<PAGE>   1
                                  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 February 28, 1998


[ ]  Transition Report Under Section 13 or 15(d) of the Exchange Act


      For the transition period from _______________ to __________________


                             Commission File Number:
                                     0-5531


                          FLORAFAX INTERNATIONAL, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


             Delaware                                        41-0719035
    -------------------------------------------------------------------------
    (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                        Identification No.)


                   8075 20th Street, Vero Beach, Florida 32966
    -------------------------------------------------------------------------
                    (Address of principal executive offices)


                                  561-563-0263
    -------------------------------------------------------------------------
                           (Issuer's telephone number)


    -------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

The registrant had 8,350,886 shares of common stock, $0.01 par value, issued at
February 28, 1998.

Transitional Small Business Disclosure Format (Check one): Yes [ ];  No [X]



<PAGE>   2

                                      INDEX


<TABLE>
<CAPTION>
                                                                                PAGE NO.
                                                                                --------
<S>                                                                             <C>
PART I   FINANCIAL INFORMATION                                          

         Item 1.   Financial Statements (Unaudited):

                   Consolidated Balance Sheets
                   February 28, 1998 and August 31, 1997                          1 - 2

                   Consolidated Statements of Income and
                   Accumulated Deficit
                   Three and Six Months Ended February 28, 1998
                   and February 28, 1997                                          3 - 4

                   Consolidated Statements of Cash Flows
                   Six Months Ended February 28, 1998
                   and February 28, 1997                                          5 - 6

                   Notes to Consolidated Financial Statements                     7 - 8

         Item 2.   Management's Discussion and Analysis of
                   Financial Condition and Results of Operations                  9 - 12

PART II  OTHER INFORMATION

         Item 1.   Legal Proceedings                                                13

         Item 2.   Changes in Securities                                            13

         Item 3.   Defaults Upon Senior Securities                                  13

         Item 4.   Submission of Matters to a Vote of Security Holders            13 - 14

         Item 5.   Other Information                                                14

         Item 6.   Exhibits and Reports on Form 8-K                               14 -17

                   Signatures                                                       17


</TABLE>


<PAGE>   3






                          FLORAFAX INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           (IN THOUSANDS)
                                                     FEBRUARY 28     AUGUST 31
                                                         1998          1997
                                                     ------------    ---------
                                                      (Unaudited)
<S>                                                     <C>          <C>    
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                               $ 4,405      $ 4,170
Restricted cash                                              99           97
Accounts receivable:
          Trade, less allowances of
          $512 at February 28, 1998  
          and $509 at August 31, 1997                     2,338        1,317
Charge card issuers                                         412          343
Other                                                       197           94
                                                        -------      -------
                                                          2,947        1,754

Deferred tax asset                                          264          264
Prepaid and other assets                                    294           40
                                                        -------      -------
                           TOTAL CURRENT ASSETS           8,009        6,325


Property and equipment, at
cost:
         Fixtures and equipment                           1,552        1,324
         Computer systems                                   935          798
         Communication systems                            1,060        1,010
         Land, building and leasehold improvements        1,280          524
                                                        -------      -------
                                                          4,827        3,656
         Accumulated depreciation
          and amortization                                2,833        2,713
                                                        -------      -------
                                                          1,994          943
Excess of cost over net
 assets of acquired business                              1,995        1,995
Deferred tax asset, net of allowance                        872        1,236 
Other                                                       164           95
                                                        -------      -------
                                                          3,031        3,326

                            TOTAL ASSETS                $13,034      $10,594
                                                        =======      =======

</TABLE>


See accompanying notes



                                       1

<PAGE>   4


                          FLORAFAX INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    (IN THOUSANDS)
                                                             FEBRUARY 28      AUGUST 31
                                                                 1998           1997
                                                             ----------       --------
                                                             (Unaudited)
<S>                                                            <C>            <C>     
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                               $  5,675       $  3,754
Accrued expenses                                                  1,269          1,308
Member benefits                                                     146            147
                                                               --------       --------
                              TOTAL CURRENT LIABILITIES           7,090          5,209
                                                       

Long term debt, less current maturities                              80             80
Membership security deposits                                         59             52
                                                               --------       --------
                              TOTAL LIABILITIES                   7,229          5,341


STOCKHOLDERS' EQUITY
 Preferred stock ($10 par value,
   600,000 shares authorized at
   February 28, 1998 and August 31, 1997,
   none issued)
 Common stock - ($.01 par value, 70,000,000
   shares authorized, 8,350,886 and 8,253,004 shares
   issued at February 28, 1998 and August 31, 1997,
   respectively                                                      83             83
 Additional paid-in capital                                      10,120         10,108
 Treasury stock at cost                                          (1,616)        (1,438)
 Accumulated deficit                                             (2,782)        (3,500)
                                                               --------       --------

TOTAL STOCKHOLDERS' EQUITY                                     $  5,805       $  5,253
                                                               --------       --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 13,034       $ 10,594
                                                               ========       ========

</TABLE>


See accompanying notes

                                        2




<PAGE>   5

                          FLORAFAX INTERNATIONAL, INC.
            CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED         SIX MONTHS ENDED
                                       -------------------------   -------------------------
                                       FEBRUARY 28   FEBRUARY 28   FEBRUARY 28   FEBRUARY 28
                                           1998         1997          1998          1997
                                       -----------   -----------   -----------   -----------
<S>                                      <C>           <C>           <C>           <C>    
NET REVENUES:
Member dues and fees                     $   723       $   624       $ 1,352       $ 1,134
Floral and other order
    processing                             2,323         1,915         3,644         2,923
Directory and advertising fees               464           353           824           656
Charge card processing                       483           395           907           792
Other revenue                                 47             8            80            12
                                         -------       -------       -------       -------
                                           4,040         3,295         6,807         5,517
EXPENSES:
General and administrative                 1,876         1,669         3,212         2,843
Selling and advertising                    1,374           950         2,152         1,561
Directory publishing                         140            97           231           187
Depreciation, amortization
    and retirements                           82            67           151           127
                                         -------       -------       -------       -------
                                           3,472         2,783         5,746         4,718
                                         -------       -------       -------       -------

OPERATING INCOME                             568           512         1,061           799

OTHER INCOME (EXPENSE)
Interest expense                              (1)           (1)           (3)           (4)
Other                                          6           915             8           916
Interest income                               40            45            76            74
                                         -------       -------       -------       -------
                                              45           959            81           986
                                         -------       -------       -------       -------

INCOME BEFORE TAXES                          613         1,471         1,142         1,785
Income taxes                                 233            33           424             2
                                         -------       -------       -------       -------

NET INCOME                               $   380       $ 1,438       $   718       $ 1,783



</TABLE>

See accompanying notes

                                        3




<PAGE>   6

                          FLORAFAX INTERNATIONAL ,INC.
            CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED           SIX MONTHS ENDED
                                         -------------------------   -------------------------
                                         FEBRUARY 28   FEBRUARY 28   FEBRUARY 28   FEBRUARY 28
                                             1998          1997         1998           1997
                                         -----------   -----------   -----------   -----------
<S>                                        <C>           <C>           <C>           <C>    
NET INCOME:                                $   380       $ 1,438       $   718       $ 1,783
Accumulated deficit at
     Beginning of period                    (3,162)       (6,588)       (3,500)       (6,933)
                                           -------       -------       -------       -------
ACCUMULATED DEFICIT AT
END OF PERIOD                              $(2,782)      $(5,150)      $(2,782)      $(5,150)
                                           -------       -------       -------       -------

Basic earnings per common share:              $.05         $0.17          $.09         $0.22

                               

WEIGHTED AVERAGE
SHARES OUTSTANDING                           7,345         8,221         7,677         8,217

Fully diluted earnings per
common share:                                 $.04         $0.16          $.08         $0.20

WEIGHTED AVERAGE SHARES
OUTSTANDING                                  8,722         8,806         8,714         8,797

</TABLE>


See accompanying notes

                                        4



<PAGE>   7

                          FLORAFAX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               SIX MONTHS ENDED
                                                          -------------------------
                                                          FEBRUARY 28   FEBRUARY 28
                                                             1998           1997
                                                          -----------   -----------
<S>                                                         <C>           <C>    
OPERATING ACTIVITIES
         Net income                                         $   718       $ 1,783

ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES
 Depreciation, amortization, and
     retirements                                                120            76
 Provision for doubtful accounts                                 86            99
 Deferred income taxes                                          364           (35)

 Increase (decrease) in cash flows due to changes in:
         Accounts receivable                                 (1,279)         (688)
         Prepaid and other assets                              (254)          (92)
         Other assets                                            31           143
         Accounts payable                                     1,921           964
         Accrued liabilities                                    (40)          386
         Membership security deposits                             7             5
                                                            -------       -------
         NET CASH PROVIDED BY
         OPERATING ACTIVITIES                                 1,674         2,641

INVESTING ACTIVITIES
Capital expenditures                                         (1,171)         (427)
Purchase of common stock                                       (100)
(Increase) decrease in restricted cash                           (2)           22
                                                            -------       -------
NET CASH (USED IN) INVESTING ACTIVITIES                     $(1,273)      $  (405)

</TABLE>


See accompanying notes

                                   (CONTINUED)

                                        5


<PAGE>   8

                          FLORAFAX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      SIX MONTHS ENDED
                                                 -------------------------
                                                 FEBRUARY 28   FEBRUARY 28
                                                     1998         1997
                                                 ----------    -----------
<S>                                                <C>           <C>    
FINANCING ACTIVITIES
Purchases of treasury stock                           (178)
Proceeds from issuing stock                             12            11
Payments of debt                                                    (333)
                                                   -------       -------
NET CASH (USED IN)
FINANCING ACTIVITIES                                  (166)         (322)
                                                   -------       -------
NET INCREASE IN CASH AND
CASH EQUIVALENTS                                       235         1,914
Cash and cash equivalents
at beginning of year                                 4,170         3,671
                                                   -------       -------

CASH AND CASH EQUIVALENTS
AT END OF PERIOD                                   $ 4,405         5,585
                                                   =======       =======

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:

Cash paid during the period for interest                         $     1
Cash paid during the period for
 income tax                                        $    60       $    24
                                                   =======       =======

</TABLE>


See accompanying notes

                                        6


<PAGE>   9

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE (1) MANAGEMENT'S OPINION AND ACCOUNTING POLICIES

The accompanying interim financial statements should be read in conjunction with
the Florafax International, Inc. (the Company's) Form 10-KSB for the year ended
August 31, 1997.

In the opinion of Management the unaudited consolidated financial statements
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the Company's consolidated financial position as of
February 28, 1998 and the consolidated results of operations and cash flows for
the three and six months ended February 28, 1998.

Historically, the Company's flowers-by-wire operation is seasonal in that its
member florists send a much larger volume of orders during Thanksgiving, the
Christmas season, Valentine's Day, Easter and Mother's Day. Therefore, the
results of operations of an interim period may not necessarily be indicative of
the results expected for a full year. In an effort to increase orders to member
florists, the Company continues to engage in non traditional campaigns through
it's wholly owned subsidiary, The Flower Club (800-800 SEND). The Flower Club
was formed to generate additional orders by pursuing relationships with
nationally recognized corporations. The Company engages in joint marketing
campaigns with these corporations not only during holidays, but also during
non-seasonal periods in an effort to provide member florists with orders during
slow periods of the year.

NOTE (2) CONTINGENCIES

During the quarter ended February 28, 1997, the Company received a $1,041,000
court award related to a dispute that arose in 1990 with GTE/Market Resources,
Inc. There were no conditions attached to the award and, accordingly, the amount
was included in income in that quarter, which is the primary component of other
income in 1997.

NOTE (3) RECENT PRONOUNCEMENTS

EARNINGS PER SHARE - In February 1997, the FASB issued Statement No. 128,
EARNINGS PER SHARE, which is effective for periods ending after December 15,
1997. As a result, the Company implemented Statement No. 128 during the quarter
ended February 28, 1998. Under the new requirements, primary earnings per share
is replaced with basic earnings per share, which excludes the dilutive effect of
stock options and other common stock equivalents. In addition, Statement No. 128
requires restatement of all prior periods. Accordingly, the quarter and six
months ended February 28, 1997 have been restated to conform to Statement No.
128.

                                        7




<PAGE>   10

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION (SFAS 131), which supersedes Financial
Accounting Standards No. 14. SFAS 131 uses a management approach to report
financial and descriptive information about a Company's operating segments.
Operating segments are revenue-producing components of the enterprise for which
separate financial information is produced internally for the Company's
management. SFAS 131 is effective for fiscal years beginning after December 31,
1997. Management is currently assessing the impact of this Standard.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, REPORTING COMPREHENSIVE INCOME (SFAS
130). SFAS 130 requires that total comprehensive income and comprehensive income
per share be disclosed with equal prominence as net income and earnings per
share. Comprehensive income is defined as changes in stockholders' equity
exclusive of transactions with owners such as capital contributions and
dividends. SFAS is effective for fiscal years beginning after December 15, 1997.
Management is currently assessing the impact of this Standard.

NOTE (4) CREDIT FACILITY

During the second quarter of 1998 the Company secured a $5 million revolving
credit facility with First Union National Bank of Florida. The credit facility,
collateralized by all the Company's assets, is for two years at the bank's prime
rate of interest, and will be used primarily to finance the acquisition of
companies that provide a strategic fit with Florafax's business. A $2 million
sublimit is also available for general working capital.

NOTE (5) AMENDMENT TO THE MANAGEMENT INCENTIVE STOCK PLAN

At the annual shareholder meeting held during the second quarter of fiscal 1998
the shareholders voted to approve an amendment to the Management Incentive Stock
Plan (Incentive Plan) to increase the aggregate number of shares that may be
subject to awards under the Incentive Plan from 500,000 shares to 1,000,000
shares of common stock of the Company

                                        8


<PAGE>   11


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

Liquidity and Capital Resources

The Company continues to generate significant cash flows. Cash provided by
operating activities was $1,674,000 for the six months ended February 28, 1998
compared to $2,641,000 (which includes proceeds of $1,041,000 from a litigation
settlement) for the six months ended February 28, 1997.

Operating cash flows historically have been generated primarily from processing
floral orders and charge card transactions for the Company's member florists, as
well as collecting dues, fees and directory advertising from the members. Floral
order processing may require settlement with the fulfilling florist before
collection of funds from the sending florist. Charge card processing, however,
generally allows the Company to collect funds from the charge card issuer prior
to settlement with the merchant. Since in both types of transactions the Company
is both collecting and settling funds, the timing of these cash flows has a
significant impact on the Company's liquidity.

As discussed in Note 1 to the consolidated financial statements the Company
continues to engage in non traditional campaigns through it's wholly owned
subsidiary, The Flower Club (800 800 SEND). This has helped to improve the
Company's cash flow as the majority of orders generated through The Flower Club
are paid for by credit cards. This allows the Company to receive a significant
portion of its funds within days after processing the transaction.

During the second quarter of 1998 the Company purchased the land and building
which were previously leased as the Company's corporate headquarters. The
purchase price was $672,500. In addition, the Company purchased a new telephone
switch in the amount of $220,000. As a result of the Company's cash position,
both of these purchases were funded with operating cash flows.

RESULTS OF OPERATIONS

General Comments

Revenues are up in every category for the quarter and six months ended February
28, 1998 when compared to the same periods in the previous year. Total net
revenues were up 23% for both the quarter and six months ended February 28, 1998
when compared to the same periods in the prior year. Operating income increased
by 11% for the quarter and 33% for the six months ended February 28, 1998 when
compared to the same periods in the prior year.

                                        9


<PAGE>   12

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


Net Revenues

Revenue from member dues and fees has increased for both the quarter and six
months ended February 28, 1998 when compared to the same periods in the prior
year. This increase is primarily attributable to an increase in member florists.

Floral order revenue increased for both the quarter and six months ended
February 28, 1998 when compared to the same periods last year. This is
attributable primarily to an increase in Flower Club revenues as well as an
increase in shop to shop revenues. In addition, the Company is experiencing
positive results from its gift basket program and also the Talking Bouquet, a
product introduced by the Company last year.

Net revenues from credit card operations increased for both the quarter and six
months ended February 28, 1998 when compared to the same periods in the prior
year, which is primarily attributable to an increase in gross dollars processed
by the Company's merchants.

Advertising and directory fees increased for both the quarter and six months
ended February 28, 1998 when compared to the same periods in the prior year.
This is due primarily to the issuance of an additional directory in 1998 when
compared to 1997, and also an increase in advertising by member florists.

Expenses

Member support, general and administrative expenses increased for both the
quarter and six months ended February 28, 1998 when compared to the same periods
in the prior year. The primary components of the increase were labor costs,
telephone expense, consulting fees and investor relation expenses. The labor
costs increased moderately as a result of increased Flower Club order volume and
general wage increases. The increase in telephone related expenses was due to an
increase in order volume and certain expenses related to the new phone equipment
in the Companies order centers. The increased consulting fees and investor
relation expenses are a result of the Companies efforts to utilize the talents
of certain individuals on an "as needed" basis, including a public relations
firm to assist in familiarizing the investment community with the Company.

Selling and advertising expenses increased for both the quarter and six months
ended February 28, 1998 when compared to the same periods in the prior year.
There are two main reasons for the increase. First, the Company has increased
its sales and marketing staff in order to continue to grow its floral membership
and generate additional orders for member florists. Second, the Company paid
higher marketing commissions and printing costs related to the increased Flower
Club order volume in 1998 when compared to 1997.


                                       10



<PAGE>   13

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Income Taxes

The Company accounts for income taxes using Financial Accounting Standard Board
statement No. 109, ACCOUNTING FOR INCOME TAXES, which requires the asset and
liability method of accounting for income taxes. Under the asset and liability
method deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Until 1996, the Company had provided the full valuation allowance on net
deferred tax assets based on the Company's history of losses and the uncertainty
surrounding the Company's ability to recognize such assets in the future.

However, during the year ended August 31, 1996 the Company re-evaluated its
historical losses, and its projected future earnings, and reached the conclusion
that it was more likely than not that some portion of the deferred tax asset
would be realized. At that time the valuation allowance was reduced resulting in
a net deferred tax benefit. At August 31, 1996 the Company still had available
certain income tax benefits related primarily to timing differences and
operating loss carryforwards for which a valuation allowance was recorded, due
to uncertainties surrounding the Company's ability to ultimately realize the
entire amount of these benefits. During 1996 as the Company incurred income tax
expense there were corresponding reductions in the valuation allowance, thereby
resulting in certain income tax benefits. These income tax benefits exceeded the
income tax expense causing no income tax expense to be shown in 1996.

At August 31, 1997 the Company further reduced the valuation allowance so that
the deferred tax asset reflected the ultimate amount of tax benefits expected to
be realized. Consequently, during the quarter and six months ended February 28,
1998 the Company recorded a net income tax expense, as there were no income tax
benefits to offset the income tax expense.

Year 2000 Issue

The Company believes that it has adequately addressed the year 2000 issues. For
externally purchased software the Company has performed various test
transactions and concluded that these applications are ready for use in the year
2000. For internally developed software the Company has assessed the
applications and determined that relatively minor changes will be required for
the year 2000 at a minimal cost and effort.

                                       11


<PAGE>   14

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Forward-Looking Statements

When used in this report, the words "plan(s)", "intends(s)", "expect(s)",
"feel(s)", "will", "may", "believe(s)", "anticipate(s)", and similar expressions
are intended to identify forward-looking statements. The events described in
such statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those projected. Readers are cautioned
not to place undue reliance on these forward-looking statements which speak only
as of the date hereof. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. Readers are also
urged to carefully review and consider the various disclosures made by the
Company which attempt to advise interested parties of the factors which affect
the Company's business, including the disclosures made under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the report, as well as the Company's periodic reports of Form
10-KSB, 10-QSB and 8-K filed with the Securities and Exchange Commission.

The events described in such statements, and the success of the management
strategies described by those statements, are subject to certain risks and
uncertainties which could cause actual results to differ from those discussed;
among those risks and uncertainties which are particular to the Company are:
continued consumer spending on discretionary items such as flowers and gifts,
the success of the Company in maintaining relations with corporate marketing
partners, the success of the Company in maintaining a strong membership base,
the continued use of credit cards as the preferred method of payment by
customers of members, increased labor costs and the health of the retail flower
industry as a whole.

                                       12



<PAGE>   15

                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings

For a summary of legal proceedings, reference is made to Item 3, Legal
Proceedings, included in the Company's annual report on Form 10-KSB for the year
ended August 31, 1997 and to Note 2 of the Notes to Consolidated Financial
Statements included in this filing.

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

Item 4.  The Submission of Matters to a Vote of Security Holders

An annual meeting of the shareholders of the Company was held on January 27,
1998 pursuant to notice of the meeting and the proxy statement for the annual
meeting first mailed on or about December 18, 1997 to all shareholders of record
as of November 28, 1997.

The meeting was held:

1)   To elect six directors;
2)   To consider and vote upon approval to amend the Company's Management
     Incentive Stock Plan ("Incentive Plan") to increase the aggregate number of
     shares that may be subject to awards under the Incentive Plan from 500,000
     shares to 1,000,000 shares of common stock of the Company; and
3)   To transact such other business as may properly come before the meeting or
     any adjournment or postponement thereof.

The following individuals were nominated as directors and were the only nominees
submitted to the shareholders. The number of shares voted and those withheld
from each such nominee are listed below:

                                       13


<PAGE>   16

                                      FOR           WITHHELD
                                      ---           --------

T. Craig Benson                     7,463,600         6,395
S. Oden Howell                      7,463,900         6,095
William E. Mercer                   7,463,900         6,095
Kenneth G. Puttick                  7,463,600         6,395
James H. West                       7,463,900         6,095
Andrew W. Williams                  7,463,900         6,095

There were no abstentions or broker non-votes.

Other matters submitted to a vote by the shareholders are shown below, along
with the votes for and against each matter.

<TABLE>
<CAPTION>
                                                                                                   BROKER
                                                      FOR           AGAINST         ABSTAIN       NON VOTES
                                                      ---           -------         -------       ---------
<S>                                                  <C>             <C>             <C>           <C>      
To increase the aggregate number of 
shares that may be subject to awards 
under the Incentive Plan from 500,000 
shares to 1,000,000 shares of common
stock of the Company                                 3,944,724       45,923          13,483        3,465,865

</TABLE>

There was no other business to come before the meeting. The total number of
shares present at the meeting in person or by proxy was 7,469,995 representing
97% of the shares outstanding, 7,724,742.

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on form 8-K

Exhibits







                                       14

<PAGE>   17
EXHIBIT REFERENCE
-----------------

         (10) Material Contracts

               (a)  Amendment dated January 7, 1998 to building purchase
                    agreement between Registrant and Alvin Wunderlich Sr. Trust
                    Number 1

               (b)  Promissory note agreement dated January 16, 1998 in the
                    amount of $5,000,000 between Registrant and First Union
                    National Bank

               (c)  Loan agreement dated January 16, 1998 between Registrant and
                    First Union National Bank.

               (d)  Security Agreement dated January 16, 1998 between Registrant
                    and First Union National Bank.

               (e)  Closing Statement dated January 16, 1998 between Registrant
                    and First Union National Bank.

         (27) Financial Data Schedule (for SEC use only).

The following items have been included as exhibits in filings by the Company in
a previous filing and, accordingly, are incorporated here by reference.

EXHIBIT REFERENCE

         (3)  Articles of incorporation and Bylaws of the Registrant, as
              amended.

         (10) Material Contracts

               (a)  Convertible subordinated notes due to Clark Estates maturing
                    June 30, 1996.

               (b)  Subordinated debentures maturing in 1998.

               (c)  Agreement dated December 3 1993, Addendum, Second Addendum,
                    Third Addendum, Fourth Addendum and Fifth Addendum thereto
                    by and between the Registrant and Citizens Fidelity Bank and
                    Trust Company (now PNC Bank, Kentucky, Inc.).



                                       15
<PAGE>   18


EXHIBIT REFERENCE

               (d)  Purchase Agreement for certain assets formerly owned by
                    Savannah Floral Services, Inc. dated March 10, 1994.

               (e)  Note Payable to Andrew Williams dated March 10, 1994.

               (f)  Promissory Note to Citrus Bank dated November 9, 1993.

               (g)  Promissory Note to Citrus Bank dated November 17, 1993.

               (h)  Promissory Note to Citrus Bank dated January 25, 1994.

               (i)  Loan to James H. West, Director, President and Chief
                    Financial Officer, dated August 28, 1994.

               (j)  Consulting agreement with David Harper of Ventura County
                    California dated December 10, 1993.

               (k)  Promissory Note to Citrus Bank dated August 31, 1995.

               (l)  Operating lease agreement between Registrant and Alvin
                    Wunderlich dated April 1995.

               (m)  Agreement of Purchase and Sale made and entered into to be
                    effective December 29, 1995 by and between Registrant and
                    St. James Partners, LTD. 7% Convertible Promissory Note in
                    the amount of $2,500,000 dated Dated February 28, 1996 due
                    February 28, 1997.

               (n)  Security agreement dated February 28, 1996 executed in
                    connection with the $2,500,000 Convertible Promissory Note.

               (o)  Common Stock Purchase Warrant for 250,000 shares of the
                    registrants common stock expiring January 1, 2001.

               (p)  Common Stock Purchase Warrant for 400,000 shares of the
                    registrants Common stock expiring January 1, 2001.


                                       16


<PAGE>   19


EXHIBIT REFERENCE

               (q)  Construction Agreement dated September 30, 1996 between
                    Registrant And C.E. Block, Architect of Vero Beach, Florida.

               (r)  Building purchase Agreement between Registrant and Alvin
                    Wunderlich Sr. Trust Number 1.

               (s)  Building lease Agreement between Registrant and Verne W.
                    Anderson and Mariella Anderson Living Trust

               (t)  Nonqualified, Nonplan Option Agreement between Registrant
                    and Andrew W. Williams, Chairman of the Board and CEO.

               (u)  Nonqualified, Nonplan Option Agreement between Registrant
                    and James H. West, President and CFO.

               (v)  Nonqualified, Nonplan Option Agreement between Registrant
                    and Kelly S. McMakin, Treasurer and Secretary.

               (w)  Nonqualified, Nonplan Option Agreement between Registrant
                    and James J. Pagano, Vice President and Marketing Director

   (22)   Subsidiaries of the Registrant

Reports on Form 8-K

No reports on Form 8-K were filed during the second quarter of fiscal 1998.

                                   SIGNATURES

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

                                                Florafax International, Inc.



Date:    April 10, 1998                         JAMES H. WEST
         --------------                         -------------------
                                                President and Chief
                                                Financial Officer



                                       17