 to 1 at December 31,
1997. 

     The Company has historically financed its operations through the use of
working capital and loans to the Company.  The Company's cash flow needs for the
quarter ended June 30, 1998 and the year ended December 31, 1997 were primarily
provided from operations and from the Line of Credit.  At June 30, 1998, all
trade payables and receivables were current.  At June 30, 1998, a $20,000
unallocated reserve for bad debts was carried by the Company.  At June 30, 1998,
prepaid expenses and inventories were $894,371 and are anticipated to be
expensed as used in the future.  The net property and equipment was $888,403 at
June 30, 1998.  Major capital additions during the three months ended June 30,
1998 were the construction of a credit card production facility at a cost of
$257,019 and personal computer system and network upgrades of $26,973. As of
June 30, 1998, the Company had obtained an interim construction loan from
Security State Bank in the principal amount of $160,000 related to the purchase
and construction of a credit card production facility.  The loan is secured by
the production facility building, bears interest at the prime rate plus 1%, and
is due and payable on September 29, 1998. Management believes that, as of June
30, 1998, and for the foreseeable future, the Company will be able to finance
costs of current levels of operations from revenues and the Line of Credit. 

     On September 11, 1997, as a result of the reduced cash flow relating to the
expiration of the Clark Agreement on June 30, 1997, the Company entered into the
Line of Credit.  The Line of Credit provides for an aggregate maximum amount of
$2,000,000 of credit, secured by all of the Company's assets, at an interest
rate of ten percent (10%) per annum.  Century is not obligated to make advances
to the Company under the Line of Credit.

     As of October 31, 1997, the Company had drawn down the principal amount of
$1,400,000 on the Line of Credit.  The Line of Credit constituted a principal
source of cash flow during the period between the expiration of the Clark
Agreement and the commencement of the Master Agreement.  As of June 30, 1998,
the principal outstanding obligation to Century on the Line of Credit had been
reduced to $850,000 from cash flow generated from the Company's operations.


                                      6

<PAGE>

     Cash and cash equivalents were $117,356, as of June 30, 1998, as compared
to a $17,861 as of December 31, 1997.  This increase was primarily attributable
to the availability of the Line of Credit and positive cash flow during the
quarter ended June 30, 1998.

     As of June 30, 1998 and December 31, 1997, the Company had no long-term
borrowings. 

     As of June 30, 1998, the Company had short-term borrowings in the aggregate
amount of $1,010,000,  as compared to $1,300,000 at December 31, 1997.  The
decrease in short-term borrowings was attributable to payments on the Line of
Credit in the second quarter of 1998 generated through positive cash flow from
operations.  

     In October, 1997, the Company entered into a 36-month equipment lease with
IBM related to the Company's credit card processing operations.  The Company
upgraded the equipment lease in March, 1998 to provide for continued increases
in the Company's processing volume and efficiencies, and expansion of business
operations.  The Company financed the lease agreement by the pledge of
certificates of deposit in the aggregate amount of $500,000, $200,000 of which
had initially been drawn down from the Line of Credit and the balance of which
was generated by cash flow from operations.

     The certificates of deposit are for one-year terms and are automatically
renewable for an additional year.  The certificates of deposit bear varying
rates of interest based on the date of the establishment of the certificates of
deposit.

     Net cash provided by operating activities was $1,080,265 and $204,200 for
the six (6) months ended June 30, 1998 and 1997, respectively.  Net cash
provided by operations during the six (6) months ended June 30, 1998 primarily
consisted of net income from operations and increases in accounts payable,
deferred income taxes and depreciation and amortization, offset by decreases in
accounts receivable and deposits and prepaid expenses.  Net cash used by
operations during the six (6) months ended June 30, 1997 primarily consisted of
decreases in accounts receivable and depreciation and amortization, offset by
decreases in accounts payable,  deposits and prepaid expenses and deferred tax
benefits.

     Net cash (used) by investing activities was ($744,520) and ($53,115) for
the six (6) month periods ended June 30, 1998 and 1997, respectively.  In the
six (6) months ended June 30, 1998, the Company utilized $444,520 to purchase
certain fixed assets, including the upgrade of the IBM equipment lease and
personal computer and network systems upgrades and a credit card production
facility, and utilized $300,000 to invest in the Certificates of Deposit which
are pledged to finance the lease agreements on the Company's main frame computer
system.  In the six (6) months ended June 30, 1997, the Company utilized $50,537
to purchase certain fixed assets, including office furniture, credit card
computer equipment and computer software and $2,578 to invest in certain
interest bearing deposits.

     Net cash provided (used) by financing activities was ($76,250) and $87,023
for the six (6) month periods ended June 30, 1998 and 1997, respectively.  In
the six (6) months ended June 30, 1998, the Company utilized $450,000 to reduce
the principal obligations underlying the Line of Credit, which was offset by the
receipt of $213,750 from the issuance of Common Stock upon the exercise of stock
options and the receipt of $160,000 pursuant to an interim construction loan
from Security State Bank to finance the construction of a credit card production
facility.  In the six (6) months ended June 30, 1997, the Company obtained
$118,580 from the Line of Credit, net of payments, which was utilized to finance
the Company's business operations, which was offset by a decrease of $31,557 in
the Company's bank overdraft position.


                                      7

<PAGE>

     The Company business plan contemplates continued expansion of operations
from such increased operational capacity and to acquire additional and upgraded
equipment and software based on future perceived needs by management.  There can
be no assurances that the Company will be able to generate business sources to
meet existing operational capacity or that the Company will generate sufficient
positive cash flow or develop additional sources of financing to continue the
Company's business plan of growth and expansion. 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS.

     The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings Per Share,"
which is effective for financial statements issued for periods ending after
December 31, 1997.  SFAS No. 128 requires public companies to present specific
disclosure of basic earnings per share and, if applicable, diluted earnings per
share, instead of primary and fully diluted earnings per share based on the
dilutive impacts of outstanding stock options or other convertible securities. 
There was no material difference between reported earnings per share and diluted
earnings per share for the periods presented in the Company's financial
statements.

     FASB recently issued SFAS No. 130, "Reporting Comprehensive Income," which
is required to be adopted for financial statements issued for periods beginning
after December 15, 1997.  This statement establishes standards for the reporting
and display of comprehensive income and its components.  Comprehensive income is
defined as revenue, expenses, gains and losses that, under generally accepted
accounting principles, are included in comprehensive income, but excluded from
net income (such as extraordinary and non-recurring gains and losses).  SFAS No.
130 requires that items of comprehensive income be classified separately in the
financial statements.  SFAS No. 130 also requires that the accumulated balance
of comprehensive income items be reported separately from retained earnings and
paid-in capital in the equity section of the balance sheet.  SFAS No. 130 is not
anticipated to have a material effect on the Company's financial position or
results of operations.

     FASB recently issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which is required to be adopted for
financial statements issued for periods beginning after December 15, 1997.  SFAS
No. 131 is not required to be applied to interim financial statements in the
initial year of application.  SFAS No. 131 requires that financial and
descriptive information about operating segments be reported.  Generally,
financial information will be required to be reported on the basis that it is
used internally for evaluating segment performance and deciding how to allocate
resources to segments.  SFAS No. 131 is not anticipated to have any effect on
the Company's financial position or results of operations.


                             PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS.

     To the knowledge of management, there is no material litigation, pending or
threatened, or judgment entered against the Company or any executive officers or
directors of the Company in his capacity as such.

ITEM 2.  CHANGES IN SECURITIES.

     Not applicable.  The Company did not issue any unregistered securities
during the quarter ended June 30, 1998.


                                      8

<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
     
     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     The Company's stockholders did not adopt any resolutions at a meeting or by
written consent during the quarter ended June 30, 1998.

ITEM 5.  OTHER INFORMATION.

     Not applicable.

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

     (a)  EXHIBITS

          27. Financial Data Schedule.

     (b)  REPORTS ON FORM 8-K

     The Company did not file any  Reports on Form 8-K during the quarter ended
June 30, 1998.


                         DOCUMENTS INCORPORATED BY REFERENCE

     The Company is currently subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Commission.  Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549; at its New York
Regional Office, Suite 1300, 7 World Trade Center, New York, New York, 10048;
and at its Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and copies of such materials can be obtained from the
Public Reference Section of the Commission at its principal office in
Washington, D.C., at prescribed rates.  In addition, such materials may be
accessed electronically at the Commission's site on the World Wide Web, located
at http://www.sec.gov.  


                                      9

<PAGE>

                                      SIGNATURES

     In accordance with the requirements of the Securities and Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   COLUMBIA CAPITAL CORP.


     Dated: July 21, 1998          By:  /s/ Kenneth A. Klotz                   
                                      ------------------------------------
                                       Kenneth A. Klotz
                                       President 


     Dated: July 21, 1998          By:  /s/ Charles La Montagne                
                                      ------------------------------------
                                        Charles La Montagne
                                        Chief Financial Officer


                                      10