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

                                    FORM 10-Q/A

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

                    For the Quarter ended September 30, 1998

                                       OR

[  ]              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                           OF THE SECURITIES EXCHANGE ACT OF 1934
         For the transition period from____________ to_____________

                         Commission file number 1-11568

                              TADEO HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                     95-4228470
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)


                       42705 Grand River Avenue - Suite 20
                              Novi, Michigan 48375
               (Address of principal executive offices) (Zip code)


        Registrant's telephone number, including area code (248) 344-9599




         Check 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,  and (2) has been subject to such filing  requirements  for
the past 90 days. Yes X No

         The number of shares  outstanding of the issuer's Common Stock,  $.0001
par value, as of November 9, 1998 was 15,042,813.









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                      TADEO HOLDINGS, INC. AND SUBSIDIARIES

                                      INDEX


PART I - FINANCIAL INFORMATION
                                                                          Page
                                                                         Number

         Item 1 - Consolidated Financial Statements

         Consolidated Balance Sheet - September 30, 1998
              and June 30, 1998                                             3

         Consolidated Statement of Operations - For the three
              months ended September 30, 1998 and 1997                      4

         Consolidated Statement of Cash Flows - For the
              three months ended September 30, 1998 and 1997                5

         Notes to Consolidated Financial Statements                    6 - 10

SIGNATURE                                                                  11





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<TABLE>
<CAPTION>
                      TADEO HOLDINGS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                                                                                              September 30,               June 30,
                                ASSETS                                                           1998                       1998
                                                                                               ----------                ----------
<S>                                                                             <C>                       <C>   
CURRENT ASSETS:
     Cash                                                                       $               1,620,758 $               2,406,045
     Marketable securities                                                                      2,000,000                         0
     Interest receivable                                                                          266,000                   276,005
     Note receivable - officer                                                                          0                   162,627
     Note receivable - other                                                                      550,000                         0
                                                                                               ----------                ----------
            TOTAL CURRENT ASSETS                                                                4,436,758                 2,844,677

LONG--TERM NOTE RECEIVABLE (face value $17,000,000)                                             6,000,000                 6,000,000

PROPERTY AND EQUIPMENT
     net of accumulated depreciation of $9,588 and $8,599, respectively                             9,337                    10,326


DEPOSITS AND OTHER ASSETS                                                                           9,834                     9,834
                                                                                               ----------                ----------
                                                                                $              10,455,929 $               8,864,837
                                                                                               ==========                ==========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                      $                  84,072 $                  41,269
     Notes payable - current portion                                                               70,524                    85,760
     State audit reserves                                                                         700,000                   700,000
     Accrued termination costs, short-term                                                        387,543                   784,053
                                                                                               ----------                ----------
            TOTAL CURRENT LIABILITIES                                                           1,242,139                 1,611,082

ACCRUED TERMINATION COSTS, long-term                                                              225,000                   280,209
LONG TERM NOTES PAYABLE, net of current portion                                                         0                    23,260
REDEEMABLE PREFERRED STOCK, Series A                                                                    0                 1,219,141

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock, Series B Cumulative Convertible, $.0001 par value,
         10,000,000 shares authorized, 1,000,000 shares issued 
         and outstanding                                                                          505,000                   505,000
     Common stock, $.0001 par value, 100,000,000 shares authorized,
         12,747,913 shares issued and outstanding as of  September 30, 1998                         1,274                       972
     Additional paid-in capital                                                                17,728,038                14,045,838
     Accumulated earnings/(deficit)                                                            (9,245,522)               (8,820,665)
                                                                                               ----------                ----------
            TOTAL STOCKHOLDERS' EQUITY                                                          8,988,790                 5,731,145
                                                                                               ----------                ----------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $              10,455,929 $               8,864,837
                                                                                               ==========                ==========
                 See notes to consolidated financial statements.

                                  Page 3 of 11

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                     TADEO HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                  (Unaudited)

                                                                                               Three Months Ended September 30,
                                                                                              1998                         1997
                                                                                       ---------------              ---------------
<S>                                                                       <C>                          <C>  
REVENUES                                                                   $                         0 $                          0

COST OF GOODS SOLD                                                                                   0                            0
                                                                                       ---------------              ---------------
     GROSS PROFIT                                                                                    0                            0

SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                                                                   347,485                      533,723

SETTLEMENT OF EMPLOYMENT CONTRACTS,
     (NON-CASH)                                                                                327,501                            0
                                                                                       ---------------              ---------------
LOSS FROM OPERATIONS                                                                          (674,986)                    (533,723)

INTEREST INCOME, net                                                                           277,417                            0
                                                                                       ---------------              ---------------
INCOME/( LOSS) BEFORE DISCONTINUED OPERATIONS                                                 (397,569)                    (533,723)

DISCONTINUED OPERATIONS, net                                                                         0                     (111,634)
                                                                                       ---------------              ---------------
NET INCOME/( LOSS)                                                         $                  (397,569) $                  (645,357)


PER SHARE:
     Continuing                                                            $                     (0.04) $                     (0.07)
     Discontinued                                                                                     0                       (0.01)
                                                                                       ---------------              ---------------
NET INCOME/(LOSS) PER SHARE                                                $                     (0.04) $                     (0.08)
                                                                                       ---------------              ---------------
WEIGHTED AVERAGE NUMBER OF SHARES
     USED IN COMPUTATION                                                                    10,399,799                    9,724,579
                                                                                       ===============              ===============








                See notes to consolidated financial statements.

                                  Page 4 of 11


</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                     TADEO HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                  (Unaudited)
                                                                                                 Three Months Ended September 30,
                                                                                                1998                        1997
                                                                                          ---------------             --------------
<S>                                                                           <C>                                  <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income/( loss)                                                        $               (397,569)$                  (645,357)
     Adjustments to reconcile net income/(loss)  to net cash from
          operating activities:
              Depreciation and amortization                                                         989                     163,040
              Settlement of employment contracts,
              (non-cash)                                                                        327,501                           0


     Changes in operating assets and liabilities:
          Decrease in interest receivable                                                        10,005                           0
          Increase in accounts payable                                                           42,803                           0
          (Decrease) in accrued termination costs                                              (451,719)                          0
          Changes in operating assets and liabilities of
              discontinued operations                                                                 0                   1,431,512
                                                                                          --------------              --------------
              Total adjustments                                                                 (70,421)                  1,594,552
                                                                                          --------------              --------------
          NET CASH  (USED IN) OPERATING ACTIVITIES                                             (467,990)                    949,195
                                                                                          --------------              --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                                             0                     (78,999)
     (Increase) in note receivable                                                             (550,000)                          0
                                                                                          --------------              --------------
          NET CASH (USED IN) INVESTING ACTIVITIES                                              (550,000)                    (78,999)
                                                                                          --------------              --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     (Decrease) in notes payable                                                                (15,236)                          0
     Repayment/(Issuance) of related party loans                                                162,627                           0
     Repayment of revolving credit line                                                               0                    (689,589)
     Net proceeds from (repayment of) long-term debt                                            (23,260)                    (57,431)
     Net proceeds from the sale of Common Stock                                                 135,861                           0
     Dividends paid on Series A Preferred Stock                                                 (27,288)                    (49,998)
     Redemption of Series A Preferred Stock                                                           0                    (143,334)
                                                                                          --------------              --------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                                             232,704                    (940,352)
                                                                                          --------------              --------------
NET INCREASE (DECREASE) IN CASH                                                                (785,287)                    (70,156)

CASH AT BEGINNING OF PERIOD                                                                   2,406,045                     541,814
                                                                                          --------------              --------------
CASH AT END OF PERIOD                                                          $              1,620,758 $                   471,658
                                                                                          ==============              ==============
                See notes to consolidated financial statements.

                                  Page 5 of 11

</TABLE>
<PAGE>



                              TADEO HOLDINGS, INC.
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - September 30, 1998
                                   (UNAUDITED)








1.  Basis of Presentation

         Reference is made to the annual report on form 10-K of Tadeo  Holdings,
Inc. (the "Company") dated October 13, 1998 for the year ended June 30, 1998.

         The accompanying financial statements reflect all adjustments which, in
the opinion of management,  are necessary for a fair  presentation  of financial
position and the results of operations for the interim periods presented. Except
as  otherwise  disclosed,  all such  adjustments  are of a normal and  recurring
nature.  The results of operations  for any interim  period are not  necessarily
indicative of the results attainable for a full fiscal year.

2. Discontinued Operations

         On January 28, 1998,  the Company sold the  operations  of its previous
business.  Amounts in the prior year financial statements have been reclassified
to present the previous operations as discontinued operations.

3. Marketable Securities

         On  September  24,  1998,  the  Company   completed  a  Stock  Purchase
Agreement, between Multimedia Access Corporation (MMAC) and Tadeo (the "Purchase
Agreement").   MMAC  purchased  $2,000,000  worth  of  Tadeo  Common  Stock  for
$2,000,000  worth of MMAC Common Stock.  The Company issued  1,240,310 shares of
Tadeo Common Stock at the sale price of $1.6125 per share and received 1,000,000
shares of MMAC's  Common  Stock for the purchase  price of $2.00 per share.  The
Company  is  carrying  MMAC's  Common  Stock  at  cost.  In  the  case  of  each
corporation,  the number of shares  issued was less than 20% of the  outstanding
Common Stock of the issuer on September 24, 1998.

4. Business Acquisition

         On October 27, 1998, the Company completed the acquisition of Astratek,
Inc.,  a New  York  corporation  ("Astratek").  The  Company  acquired  Astratek
pursuant to a merger (the "Merger") of Astratek  Acquisition  Corp.  ("AAC"),  a
wholly-owned  subsidiary of the Company,  with and into Astratek,  with Astratek
becoming  the  wholly-owned   subsidiary  of  the  Company,   as  the  surviving
corporation  of the  Merger.  The Merger was  effected  in  accordance  with the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of

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October 23, 1998,  among the Company,  AAC,  Astratek,  and the  shareholders of
Astratek. Astratek develops software tools and related products for Internet and
intranet  technology  and  provides  consulting  and  professional  services for
several  major  companies.  As the Merger  Consideration  delivered  to Astratek
shareholders,  the Company issued 2,294,900 shares of the Company's common stock
in exchange for  cancellation  of all the issued and  outstanding  shares of the
capital stock of Astratek  prior to the Merger and the issuance of 100 shares of
Astratek common stock to the Company  post-Merger.  The acquisition is accounted
for as a pooling of interests business combination.

5. Note Receivable - Officer

         On August 28,  1998,  the Note due from an Officer of the  Company  was
repaid, together with interest at 12% per annum.

6. Note Receivable - Other

         On September 9, 1998,  the Company loaned  $250,000 to Azurel,  LTD., a
Delaware  corporation,  in  consideration  for a $250,000  promissory  note from
Azurel,  LTD with  interest  at 20.8% per annum.  The note was due on October 9,
1998,  but was verbally  extended until November 17, 1998. On July 28, 1998, the
Company  provided  $300,000 to  Astratek,  Inc. to support  its  operations  and
working  capital  needs as short-term  financing  prior to  consummation  of the
Merger. In October 1998, the Company advanced an additional $150,000 to Astratek
for the same purpose.

7.  Earnings/(loss) per Share

         Earnings/(loss)  per share are based on the weighted  average number of
common shares and common share equivalents  outstanding  during the period after
giving effect for preferred stock dividends during the period.

8. Contingencies

Department of Health Services

         The  Company's  wholly-owned  subsidiary  has  undergone  an  audit  by
representatives of the State of California,  State Controller's Office, Division
of Audits.  The purpose of the audit was to determine the level of the Company's
wholly-owned  subsidiary's  compliance  with the  guidelines  of the  California
Department  of Health  Services  (Medi-Cal)  and the  California  State Board of
Equalization. Representatives from the State Controller's Office have raised the
issue of  whether  the  Company's  wholly-owned  subsidiary  may have  practiced
two-tier  pricing  policies  in the charges to it's  customers  which are not in
conformance with Medi-Cal regulations. Under such regulations, a company may not
charge any  customer  prices less than those  charged to the  Medi-Cal  program.
Based  upon  Management's   independent   review,  the  Company's   wholly-owned
subsidiary  maintains that it has conformed with pricing regulations because its
prices are consistent  within each of its wholly-owned  operating  subsidiaries,
Sugar Free and Home  Therapy,  and because these two  subsidiaries  are offering
different services. The Company's Management further believes that the Medi-Cal

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program was charged the "prevailing prices" charged for supplies, and that those
charges   were  in   compliance   with   current   regulations,   and  that  the
Representatives  from the  Controller's  Office  compared  prices for  different
services with different delivery methods. The State Controller's Office contends
that the  reimbursement  was paid for  products,  and not for  services,  so the
difference  in pricing was not  warranted  based upon the  services  rendered in
conjunction with the products  delivered.  In July 1994, the State  Controller's
Office  issued an Auditor's  Report with  findings to the  Department  of Health
Services  ("DHS") for the period  beginning  July 1, 1990 through June 30, 1993.
The Report  recommends  a recovery  of  approximately  $1.3  million due to such
alleged two-tier pricing.  In November 1994 the State Controller's Office issued
Letter of Demand for the  recovery of such amounts  due. In November  1994,  the
Company's  wholly-owned  subsidiary appealed the audit determination made by the
State  Controller's  Office.  In  January  1996 a  hearing  was held  before  an
Administrative   Law  Judge.  In  July  1996  the  Judge  recommended  that  the
overpayment  determination  be  upheld.  In  August  1996  the DHS  adopted  the
recommendation of the Law Judge as the final decision of the Director of DHS. In
January  1997 the  Company's  wholly-owned  subsidiary  filed an  appeal  to the
decision  with the Superior  Court for the County of Los Angeles.  On January 4,
1999, the Superior Court will hold a hearing on the issue and rule at that time.
The Company's wholly-owned subsidiary intends to vigorously contest any recovery
by the State  with  respect  to such  alleged  improper  pricing  practices  for
services rendered.

         Based upon the above contingency, the Company's wholly-owned subsidiary
has  provided a reserve,  in the event that a defense of its  position  does not
prevail,  of $700,000.  Management  believes that a total  estimated  settlement
amount of $700,000,  or 54% of the maximum amount demanded,  is reasonable under
the circumstances  with respect to this matter.  Unless the California  two-tier
pricing controversy is either settled of the related claims made by the State of
California  otherwise  released prior to the maturity date of the Note delivered
to the Company in partial  consideration  for the sale of assets pursuant to the
terms of the Transaction,  then the principal of the Note payable to the Company
will be reduced by the amount then alleged to be owed to the State of California
with respect to such controversy.

         On December 18, 1997, the Company's  wholly-owned  subsidiary underwent
an audit by the  Medi-Cal  program.  The  purpose  and scope of the audit was to
determine if the Company's  wholly-owned  subsidiary's  documentation  supported
reimbursement  of the $653,990 in various sizes of disposable  insulin  syringes
and  $1,975,588  for blood  glucose  test strips that  Medi-Cal  had made to the
Company's wholly-owned subsidiary from November 1, 1994 to April 30, 1996. As of
June 9,  1998,  DHS  reported  that  its  audit  disputed  reimbursement  for an
aggregate  of  $75,351.  The  Company's  wholly-owned   subsidiary  has  made  a
counteroffer of $50,000 to settle the case, but the DHS has rejected that offer.
A formal hearing on this matter has been scheduled for December 8, 1998.

Medicare Part B

         The  Company's  wholly-owned  subsidiary  has  undergone  an  audit  by
Medicare  covering the charges submitted for reimbursement in the Western region
(Region D) during the period January 1, 1994 through December 31, 1995. Medicare
determined that an

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overpayment  to the  Company's  wholly-owned  subsidiary  may have occurred as a
result of the use of a superseded diagnosis code on claims submitted. The claims
in question were  originally  submitted to Medicare in order to gain a denial of
charges so that an alternative  carrier could be validly billed,  since a denial
is required  by certain  intermediaries  prior to billing  for certain  charges.
Medicare may have  inappropriately  made  reimbursements  on these  charges.  In
November 1996  Medicare  issued a demand for refund of $795,702 plus interest of
$35,475.  As of January  28,  1998  Medicare  offset a total of $ 630,918 of the
Company's  wholly-owned  subsidiary  claims  for  payment.  In the  most  recent
correspondence  from Medicare on this subject,  it was claimed that on March 31,
1997 the Company's  wholly-owned  subsidiary owed a refund of $808,887, of which
$795,701  was  principal  and  $22,290  was  accrued  interest.   The  Company's
wholly-owned  subsidiary rebilled Medi-Cal $732,853 in February 1997 and $62,849
in March 1997.

         The  Company's  wholly-owned  subsidiary, was previously  the  subject 
of an  investigation  by  Medicare  for (i)  Medicare's alleged  overpayment for
products and services provided by the wholly-owned subsidiary and (ii) 
Medicare's payment to the Company's wholly-owned subsidiary for claims which 
were allegedly not properly subject to Medicare reimbursement. During fiscal 
1995, Medicare withheld $300,766 of payments due for claims reimbursement to 
cover previously estimated liabilities resulting from this investigation. A 
further assessment in the amount of $78,500 resulting from a continuation of 
this investigation has been made, and that amount withheld in July  1996.  The
Company's  wholly-owned  subsidiary went through an in-person hearing on May 28,
1997 to contest Medicare's aggregate $379,000 of withheld reimbursements, and on
July  28,  1997 the  Company's  wholly-owned  subsidiary  received  a  partially
favorable Hearing Decision.  The Company's  wholly-owned  subsidiary  received a
refund on October 31,  1997,  for $30,314  from  Medicare  Part B based upon the
partially  favorable Hearing  Decision.  The Company's  wholly-owned  subsidiary
intends to appeal the partially  unfavorable amount of $348,686 from the Hearing
Officer's  decision  and  has  retained  counsel  to  contest  the  decision  in
proceedings  before an administrative  law judge,  where it is now pending.  The
Company cannot now determine when this matter will be finally resolved.

9. Termination Agreements

         The Company  entered into the  following  contracts  subsequent  to the
disposal of its business:

         A. With a former operating officer  commencing March 1998,  aggregating
         $485,000, payable in monthly installments of $7,633 through March 2003.
         The  Company  has  recorded  the  present  value  of this  contract  at
         $359,265, with the balance being $325,966 at September 30, 1998.

         B. With a former operating officer  commencing March 1998,  aggregating
         $151,000,  payable in monthly  installments of $12,625 through February
         1999.  The Company has recorded the present  value of this  contract at
         $143,603, with the balance being $61,577 at September 30, 1998.

         C. With three former officers dated July 1998, aggregating 
         consideration of

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         $862,498,  with $385,000 paid in August 1998,  $225,000 settled through
         the issuance of notes payable due January 2000,  bearing interest at 7%
         per annum and the $252,490 balance settled by exchanging cash severance
         payments  for the direct  issuance  168,332  shares of Common Stock (at
         $1.00 value per share) and the exercise price of  concurrently  granted
         options to acquire  84,167 shares of Common Stock at $1 per share.  The
         Company  has  accrued  the  amounts  related to these  contracts  as of
         September 30, 1998.
   
10.  NOTE RECEIVABLE

     The Note is due from Gainor in connection with the sale of the Company's 
     business in January 1998.  The Note has a face amount of $17,000,000 and is
     due in January 2003. The Note bares interest at the rate of 7% for the 
     first  year and 8% per annum thereafter, with interest payable quarterly.

     The Asset Purchase  Agreement  states that the Note is subject to reduction
     by Gainor under each of the following circumstances:

          A) A failure to obtain the requisite number of assignments of benefits
          from former patients, with a maximum adjustment of $2,000,000.

          B) The failure of Gainor to collect a minimum of $5.75 million of 
          purchased accounts receivable with the principal on the Note reduced 
          by any short - fall.

          C) If 75% of the revenues achieved by the acquired business for the 
          year subsequent to closing (the "Post Closing Revenue") does not equal
          at least $17,000,000 (the "Minimum Post Closing Revenue"), the 
          principal of the Note will be reduced by any short-fall between Post
          Closing Revenue and the Minimum Post Closing Revenue."


     In September  1998,  Gainor  notified the Company that the assignment  of
     benefits provision is currently at the maximum adjustment level of 
     $2,000,000. Gainor made a $559,800 downward adjustment to the Note 
     principal, and granted an extension  until  November 21, 1998 of the time 
     for a sufficient number of assignments of benefits to be received by Gainor
     in order to avoid further downward adjustment to the Note principal. Gainor
     had previously reduced the Note balance by approximately $145,000, for what
     were claimed to be unrecorded purchase date accruals, as an adjustment to 
     the closing balance set under the Asset Purchase Agreement.  In addition,  
     Gainor notified the Company that as of August 31, 1998, (i) its  collection
     of receivables purchased from the Company pursuant to the Asset Purchase 
     Agreement were behind schedule that, on an annualized  basis, would result 
     in collecting more than $5.75 million of such account, and (ii) its  
     generation of revenues from operation of the purchased business  was not as
     anticipated, either of which could result in additional downward 
     adjustments to the Note principal under the terms of the Asset Purchase
     Agreement.

     As a result of the aforementioned, the Company has reduced the carrying 
     basis of the Note to $6,000,000 based on what management believes would be 
     the value of the Note if it were to be sold to an unrelated third party in 
     an arms-length transaction. The Company has therefore reduced the gain on 
     the disposal of the discontinued business by $11,000,000.  However, the 
     Company will continue to vigorously pursue the full collection of the face 
     amount of the Note as well as all interest accrued.
    
                                    10 of 11
<PAGE>


                                    SIGNATURE


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
it's behalf by the undersigned, thereunto duly authorized.



                              TADEO HOLDINGS, INC.





                              By:/s/Michael F. Niles
                                    Michael F. Niles
                                    Controller


Date: December 4, 1998


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