<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


                                    FORM 10-Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       Or

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

        For the transition period from                to
                                        --------------    --------------

                         Commission File Number 0-26390


                               CELERIS CORPORATION
             (Exact name of registrant as specified in its charter)

           MINNESOTA                                   41-1545493
(State or other jurisdiction of
        incorporation or organization)            (IRS Employer ID No.)

                              1801 WEST END AVENUE
                                    SUITE 750
                               NASHVILLE, TN 37203
                                 (615) 341-0223
                  (Address including zip code, of Registrant's
                    principal executive offices and telephone
                          number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and has been subject to such filing requirements
for the past 90 days. [X] Yes [ ] No

As of July 31, 1999 there were 3,092,329 shares of the registrant's common stock
outstanding, reflective of the registrant's one-for-three reverse stock split
applicable to shareholders of record July 29, 1999.


<PAGE>   2


                               CELERIS CORPORATION

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

<TABLE>
<S>                                                                                                    <C>
Condensed Consolidated Balance Sheets as of June 30, 1999 and December 31, 1998 ........................1
Condensed Consolidated Statements of Operations For the Three and Six Months
         Ended June 30, 1999 and 1998 ..................................................................2
Condensed Consolidated Statements of Cash Flows For the Six Months
         Ended June 30, 1999 and 1998 ..................................................................3
Notes to Condensed Consolidated Financial Statements ...................................................4

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations..........7

Item 3.  Quantitative and Qualitative Disclosures About Market Risks ...................................10

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings .............................................................................10
Item 2.  Changes in Securities and Use of Proceeds .....................................................11
Item 3.  Defaults Upon Senior Securities ...............................................................11
Item 4.  Submission of Matters to a Vote of Security Holders ...........................................11
Item 5.  Other Information .............................................................................11
Item 6.  Exhibits and Reports on Form 8-K ..............................................................11
</TABLE>


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.

This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements include statements regarding intent, belief or current expectations
of Celeris Corporation (the "Company") and its management. Such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties that may cause the Company's actual results to differ materially
from the results discussed in the forward-looking statements. Risks and
uncertainties that might cause such differences include, but are not limited to:
(1) the Company's ability to control costs and keep increases in expenditures
below revenue growth, if any, to achieve profitability and positive cash flow;
(2) the Company's lack of an operating history in the clinical research services
market on which to base expectations for future performance; (3) uncertainty of
market acceptance of the Company's clinical research services; (4) fluctuations
in quarterly operating results as a result of delays in implementing or
termination of particular clinical trials; (5) the Company's dependence on the
amount of research and development activities, particularly clinical trials, of
pharmaceutical, medical device and biotechnology companies; (6) intense
competition in the market for clinical research services; (7) cancellations or
delays of contracts by the client which may leave the Company with excess
capacity; (8) challenges presented by the Company's new clinical research
operations, which will require the Company to attract and integrate new key
employees and to develop new operational and financial systems, procedures and
controls; (9) the Company's dependence on regulation of the pharmaceutical,
medical device and biotechnology industries; (10) a material portion of the
Company's future revenue is dependent on a single client; (11) the possibility
of adverse outcomes related to the Company's shareholder lawsuits or SEC
investigation; (12) failure of the Company's one-for-three reverse stock split
to cause the Company to comply with The Nasdaq Stock Market(R) requirements for
a $1.00 minimum bid price; and (13) risks associated with the Company's
discontinued operations, including the failure to realize the Company's
assumptions regarding estimated charges and performance of the assets sold. The
forward-looking statements herein are qualified in their entirety by the
cautionary statement and risk factors set forth in Item 1, under the caption
"Cautionary Statement and Risk Factors," of the Company's Annual Report on Form
10-K, dated March 30, 1999. A copy of the Form 10-K may be obtained from the
Public Reference Branch of the SEC at 450 Fifth Street NW, Washington, DC at
prescribed rates.

<PAGE>   3

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  JUNE 30,          DECEMBER 31,
                                                                    1999                1998
                                                                 (UNAUDITED)          (AUDITED)
                                                                ------------        ------------
<S>                                                             <C>                 <C>
       ASSETS
Current assets:
       Cash and cash equivalents                                $  7,343,121        $  8,138,542
       Short-term investments                                      3,037,016           7,083,851
       Accounts receivable, net of allowance of $250,000
            and $172,000, respectively                             2,281,994           1,516,712
       Other current assets                                          401,749             412,360
                                                                ------------        ------------
             Total current assets                                 13,063,880          17,151,465

Net furniture, fixtures and equipment                              1,283,384           1,012,986
                                                                ------------        ------------
             Total assets                                       $ 14,347,264        $ 18,164,451
                                                                ============        ============

       LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
       Accounts payable and accrued expenses                    $  1,288,624        $  1,024,837
       Deferred revenue and payables                                 507,036             398,653
       Accrued compensation                                          335,955             279,853
       Net current liabilities of discontinued operations          1,985,611           4,256,332
                                                                ------------        ------------
             Total current liabilities                             4,117,226           5,959,675

COMMITMENTS AND CONTINGENCIES (Note 4)                                    --                  --

SHAREHOLDERS' EQUITY:
       Common stock, $.01 par value - 13,511,111 shares
             authorized; 3,082,310 and 3,139,810 shares
             issued and outstanding, respectively                     30,823              31,398
       Additional paid-in capital                                 67,452,392          67,591,615
       Accumulated deficit                                       (57,253,177)        (55,418,237)
                                                                ------------        ------------
             Total shareholders' equity                           10,230,038          12,204,776
                                                                ------------        ------------
             Total liabilities and shareholders' equity         $ 14,347,264        $ 18,164,451
                                                                ============        ============
</TABLE>




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








                                       1
<PAGE>   4

CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                              FOR THE THREE MONTHS ENDED         FOR THE SIX MONTHS ENDED
                                                                        JUNE 30                          JUNE 30
                                                             ----------------------------      -----------------------------
                                                                 1999             1998             1999              1998
                                                             -----------      -----------      -----------      ------------
<S>                                                          <C>              <C>              <C>              <C>
Revenue                                                      $ 2,398,729      $ 1,441,899      $ 4,331,591      $  2,744,524
Cost of sales                                                  1,643,681          932,145        3,017,078         1,658,059
                                                             -----------      -----------      -----------      ------------
           Gross profit                                          755,048          509,754        1,314,513         1,086,465
Selling, general and administrative expenses                   1,930,488        1,054,034        3,858,306         1,832,458
                                                             -----------      -----------      -----------      ------------
           Loss from operations                               (1,175,440)        (544,280)      (2,543,793)         (745,993)
Interest income, net                                             139,028          323,690          308,853           682,161
                                                             -----------      -----------      -----------      ------------
           Loss from continuing operations                    (1,036,412)        (220,590)      (2,234,940)          (63,832)

Discontinued operations:
      Loss from discontinued operations                               --       (2,531,520)              --        (4,706,639)
      Gain (loss) on disposal of discontinued operations         200,000       (5,349,000)         400,000        (5,349,000)
                                                             -----------      -----------      -----------      ------------
      Total discontinued operations                              200,000       (7,880,520)         400,000       (10,055,639)
                                                             -----------      -----------      -----------      ------------
           Net loss                                          $  (836,412)     $(8,101,110)     $(1,834,940)     $(10,119,471)
                                                             ===========      ===========      ===========      ============
Basic income (loss) per common share:
      Continuing operations                                  $     (0.33)     $     (0.07)     $     (0.71)     $      (0.02)
      Discontinued operations                                       0.06            (2.47)            0.13             (3.12)
                                                             -----------      -----------      -----------      ------------
                                                             $     (0.27)     $     (2.54)     $     (0.58)     $      (3.14)
                                                             ===========      ===========      ===========      ============
Diluted income (loss) per common share:
      Continuing operations                                  $     (0.33)     $     (0.07)     $     (0.71)     $      (0.02)
      Discontinued operations                                       0.06            (2.47)            0.13             (3.12)
                                                             -----------      -----------      -----------      ------------
                                                             $     (0.27)     $     (2.54)     $     (0.58)     $      (3.14)
                                                             ===========      ===========      ===========      ============
Weighted average shares outstanding:
       Basic                                                   3,134,883        3,193,150        3,137,333         3,219,500
       Diluted                                                 3,134,883        3,193,150        3,137,333         3,219,500
</TABLE>



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





                                       2
<PAGE>   5

CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          FOR THE SIX MONTHS ENDED
                                                                                                  JUNE 30
                                                                                        ----------------------------
                                                                                            1999              1998
                                                                                        -----------      ------------
<S>                                                                                     <C>              <C>
OPERATING ACTIVITIES:
   Net loss                                                                             $(1,834,940)     $(10,119,471)
   Adjustments to reconcile net loss to net cash provided by
       (used in) continuing operating activities:
       Depreciation                                                                         216,733            48,291
       Provision for bad debts                                                               92,264            56,589
       Loss from discontinued operations                                                         --         4,706,639
       Loss (gain) on disposal of discontinued operations                                  (400,000)        5,349,000
       Value of options issued for consulting services                                       21,225                --

   Changes in operating assets and liabilities:
       Accounts receivable                                                                 (857,546)           (8,654)
       Other current assets                                                                  10,611            26,470
       Accounts payable and accrued expenses                                                268,452           (15,627)
       Deferred revenue and payables                                                        108,383           163,442
       Accrued compensation                                                                  56,102           178,371
                                                                                        -----------      ------------
             Net cash provided by (used in) continuing operating activities              (2,318,716)          385,050

INVESTING ACTIVITIES:
   Purchase of short-term investments                                                            --        (7,481,661)
   Sales and maturities of short-term investments                                         4,046,835        13,550,963
   Purchases of furniture, fixtures and equipment                                          (534,149)         (361,681)
                                                                                        -----------      ------------
             Net cash provided by investing activities                                    3,512,686         5,707,621

FINANCING ACTIVITIES:
   Repurchase of common stock                                                              (140,418)         (623,125)
   Net proceeds from exercise of common stock options                                            --            48,000
                                                                                        -----------      ------------
            Net cash used in financing activities                                          (140,418)         (575,125)
Cash used in discontinued operations                                                     (1,848,973)       (4,386,053)
                                                                                        -----------      ------------
Increase (decrease) in cash and cash equivalents                                           (795,421)        1,131,493
Cash and cash equivalents at beginning of period                                          8,138,542         5,949,478
                                                                                        -----------      ------------
Cash and cash equivalents at end of period                                              $ 7,343,121      $  7,080,971
                                                                                        ===========      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
      Cash paid during the period for interest                                          $        --      $      4,064
</TABLE>



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





                                       3
<PAGE>   6


CELERIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
Celeris Corporation (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (including normal recurring
accruals) considered necessary for a fair presentation have been included.
Certain prior period amounts have been reclassified to conform with current
presentation. Operating results for the three and six month periods ended June
30, 1999 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1999. For further information, refer to the
consolidated financial statements and footnotes thereto for the year ended
December 31, 1998 in the Company's Annual Report on Form 10-K.

2. INCOME (LOSS) PER COMMON SHARE

Basic income (loss) per common share is computed by dividing income (loss) for
the period by the weighted average number of shares of common stock outstanding
during the period. The computation of diluted income (loss) per common share
requires that the number of weighted average shares outstanding be increased for
the assumed exercise of dilutive options using the treasury stock method.

Diluted loss per share for the three and six months ended June 30, 1999 does not
include common stock equivalents of 850,256 as their effect would be
antidilutive.

3. DISCONTINUED OPERATIONS

On June 10, 1998 the Company announced its intent to transition out of the
healthcare provider software market and focus its resources on its clinical
research services segment. On December 24, 1998 the Company completed the sale
of its healthcare provider software segment. As consideration for the sale, the
Company will receive a total purchase price of up to $2,000,000, contingent upon
the performance of the assets and the buyer's costs to perform prepaid support
and service obligations after the closing. The consideration from the sale is
payable in the form of $1,000,000 cash, $600,000 of which has been recorded as
gain on disposal of discontinued operations when collection was assured, and the
remainder of which is payable in two equal cash payments of $200,000 to be made
at the end of each remaining fiscal quarter of the fiscal year ending December
31, 1999. At the closing, the buyer also delivered to the Company a $1,000,000
non-interest bearing promissory note (the "Note") due and payable on the earlier
of December 24, 1999 or the date on which the buyer closes an equity financing
of at least $3,000,000. The Note is subject to adjustment in the event that the
amount of service fees and similar charges to customers of the Company's
healthcare provider software segment that was billed during the twelve-month
period ending March 31, 1999 and is paid and collected on or before September
25, 1999 (the "Anniversary Revenue") is less than $2,000,000; provided that the
principal amount of the Note may not be reduced by more than $500,000. If the
Note is paid in full prior to September 25, 1999, the Company will reimburse the
buyer for any shortfall in collected fees and charges, up to a $500,000 maximum.
The Company agreed to reimburse the buyer for the performance of prepaid support
and service obligations on assigned contracts totaling $500,000, which the
Company completed by June 30, 1999. If the Anniversary Revenue exceeds
$2,000,000, the Company's reimbursement obligation will be reduced by the amount
of the excess up to a maximum of $500,000. The Company has retained certain
liabilities related to the software segment including severance and retention
liabilities, certain amounts due under customer contracts and other liabilities
related to the disposal of the segment. The Company will record the remaining
proceeds from the sale of the software segment as gain on disposal of
discontinued operations in the period collection is assured.

The financial position and results of operations of the healthcare provider
software segment are reported as discontinued operations and all prior periods
have been restated to reflect the discontinued operations. There were no
revenues related to the discontinued segment for the three months and six months
ended June 30, 1999.




                                       4
<PAGE>   7

Revenues related to the discontinued segment were $771,897
and $2,281,243 for the three months and six months ended June 30, 1998.

4. ONE-FOR-THREE REVERSE STOCK SPLIT

On July 26, 1999, the Board of Directors declared a one-for-three reverse stock
split applicable to shareholders of record July 29, 1999. The stated par value
of the Company's common stock was not changed from $0.01. As a result, a total
of $61,646 was reclassified from the Company's common stock account to the
Company's additional paid-in capital account. Income (loss) per share, common
stock outstanding and stock option data referred to in the financial statements
and notes hereto have been adjusted retroactively to give effect to the reverse
stock split.

5. CONTINGENCIES

The Company is a defendant in IN RE SUMMIT MEDICAL SYSTEMS, INC. SECURITIES
LITIGATION, a consolidated federal court securities action venued in the United
States District Court, District of Minnesota. The putative class action was
filed on March 10, 1997 and alleges violations of Section 10(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 10b-5,
Section 20(a) of the Exchange Act, Section 11 of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 15 of the Securities Act. The
Company is also a defendant in a federal court securities action captioned
TEACHERS' RETIREMENT SYSTEM OF LOUISIANA V. SUMMIT MEDICAL SYSTEMS, INC. ET. AL.
The Teachers' Retirement action was filed on April 16, 1997 in the United States
District Court, District of Minnesota and is not a class action. In addition to
the claims alleged in the consolidated action, the Teachers' Retirement
complaint alleges a claim under Section 18(a) of the Exchange Act, common law
fraud, and negligent misrepresentation. Each action alleges, in essence, that
the Company made misleading public disclosures relating to its financial
statements and seeks compensatory damages for losses incurred as a result of
each alleged misleading public disclosure. As to federal securities law claims,
both actions are subject to the Private Securities Litigation Reform Act of 1995
(the "Reform Act"). The actions do not state the monetary damages that are being
sought at this time. The Company intends to defend against these actions
vigorously. There can be no assurance that any judgment, order or decree against
the Company arising out of these actions will not have a material adverse effect
on the Company or its business.

The Division of Enforcement of the Securities and Exchange Commission (the
"Commission") is conducting an investigation of the Company, relating to the
Company's restatement of certain financial statements. The Company is
cooperating fully with the Commission and its investigation. There can be no
assurance that any order, decree or other action issued or taken by the
Commission arising out of its investigation will not result in sanctions against
the Company or certain individuals that could have a material adverse effect on
the Company or its business.

On July 22, 1999, the District Court of Hennepin County, Minnesota ruled in
favor of the Company's motion for summary judgment in the declaratory relief
action, DAVID FOSTER ET.AL V. SUMMIT MEDICAL SYSTEMS, INC. ET. AL. The District
Court held that the Company's directors' and officers' insurance policies cover
claims related to the Company's pending federal securities actions and the
investigation by the Commission. The plaintiffs in the declaratory action, the
insurance underwriters of the Company's directors' and officers' insurance
policies, had sought to deny coverage. The District Court's order, as with all
trial court decisions, may be appealed by the plaintiffs.

6. SEGMENT REPORTING INFORMATION

The Company has adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." SFAS No. 131 established standards for
disclosure of financial information related to operating segments of the
Company. SFAS No. 131 defines an operating segment as a component of a company
for which operating results are reviewed regularly by the chief operating
decision maker to determine resource allocation and assess performance. The
Company has four segments reportable under the guidelines of SFAS No. 131: C.L.
McIntosh, the Company's regulatory consulting and clinical research services
subsidiary; site research and clinical trial staffing services group, a start-up
operation formed in the second quarter of 1998; data management and
biostatistical services group, a start-up operation formed in the fourth quarter
of 1998; and the Company's corporate operating function.





                                       5
<PAGE>   8

The Company's operating segment disclosures are as follows:

<TABLE>
<CAPTION>
                                                           SITE RESEARCH &
                                                               CLINICAL        DATA
                                                              MONITORING    MANAGEMENT &
                                                               STAFFING    BIOSTATISTICAL
                                            C.L. MCINTOSH      SERVICES       SERVICES      CORPORATE       CONSOLIDATED
                                            -------------      --------       --------      ---------       ------------
<S>                                          <C>              <C>            <C>            <C>               <C>
THREE MONTHS ENDED JUNE 30, 1999
Revenue                                      $ 1,851,348      $ 125,839      $ 421,542      $         --      $  2,398,729
Loss from continuing operations                  (50,505)      (301,163)      (173,792)         (510,952)       (1,036,412)
Segment assets                                 2,569,166        386,126        927,206        10,464,766        14,347,264

THREE MONTHS ENDED JUNE 30, 1998
Revenue                                      $ 1,441,899      $      --      $      --      $         --      $  1,441,899
Income (loss) from continuing operations           6,106       (302,923)       (38,152)          114,379          (220,590)
Segment assets                                 1,669,373             --             --        22,825,137        24,494,510 (a)

SIX MONTHS ENDED JUNE 30, 1999
Revenue                                      $ 3,534,034      $ 177,971      $ 619,586      $         --      $  4,331,591
Loss from continuing operations                 (131,186)      (648,309)      (494,027)         (961,418)       (2,234,940)
Segment assets                                 2,569,166        386,126        927,206        10,464,766        14,347,264

SIX MONTHS ENDED JUNE 30, 1998
Revenue                                      $ 2,744,524      $      --      $      --      $         --      $  2,744,524
Income (loss) from continuing operations          44,477       (302,923)       (38,152)          232,766           (63,832)
Segment assets                                 1,669,373             --             --        22,825,137        24,494,510 (a)
</TABLE>


(a) Excludes net long-term assets of discontinued operations of $1,397,541.





                                       6
<PAGE>   9


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

The Company is a provider of specialty clinical research services to
pharmaceutical, medical device and biotechnology manufacturers. Services offered
by the Company include regulatory consulting and strategy, device evaluation,
product and manufacturing quality assurance, statistical analysis and clinical
study design. In addition, in 1998 the Company expanded its service offerings to
include investigative site selection and qualification, clinical monitoring
staffing services, data management and biostatistical consulting.

On June 10, 1998 the Company announced its intent to transition out of the
healthcare provider software market and focus its resources on its clinical
research services segment. On December 24, 1998 the Company completed the sale
of its healthcare provider software segment. As consideration for the sale, the
Company will receive a total purchase price of up to $2,000,000, contingent upon
the performance of the assets and the buyer's costs to perform prepaid support
and service obligations after the closing. The Company has retained certain
liabilities related to the software segment including severance and retention
liabilities, certain amounts due under customer contracts and other liabilities
related to the disposal of the segment. The gain on the disposal of discontinued
operations of $200,000 for the three months ended June 30, 1999 and $400,000 for
the six months ended June 30, 1999 represents cash received in accordance with
the terms of the asset sale agreement. The Company will record the remaining
proceeds from the sale of the software segment as gain on sale of discontinued
operations in the period collection is assured.

The financial position and results of operations of the healthcare provider
software segment are reported as discontinued operations and all prior period
amounts have been restated to reflect the discontinued operations.

Effective January 29, 1999 the Company changed its name from Summit Medical
Systems, Inc. to Celeris Corporation.

On July 26, 1999, the Company's Board of Directors approved a one-for-three
reverse stock split of its common stock, applicable to shareholders of record at
the close of trading July 29, 1999. The reverse stock split was intended, in
part, to address compliance for continued listing of the Company's common stock
with the Nasdaq Stock Market(R) criteria, which requires a minimum bid price of
$1.00 per share. During a number of recent periods, the Company's common stock
has traded below this minimum bid price and the Company has been in discussion
with Nasdaq regarding steps to satisfy this requirement. Income (loss) per
share, common stock outstanding and stock option data included in this form have
been adjusted retroactively to give effect to the reverse stock split. Giving
effect to the reverse split, the Company had approximately 3.1 million shares of
common stock outstanding as of June 30, 1999.

RESULTS OF OPERATIONS

Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998

The Company incurred a net loss of $836,000, or $0.27 per diluted share, for the
three months ended June 30, 1999 as compared to a net loss of $8.10 million, or
$2.54 per diluted share, for the year earlier period. The 1999 results include a
loss from continuing operations of $1.04 million, or $0.33 per diluted share,
and a gain on disposal of discontinued operations of $200,000, or $0.06 per
diluted share. The 1998 results include a loss from continuing operations of
$221,000, or $0.07 per diluted share, and a loss from discontinued operations of
$7.88 million, or $2.47 per diluted share.

Continuing Operations. Revenue from continuing operations for the three months
ended June 30, 1999 was $2.40 million compared to $1.44 million for the year
earlier period, an increase of 66.4%. This increase in revenue is attributed
primarily to the Company's expanded service capabilities as well as a higher
volume of consulting services performed. However, given the Company's current
size, management believes that fluctuations in the timing of new business may
impact revenue growth rates on a quarterly basis. Management does not expect to
maintain recent sequential quarterly growth rates in the third quarter of 1999.






                                       7
<PAGE>   10

Cost of sales were $1.64 million for the 1999 period, or 68.5% of revenue,
compared to $932,000 for the 1998 period, or 64.6% of revenue. This increase is
primarily the result of the addition of client service personnel related to the
expansion of the Company's service offerings which began in the second quarter
of 1998. These additional resources have had and will continue to have a
negative effect on operating margins until such time the individuals are fully
utilized as billable resources.

Selling, general and administrative expenses were $1.93 million, or 80.4% of
revenue, for the 1999 period compared to $1.05 million, or 73.1% of revenue, for
the 1998 period. This increase is primarily due to the addition of salaries,
benefits and other overhead costs associated with the expansion of the Company's
service offerings, including related business development efforts, which began
in the second quarter of 1998. The Company currently has in place a significant
portion of the infrastructure necessary to support the expanded service
offerings and does not anticipate selling, general and administrative expense
growth rates in future periods will match the expense growth rate in 1998.

Interest income for the 1999 period was $139,000 compared to $324,000 for the
1998 period. The decrease is due to the Company's cash and cash equivalents
balance, including short-term investments, which decreased to $10.38 million at
June 30, 1999 from $23.06 million at June 30, 1998, due to losses incurred
related to the Company's continuing and discontinued operations, as well as
capital expenditures.

Discontinued Operations. The gain on disposal of discontinued operations of
$200,000 in the 1999 period represents cash received from the sale of the assets
of the discontinued healthcare provider software segment in accordance with the
terms of the asset sale agreement. For the 1998 period, the loss from
discontinued operations was $7.88 million.

Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998

The Company incurred a net loss of $1.83 million, or $0.58 per diluted share,
for the six months ended June 30, 1999 as compared to a net loss of $10.12
million, or $3.14 per diluted share, for the year earlier period. The 1999
results include a loss from continuing operations of $2.23 million, or $0.71 per
diluted share, and a gain on disposal of discontinued operations of $400,000, or
$0.13 per diluted share. The 1998 results include loss from continuing
operations of $64,000, or $0.02 per diluted share, and a loss from discontinued
operations of $10.06 million, or $3.12 per diluted share.

Continuing Operations. Revenue from continuing operations for the six months
ended June 30, 1999 was $4.33 million compared to $2.74 million for the year
earlier period, an increase of 58.0%. This increase in revenue is attributed
primarily to the Company's expanded service capabilities as well as a higher
volume of consulting services performed.

Cost of sales were $3.02 million for the 1999 period, or 69.7% of revenue,
compared to $1.66 million for the 1998 period, or 60.6% of revenue. This
increase is primarily the result of the addition of client service personnel
related to the expansion of the Company's service offerings which began in the
second quarter of 1998. These additional resources have had and will continue to
have a negative effect on operating margins until such time the individuals are
fully utilized as billable resources.

Selling, general and administrative expenses were $3.86 million, or 89.1% of
revenue, for the 1999 period compared to $1.83 million or 66.8% of revenue, for
the 1998 period. This increase is primarily due to the addition of salaries,
benefits and other overhead costs associated with the expansion of the Company's
service offerings, including related business development efforts, which began
in the second quarter of 1998. The Company currently has in place a significant
portion of the infrastructure necessary to support the expanded service
offerings and does not anticipate selling, general and administrative expense
growth rates in future periods will match the expense growth rate in 1998.

Interest income for the 1999 period was $309,000 compared to $682,000 for the
1998 period. The decrease is due to the Company's cash and cash equivalents
balance, including short-term investments, which decreased to $10.38 million at
June 30, 1999 from $23.06 million at June 30, 1998, due to losses incurred
related to the Company's continuing and discontinued operations, as well as
capital expenditures.






                                       8
<PAGE>   11

Discontinued Operations. The gain on disposal of discontinued operations of
$400,000 in the 1999 period represents cash received from the sale of the assets
of the discontinued healthcare provider software segment in accordance with the
terms of the asset sale agreement. For the 1998 period, the loss from
discontinued operations was $10.06 million.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents, including short-term investments,
totaled $10.38 million as of June 30, 1999, a decrease of $4.84 million from
December 31, 1998. This decrease was primarily due to a) $2.32 million used in
continuing operations, b) $1.85 million used in discontinued operations, c)
$530,000 used for the purchase of furniture, fixtures and equipment, principally
computer and computer systems equipment, and d) $140,000 used for the repurchase
of the Company's common stock.

As of June 30, 1999 the Company had net working capital of $8.95 million,
compared to $11.19 million at December 31, 1998. This decrease resulted
primarily from net losses of $1.83 million incurred during the six months ended
June 30, 1999. Management anticipates the Company will continue to experience
operating losses through 1999, and as a result, it believes working capital will
continue to decline.

As of June 30, 1999, the Company had $2.28 million in accounts receivable, net
of bad debt allowance, related to continuing operations compared to $1.52
million as of December 31, 1998. The Company believes its current allowance of
$250,000 for bad debts is adequate. The Company's days sales outstanding in
accounts receivable was 87 days at June 30, 1999 compared to 88 days at December
31, 1998. Days sales outstanding in accounts receivable may increase in future
periods as the Company's mix of business related to the expanded service
offerings continues to evolve.

As of June 30, 1999, the Company had remaining liabilities of $1.99 million
related to the disposal of the discontinued operations. The Company expects to
pay these liabilities through the balance of 1999. Additionally, the Company is
due up to $1.40 million at various dates during 1999 under the terms of the
agreement for the sale of the assets of the discontinued healthcare provider
software segment. The consideration from the sale is payable in the form of
$1,000,000 cash, $600,000 of which has been collected, and the remainder of
which is payable in two equal cash payments of $200,000 to be made at the end of
each remaining fiscal quarter of the fiscal year ending December 31, 1999. At
the closing, the buyer also delivered to the Company a $1,000,000 non-interest
bearing promissory note (the "Note") due and payable on the earlier of December
24, 1999 or the date on which the buyer closes an equity financing of at least
$3,000,000. The Note is subject to adjustment in the event that the amount of
service fees and similar charges to customers of the Company's healthcare
provider software segment that was billed during the twelve-month period ending
March 31, 1999 and is paid and collected on or before September 25, 1999 (the
"Anniversary Revenue") is less than $2,000,000; provided that the principal
amount of the Note may not be reduced by more than $500,000. If the Note is paid
in full prior to September 25, 1999, the Company will reimburse the buyer for
any shortfall in collected fees and charges, up to a $500,000 maximum. The
Company agreed to reimburse the buyer for the performance of prepaid support and
service obligations on assigned contracts totaling $500,000, which the Company
completed by June 30, 1999. If the Anniversary Revenue exceeds $2,000,000, the
Company's reimbursement obligation will be reduced by the amount of the excess
up to a maximum of $500,000.

The Company's Board of Directors has authorized a stock repurchase program under
which up to 666,667 shares of the Company's common stock may be repurchased.
From inception of the stock repurchase program in August 1997 through June 30,
1999, the Company has repurchased 435,700 shares of common stock for
approximately $3.04 million. As of June 30, 1999, there were 3,082,310 shares of
the Company's common stock issued and outstanding.

The Company anticipates capital expenditures for the balance of 1999 will be
approximately $575,000 primarily for computer and computer-related equipment and
software associated with the Company's expanded clinical research services as
well as capital expenditures required for new employees.





                                       9
<PAGE>   12

The Company believes that continued expenditure of funds will be necessary to
support its future operations, and that cash and cash equivalents of $10.38
million on hand at June 30, 1999 will be sufficient to fund its operations,
capital requirements, and expansion goals through 1999. However, there can be no
assurances that the Company will generate sufficient revenue, or adequately
control costs, to achieve profitability or positive cash flow for periods in or
beyond 1999. If the Company cannot achieve profitability or positive cash flow
or its contingencies result in material expenditures, the Company may require
additional external financing in the future. There can be no assurances that
such financing will be available on terms acceptable to the Company.

The Company has experienced operating losses for each of the past five years.
Net losses for the year ended December 31, 1998 were $12.65 million, and for the
three months and six months ended June 30, 1999 were $836,000 and $1.83 million,
respectively. The Company had an accumulated deficit of $57.25 million as of
June 30, 1999. The Company's ability to increase revenue, and to achieve
profitability and positive cash flow will depend on a number of factors as
summarized above under "Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995" and under "Cautionary Statement and Risk Factors"
included in Item 1 of the Company's Annual Report on Form 10-K, dated March 30,
1999.

Year 2000 Issue. The Company is currently evaluating the potential effect of the
situation commonly referred to as the "Year 2000 Issue," which involves the
inability of certain software and hardware systems to properly recognize and
process dates for the year 2000 and beyond. The Company, with the assistance of
outside consultants, has developed and implemented a plan to evaluate the
Company's internal systems and material third-party relationships.

The Company's clinical research services, particularly its data management
services, depend on the use of hardware and software supplied by third-party
vendors. The Company is currently evaluating Year 2000 compliance of the
hardware and software it uses, including obtaining Year 2000 compliance
statements from the vendors. To date, the Company has substantially completed
the review of its hardware and software systems. Based on this review, the
Company does not expect to incur material costs to upgrade or replace its
hardware or software systems. However, the estimates of costs to complete Year
2000 compliance procedures are based, in part, on compliance statements received
from third-party vendors of the Company's hardware and software systems.
Subsequent revisions to these compliance statements by third-party vendors could
result in revised estimated costs to complete Year 2000 compliance measures. The
Company can not predict whether these revisions, if any, will be material. The
Company has substantially completed its Year 2000 readiness preparations.
However, unforeseen circumstances could prevent a timely completion of all
remaining necessary Year 2000 compliance measures. The Company believes that
adequate alternatives are available for information processing should remaining
necessary upgrades or replacements not occur in a timely manner. Any failure or
delay of the Company's Year 2000 readiness preparations could cause a material
disruption in the Company's business.

The Company has paid third parties approximately $185,000 on Year 2000 testing,
auditing, and modifications or upgrades through June 30, 1999. The costs of Year
2000 compliance have been and will be expensed as incurred. Additionally, the
Company expects to spend approximately $45,000 on these efforts to complete its
Year 2000 compliance procedures.

The Company ended all expenditures on Year 2000 testing of its healthcare
provider software products upon the sale of these assets on December 24, 1998.
In connection with the sale of the assets of the Company's healthcare provider
software segment, the Company made certain representations regarding Year 2000
compliance of the Company's software products and agreed to indemnify the buyer
against losses related to a breach of representations and certain third-party
claims related to the operation of the assets prior to the sale. Although the
Company's tests and audits of these software products prior to the asset sale
did not indicate any issues with Year 2000 compliance, if




                                       10
<PAGE>   13

an issue with Year 2000 compliance of these products were to arise, the
Company could face claims under its indemnification obligations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has no derivative financial instruments or derivative commodity
instruments in its cash and cash equivalents and short-term investments. The
Company invests its cash and cash equivalents and short-term investments in
investment grade, highly liquid investments, consisting of money market
instruments, U.S. Treasury bills, U.S. Treasury notes, commercial paper and
discounted notes and does not believe these investments are subject to material
market risks. In addition, all of the Company's transactions are conducted and
accounts are denominated in U.S. dollars. Accordingly, the Company is not
exposed to foreign currency risks.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a defendant in IN RE SUMMIT MEDICAL SYSTEMS, INC. SECURITIES
LITIGATION, a consolidated federal court securities action venued in the United
States District Court, District of Minnesota. The putative class action was
filed on March 10, 1997 and alleges violations of Section 10(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 10b-5,
Section 20(a) of the Exchange Act, Section 11 of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 15 of the Securities Act. The
Company is also a defendant in a federal court securities action captioned
TEACHERS' RETIREMENT SYSTEM OF LOUISIANA V. SUMMIT MEDICAL SYSTEMS, INC. ET. AL.
The Teachers' Retirement action was filed on April 16, 1997 in the United States
District Court, District of Minnesota and is not a class action. In addition to
the claims alleged in the consolidated action, the Teachers' Retirement
complaint alleges a claim under Section 18(a) of the Exchange Act, common law
fraud, and negligent misrepresentation. Each action alleges, in essence, that
the Company made misleading public disclosures relating to its financial
statements and seeks compensatory damages for losses incurred as a result of
each alleged misleading public disclosure. As to federal securities law claims,
both actions are subject to the Private Securities Litigation Reform Act of 1995
(the "Reform Act"). The actions do not state the monetary damages that are being
sought at this time. The Company intends to defend against these actions
vigorously. There can be no assurance that any judgment, order or decree against
the Company arising out of these actions will not have a material adverse effect
on the Company or its business.

The Division of Enforcement of the Securities and Exchange Commission (the
"Commission") is conducting an investigation of the Company, relating to the
Company's restatement of certain financial statements. The Company is
cooperating fully with the Commission and its investigation. There can be no
assurance that any order, decree or other action issued or taken by the
Commission arising out of its investigation will not result in sanctions against
the Company or certain individuals that could have a material adverse effect on
the Company or its business.

On July 22, 1999, the District Court of Hennepin County, Minnesota ruled in
favor of the Company's motion for summary judgment in the declaratory relief
action, DAVID FOSTER ET. AL. V. SUMMIT MEDICAL SYSTEMS, INC. ET. AL. The
District Court held that the Company's directors' and officers' insurance
policies cover claims related to the Company's pending federal securities
actions and the investigation by the Commission. The plaintiffs in the
declaratory action, the insurance underwriters of the Company's directors' and
officers' insurance policies, had sought to deny coverage. The District Court's
order, as with all trial court decisions, may be appealed by the plaintiffs.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.



                                       11
<PAGE>   14


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

The Company held its annual meeting of shareholders on May 25, 1999. There were
9,419,429 shares of common stock outstanding and entitled to vote at the annual
meeting, and a total of 8,504,335 were represented at the meeting. Matters voted
on were the following:

1.       Proposal to elect six directors, each for a one year term:

<TABLE>
<CAPTION>
                                               For           Withhold Authority

<S>                                         <C>                   <C>
         Barbara A. Cannon                  8,022,112             482,223
         W. Hudson Connery, Jr.             8,020,612             483,723
         Richard B. Fontaine                8,023,112             481,223
         Peter T. Garahan                   8,024,378             479,957
         John M. Nehra                      8,011,394             492,941
         Andre G. Pernet, Ph.D.             8,024,135             480,200
</TABLE>

2.       Proposal to approve the adoption of the Celeris Corporation Employee
         Stock Purchase Plan:

         For                 4,209,847
         Against               629,938
         Abstain                18,520
         Broker Non-Vote     3,646,030

These numbers have not been restated to reflect the one-for-three reverse stock
split which occurred subsequent to the May 25, 1999, annual meeting of
shareholders.

ITEM 5. OTHER INFORMATION

The Company has attached as Exhibit 99 its press release dated July 28, 1999.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                   3.1     Articles of Incorporation of the Company
                           (incorporated by reference to Exhibits 3.1 and 3.2 of
                           the Company's Annual Report on Form 10-K for the year
                           ended December 31, 1998)

                   3.2     Bylaws of the Company (incorporated by reference to
                           Exhibit 3.3 of the Company's Annual Report on Form
                           10-K for the year ended December 31, 1998)

                  10       Celeris Corporation Employee Stock Purchase Plan

                  27.1     Financial Data Schedule (for SEC use only) - Six
                           Months Ended June 30, 1999

                  27.2     Restated Financial Data Schedule (for SEC use only) -
                           Three Months Ended March 31, 1999

                  27.3     Restated Financial Data Schedule (for SEC use only) -
                           Year Ended December 31, 1998

                  27.4     Restated Financial Data Schedule (for SEC use only) -
                           Nine Months Ended September 30, 1998

                  27.5     Restated Financial Data Schedule (for SEC use only) -
                           Six Months Ended June 30, 1998

                  27.6     Restated Financial Data Schedule (for SEC use only) -
                           Three Months Ended March 31, 1998

                  27.7     Restated Financial Data Schedule (for SEC use only) -
                           Year Ended December 31, 1997

                  27.8     Restated Financial Data Schedule (for SEC use only) -
                           Nine Months Ended September 30, 1997






                                       12
<PAGE>   15

                  27.9     Restated Financial Data Schedule (for SEC use only) -
                           Six Months Ended June 30, 1997

                  27.10    Restated Financial Data Schedule (for SEC use only) -
                           Three Months Ended March 31, 1997

                  27.11    Restated Financial Data Schedule (for SEC use only) -
                           Year Ended December 31, 1996

                  99       Press Release dated July 28, 1999

                  (b)   Reports on Form 8-K

                           None.




                                   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.

                                      Celeris Corporation


Date:  August 13, 1999             By: /s/ Barbara A. Cannon
                                      ------------------------------------------
                                      Barbara A. Cannon
                                      President and Chief Executive Officer



Date:  August 13, 1999            By: /s/ Paul R. Johnson
                                      ------------------------------------------
                                      Paul R. Johnson
                                      Vice President and Chief Financial Officer






                                       13