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

                                   FORM 10-KSB
                                   (Mark One)

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

For the fiscal year ended December 31, 1997
                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ______________ to _____________

                        Commission file number: 001-13749

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

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

           2701 West Oakland Boulevard, Fort Lauderdale, Florida 33311
          (Address of principal executive offices, including zip code)

                                 (954) 453-6575
                (Issuer's telephone number, including area code)

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

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

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

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

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained  to the  best  of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The  issuer's  revenues  for the  fiscal  year  ended  December  31,  1997  were
$4,540,271.

The number of shares outstanding of the issuer's common stock as of December 31,
1997,  was  12,500,000  shares.  The aggregate  market value of the common stock
(1,247,000 shares) held by  non-affiliates,  based on the average of the bid and
asked prices ($1.44) of the common stock as of December 31, 1997 was $1,795,680.

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


<PAGE>


This  Annual  Report on Form  10-KSB  (the  "Report")  may be deemed to  contain
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995 (the "Reform Act").  Forward-looking statements in
this Report or hereafter  included in other publicly  available  documents filed
with the Securities and Exchange Commission (the  "Commission"),  reports to the
Company's  stockholders  and  other  publicly  available  statements  issued  or
released by the Company involve known and unknown risks, uncertainties and other
factors which could cause the Company's actual results,  performance  (financial
or operating) or  achievements  to differ from the future  results,  performance
(financial  or  operating)  or   achievements   expressed  or  implied  by  such
forward-looking statements. Such future results are based upon management's best
estimates  based  upon  current  conditions  and  the  most  recent  results  of
operations.  These  risks  include,  but are not limited to, the risks set forth
herein,  each of which could  adversely  affect the  Company's  business and the
accuracy of the forward-looking statements contained herein.

Item 1. Description of Business

General

     The following should be read in conjunction with the Consolidated Financial
Statements of Columbia  Capital  Corp., a Delaware  corporation  and the related
notes thereto,  contained  elsewhere in this Report on Form 10-KSB.  This Report
contains  forward-looking  statements  which  involve  risks and  uncertainties.
Actual  results  may differ  significantly  from the  results  discussed  in the
forward-looking statements.

     Columbia  Capital  Corp.,  a Delaware  corporation  ("Columbia"),  operates
through its wholly-owned subsidiary,  First Independent Computers, Inc., a Texas
corporation ("FICI"), which is a multi-faceted information service organization.
Unless stated  otherwise,  Columbia and FICI shall hereinafter be referred to as
the Company.

     The  services  provided  by the  Company  are:  (i)  credit  and debit card
services; (ii) banking and financial services; and (iii) document management and
distribution  services.  The  services  the  Company  provides  to  most  of its
customers   serve  as  a  link  between   consumers,   merchants  and  financial
institutions by capturing the initial  transaction at the point of sale,  giving
the  merchant  credit  for that  transaction,  posting  the  transaction  to the
financial  institution's  accounts  receivable and general ledger and ultimately
placing the transaction on the customer's statement.

     The  Company  concentrates  on  a  niche  market  consisting  of  small  to
medium-sized  accounts  that have not  achieved  adequate  economies of scale to
operate their own in-house programs and systems. In addition,  the Company seeks
strategic  alliances  with  appropriate  size  banks,  thrifts,  credit  unions,
insurance companies, merchants, utilities, government agencies and other service
companies  whose  success  depends  upon   successful   data   management.   See
"Description of Business - The Company's Business."

     In  an  information-based  economy,  the  critical  common  denominator  of
transaction  and data processing is spurring  alliances  between data processors
and  previously  non-associative   businesses,   such  as  health  care  service
organizations,  utility providers, travel and tourism organizations and Internet
merchandising  companies.  The Company can provide these services from a central
location through a standard,  common and economical on-line interface to each of
its  customer's  principal  offices  as if they  were  located  within  the same
building as the Company.  This  seamless  and  easy-to-use  interface  gives the
customer  instantaneous  access to the information needed to properly manage and
direct those  services  offered by the Company.  This  situation  represents  an
opportunity  for  growth in demand  for the  Company's  products  and  services.
However,  no  assurance  to  this  effect  can be  given.  See  "Description  of
Business-Sales and Marketing."

<PAGE>


History of the Company

         Columbia  was  organized  under  the laws of the State of  Delaware  on
February 5, 1993, for the purpose of creating an entity to obtain capital and to
seek out,  investigate and acquire interests in products and businesses with the
potential  for  profit.  At  inception,  Columbia's  business  plan  was to seek
investments  and  to  form   wholly-owned   subsidiaries  and  distribute  their
securities to Columbia's  shareholders  in an attempt to diversify the potential
acquisitions which could be made on behalf of Columbia's shareholders.  Columbia
subsequently  abandoned this business plan. In connection with its organization,
Columbia issued an aggregate of 2,175,000  shares of restricted  Common Stock to
its original officers and directors for $12,500.  In 1993,  Columbia completed a
private offering of 325,000 shares of Common Stock at an offering price of $0.20
per share, from which Columbia realized gross proceeds of $65,000.

         On February 28, 1997,  Columbia  determined that its two  subsidiaries,
Central Capital Corp., and Hudson Resources, Inc., had no value and would hinder
Columbia's plans for acquisition.  Therefore, the shares of the two subsidiaries
were sold for $1,361, to Lynn Dixon, Columbia's then principal shareholder.  See
"Item 12 Certain Relationships and Related Transactions."

         FICI started  operations  in 1968 as Data  Processing  Center  ("DPC"),
which was a division of First  State Bank of Abilene and was in the  business of
processing the financial records for several Abilene area banks, on an outsource
basis.  On October 21,  1983,  DPC was  incorporated  in the State of Texas;  it
changed its name to First Independent Computers, Inc. and became a subsidiary of
First Independent Bank Shares,  Inc., the holding company of First State Bank of
Abilene,  Texas ("SSI").  On September 11, 1987, all of the common stock of FICI
was sold to CCS Technologies,  Inc. ("CCS") of Orlando,  Florida.  On January 4,
1989,  all of the common  stock of FICI was sold by CCS to  Affiliated  Computer
Services, Inc. ("ACS") of Dallas, Texas. On February 14, 1991, all of the common
stock of FICI was sold by ACS to a private group of investors in Abilene, Texas.
On May 31,  1994,  all of the  common  stock  of FICI  was  sold by the  private
investor  group  back to SSI.  FICI  changed  its  business  services  to  those
currently offered in or about April 1994.

     On April  28,  1997,  all of the  common  stock of FICI (the  "FICI  Common
Stock")  was sold by SSI to Glenn M.  Gallant  ("Gallant")  and Douglas R. Baetz
("Baetz") for $1,600,000 in cash. SSI is a party unaffiliated with Messrs. Baetz
and Gallant.  Messrs. Baetz and Gallant are, as of the date of this Report, both
directors and  principal  shareholders  of the Company.  See "Item 11 - Security
Ownership of Certain  Beneficial  Owners and  Management" and "Item 12 - Certain
Relationships and Related Transactions."

         On September 23, 1997,  Columbia acquired all of FICI Common Stock (the
"Acquisition")  from  Messrs.  Baetz and  Gallant.  Pursuant to the terms of the
agreement  of  acquisition  of  the  FICI  Common  Stock  (the  "Stock  Purchase
Agreement") Messrs, Gallant and Baetz received 10,631,250 shares of Common Stock
(after  Columbia  effectuated a 1 for 2 reverse stock split of its common stock)
in exchange for the FICI Common Stock,  which  represented  approximately 85% of
Columbia's  then issued and  outstanding  Common Stock.  In connection  with the
purchase of the FICI common stock by the Company, 618,750 shares of Common Stock
were issued by the Company to Baytree Associates,  Inc. ("Baytree") as a fee for
services  rendered to the Company for arranging the  transactions  which are the
subject of the Stock Purchase  Agreement.  See "Item 12 - Certain  Relationships
and Related Transactions."

The Company's Business

         The Company  engages in the financial  services  business by providing:
(i) credit and debit card  services;  (ii) banking and financial  services;  and
(iii) document management and distribution  services.  The Company provides,  to
most of its  customers,  in connection  with the three areas of services  listed
above,  a link  between  consumers,  merchants  and  financial  institutions  by
capturing  the initial  transaction  at the point of sale,  giving the  merchant
credit  for  that   transaction,   posting  the  transaction  to  the  financial
institutions  accounts receivables and general ledger and ultimately placing the
transaction on the customer's statement.

<PAGE>

         According to The Nilson Report of March,  1998, as the world is rapidly
moving toward electronic  information  processing,  annual credit and debit card
purchases  in  the  United  States  have  reached  the  $1  trillion  mark.  The
combination of growth in the number of transactions  and the continuing  general
trend  toward  outsourcing  data  processing  functions  directly  benefits  the
Company.  Outsourcing involves having a third party contractor perform a variety
of services or tasks, such as those provided by the Company to the issuer of the
credit and debit card. This trend is anticipated by management of the Company to
remain a source of increased  business in the future.  However,  no assurance to
this effect can be given.  The use of  outsourcing  is expected by management to
continue and accelerate as a trend.  However, no assurance to this effect can be
given.  See  "Description  of  Business-Sales  and  Marketing,"  "Description of
Business-Competition" and "Description of Business-Risk Factors."

Hardware and Software Upgrading

         Since the  practical  beginning of  electronic  data  management in the
1960's,  the Company and its  predecessors  have been  actively  involved in the
development of the data  processing  industry and in the testing and research of
software  products.  The Company's  policy of hardware and software  upgrade and
acquisition  has been pursued in order to facilitate  the  efficient  processing
required  by the  expansion  of its  credit  card  service  business.  With  the
continued upgrade of equipment and software,  management of the Company believes
that the Company has the capability to handle its recent and significant  growth
in the number of credit  card  processing  transactions,  as well as the further
anticipated increase in volume of credit card processing transactions, which are
expected to occur during fiscal year 1998.  However, no assurance to this effect
can be given.

         Further,  as of December 30, 1997, the Company completed  restructuring
of its prices and fees  charged  for  financial  data  processing  and  customer
service.  This restructuring brings the Company's fees in line with the industry
standard  of  approximately  $2.00 per  account  per month  for  financial  data
processing  and  $3.00  per  account  per  month  for  customer   service.   See
"Description of  Business-Credit  and Debit Card Services," "Item 6 Management's
Discussion  and  Analysis  or  Plan  of  Operations"  and  "Item  12  -  Certain
Relationships and Related Transactions."

         Steps  taken by the  Company to insure  that it will be able to provide
the  efficient  processing  required by the expansion of the credit card service
business,  including the recent installation of significant additional equipment
necessary to the operation of a full-service credit card transaction  processing
company.  The Company  entered into a mainframe  computer  lease with IBM for 36
months,  starting in October,  1997.  Subsequently,  the  Company  upgraded  its
mainframe  computer  CPU  again in  March,  1998 for its  anticipated  growth in
business.  The latest  upgrade was  accomplished  pursuant to the  existing  IBM
lease, on a co-terminus  basis. The Company was able to accomplish this increase
in computing  capacity  with IBM by  depositing  an aggregate of $500,000 in the
form of a  certificates  of deposit,  $200,000 of which was drawn from a line of
credit supplied to the Company by Century  Financial  Group,  Inc.  ("Century").
Messrs. Baetz and Gallant, who are both directors and the principal shareholders
of the Company,  own all of the equity  securities  of Century.  The Company has
licensed  numerous  software  programs,  from  unaffiliated  third  parties,  to
implement its business  using its  hardware,  both owned and leased and such new
banking software  systems have been installed.  See "Description of Business-The
Company's Business,"  "Description of Business-Year 2000 Dilemma and Compliance"
and "Item 12 - Certain Relationships and Related Transactions."

<PAGE>

Year 2000 Dilemma and Compliance

         One  of  the  major  challenges  facing  the  consumer  financial  data
processing  services  industry is the problem of Year 2000 compliance.  The Year
2000 dilemma deals with the underlying fact that many existing computer programs
use only two digits to identify a year in the date field.  These  programs  were
designed and developed without  considering the impact of the upcoming change in
the 21st century.  If not corrected,  many computer  applications  could fail or
create  erroneous  results by or at the year 2000. The Year 2000 dilemma affects
virtually all companies and organizations, including the Company.

         The  philosophy  and  practice  regarding  upgrades  of  equipment  and
software,  in the opinion of  management  of the  Company,  allow the Company to
offer a  meaningful  alternative  to existing  and  prospective  customers as an
outsource,  rather  than such  customers'  attempting  to  perform  these  tasks
in-house.  Management  feels  that an  additional  opportunity  to bring in bank
processing  customers  exists by providing a solution to the Year 2000  dilemma.
The  Company's new banking  software is certified and fully Year 2000  compliant
and, therefore, a solution for banks facing this processing crisis.  However, no
assurance to this effect can be given.  See "Description of  Business-Sales  and
Marketing" and "Description of Business-Competition."

         Prospective and existing  customers must comply with numerous  required
regulatory  mandates and are faced with the Year 2000  dilemma.  These  mandates
include: regulatory exams and audits supervised by the Federal Deposit Insurance
Corporation  ("FDIC"),  Office of the  Comptroller of the Currency of the United
States and other state regulatory agencies, external audits by independent third
party auditors,  proper disaster recovery planning and testing,  installation of
proper procedures and controls, insurance that key personnel are properly backed
up so that reliance on key  individuals  for services are not  interrupted and a
host of other  issues.  The removal of these  overhead  burdens is a significant
marketing  opportunity for the Company with existing and prospective  customers.
See "Description of Business-Year 2000 Dilemma and Compliance,"  "Description of
Business-Sales  and  Marketing,"  "Description  of   Business-Competition"   and
"Description of Business-Regulation of the Company's Business."

         Over the past few years,  the Company has attempted to actively address
the Year 2000  dilemma.  The Company has had in place a project plan and project
team reviewing all hardware and software, as necessary.  The Company has already
made much of the investment needed for the Year 2000 Issue. The Company has also
instituted  policies and  procedures  that require all new hardware and software
acquired or licensed by the Company to be Year 2000 compliant. As of the date of
this Report,  all  hardware is expected to be Year 2000  compliant by the fourth
quarter of 1998. It is management's  opinion that any remaining Year 2000 issues
are not  significant  and should be able to be funded through  normal  operating
revenue and income.  See "Item 6 - Management's  Discussion and Analysis or Plan
of Operation."

         Specifically,  to address this problem the Company has installed  newly
acquired banking software systems,  licensed from The Kirchman  Corporation,  an
unaffiliated third party ("Kirchman"), that provides a solution to the Year 2000
dilemma.  The Company's  new banking  software is certified by Kirchman as fully
Year 2000 compliant,  and,  therefore,  a solution for other companies which are
facing the need to solve this  impending  crisis.  These  software  upgrades are
system and application  functional upgrades.  However, no assurance can be given
that all Year 2000 issues have been solved by the acquisition of this software.

Credit and Debit Card Services.

         FICI   provides  a  full  range  of  card   processing   services   for
approximately  fourteen  customers which consist of seven banks, three retailers
and four financial service  organizations that do not operate their own in-house
programs and systems. PaySys International Inc., ("PaySys") has licensed FICI to
use its software known as CardPAC(C) and  VisionPLUS(C),  which  addresses every
activity  associated  with credit card  transaction  processing.  These software
packages  provide  specialized   applications  for  customer  credit,   merchant
processing,  credit bureau  application  processing,  customer service,  special
interchange processing, authorizations,  transaction processing and collections.
In  addition,   FICI  provides  custom  programming  services  on  the  licensed
application software for processing requirements that are unique to a customer's
business.  The Company works closely with its customers to be a total  solutions
provider.  In  providing a full range of credit card  processing  services,  the
Company supports  comprehensive  card programs,  including  bankcard issuing and
acquiring  (merchant  services),  co-branded,  debit  card,  corporate  card and
private label programs.  The services include application  processing,  customer
service  support,   remittance   processing,   card  embossing  and  production,
chargeback  processing,  billing and  statement  preparation,  mail  processing,
detailed reporting,  account collections on behalf of its customers and merchant
services.

<PAGE>

         The Company has entered  into  multi-year  agreements  with most of its
customers.   For  the  year  ended  December  31,  1997,  BestBank  of  Colorado
("BestBank"),  an  unaffiliated  third  party which had a  preexisting  business
relationship with Messrs,  Baetz and Gallant,  accounted for 30%, Security State
Bank ("SSB"),  a former affiliate of FICI,  accounted for 27% and Pride Refining
Inc., an  unaffiliated  third party,  accounted for 16%, of 1997 gross revenues.
The loss of any of these three  customers  could have a material  adverse effect
upon the  business  of the  Company.  Agreements  between  the  Company  and its
customers  provide that the Company will  perform  data  processing  in order to
provide to its customers  computer  programming and other services in connection
with the Company's programs with MasterCard International,  Inc. ("MasterCard"),
Visa U.S.A.,  Inc.  ("VISA") and private  label  credit card  operations.  These
agreements  terminate at various  times during the period from May, 1998 through
July 31, 2005,  but  automatically  renew for an unlimited  number of successive
years,  unless notice of  termination  is given by either party no less then 180
days prior to a designated termination date.

         During the year ended December 31, 1997,  the Company's  agreement with
Clark Refining, Inc. ("Clark"), an unaffiliated third party, expired and has not
been renewed.  For the fiscal years ended December 31, 1996 and 1997 the revenue
derived  by the  Company  from  Clark was  approximately  $1,335,914  or 32% and
$530,224  or  11%,  respectively.  Further,  SSB has  been  acquired  since  the
beginning  of this  fiscal  year by a company  that has its own data  processing
operations.  Management of the Company  anticipates that the Company will retain
SSB's credit card and certain other processing  business.  However, no assurance
to this effect can be given,  but management  anticipates a loss of a portion of
the  business  of SSB,  which  loss is  estimated  by  management  to  amount to
approximately  $500,000  in annual  revenue for fiscal  year 1998.  However,  no
assurance  can be  given  to  this  effect.  Furthermore,  revenues  from  Pride
Refining, Inc. ("Pride"), were $715,500 for the twelve months ended December 31,
1997 as compared to $804,000 for the twelve months ended December 31, 1996. This
represented  a decrease of 11% during 1997.  This revenue  decrease was due to a
decision of the management of Pride to take their computer processing activities
in-house. This removal of processing business from the Company to Pride is being
converted in stages and should be  completed  by the summer of 1999.  Due to the
expected increase in revenues from the Company's credit card operations and bank
processing,  the loss of the Pride revenue is not anticipated to have a material
adverse effect on total revenue for fiscal year 1998.  However,  no assurance to
this effect can be given. Item 6 - Management's  Discussion and Analysis or Plan
of  Operations  - Results of  Operations  for Years Ended  December 31, 1997 and
December 31, 1996."

         Agreements with BestBank and Century Financial Group,  Inc.. On October
1, 1997, the Company entered into a master  agreement with BestBank (the "Master
Agreement")  for  processing  and services for its customers with which BestBank
has entered in contractual agreements. BestBank is unaffiliated with the Company
or its affiliates.

         BestBank is a Colorado state-chartered bank and operates primarily as a
provider  of credit card and debit card  programs.  The  primary  contractor  to
BestBank  for such  programs  is  Century,  an  affiliate  of Messrs.  Baetz and
Gallant,  which handles such  programs on a turn-key  basis.  BestBank  oversees
Century's  operations to monitor Century's compliance with all federal and state
laws and regulations. As a small community bank, BestBank competes in the credit
and debit card arena by targeting  niche  markets that have been  overlooked  by
major  institutions.  Management  of the  Company  believes  that a majority  of
BestBank's income is derived from the Century-administered credit and debit card
programs.

<PAGE>

         Century  offers  turn-key  solutions  in  the  credit  and  debit  card
industries  for small banks  wishing to enter this field.  Century has developed
credit card  programs for  BestBank,  Berthoud  National  Bank and First Premier
Bank. For most small banks, the cost of starting up a credit card program may be
prohibitive.  The costs of development of such a program,  the systems  staffing
and marketing may take more capital than such small banks can prudently  invest.
Century,  can assume risks that would not be reasonable  and prudent for a small
bank. Century provides the marketing  (directly or through related and unrelated
third  parties),  customer  service,  credit  underwriting  dispute  resolution,
collections (through its affiliate,  Berwyn Holdings,  Inc. ["Berwyn"]) and data
processing  through  the  Company.   In  the  event  that  the  account  becomes
delinquent, Century purchases the receivable from the bank at par.

         Because the Master Agreement  provides BestBank with fixed cost pricing
for  services  provided by the  Company for credit and debit cards and  merchant
processing,  BestBank  is able to market  its  programs  and  services  to other
non-issuing entities. BestBank initiates new programs for card issuers while the
Company obtains the processing of these accounts  through the marketing  efforts
of BestBank.  It is  anticipated  by  management of the Company that as BestBank
adds new customers or new programs for existing  customers,  the Company will be
able to expand its own business operations. However, no assurance to this effect
can be given.  As of  February  28,  1998,  the number of credit  card  accounts
serviced by the Company is 417,816,  of which 397,504 are derived by the Company
pursuant to the Master  Agreement  with  BestBank.  BestBank  has  approximately
130,000  additional  credit card  accounts  which are  currently  committed to a
competitor of the Company for processing. BestBank, has agreed, in principle, to
begin  conversion of these accounts over to the Company as soon as  practicable.
However,  no assurance  can be given that such accounts will be converted to the
Company. See "Description of Business-Sales and Marketing."

         In October,  1997,  Century  entered into an agreement with BestBank to
service a new program for the  introduction of debit cards,  commencing on April
1, 1998.  Berwyn is in the process of setting up the VISA debit card program for
BestBank for this new  program.  Through the  Company's  Master  Agreement  with
BestBank,  the Company will process and service  this debit card  program.  This
program will be marketed by Financial  Management  Services,  Inc.  ("FMS"),  an
unaffiliated  third  party.  The debit  cards are to be  introduced  through the
national  chain of check  cashing  retail  outlets,  Check Cashing  Store,  Inc.
("CCSI")  owned by FMS.  FMS is  currently  testing  this program and expects to
market this program throughout the country over the next 12 months. The delivery
of the debit card product is expected to be  completed  by August,  1998 in over
3,500 stores in the United States.
However, no assurance to this effect can be given.

         Agreement with FiScrip.  On March 1, 1998, the Company  entered into an
agreement with FiScrip,  Inc., a Nevada  corporation  ("FiScrip"),  which may be
deemed  to be an  affiliate  of  Messrs.  Baetz  and  Gallant.  FiScrip  markets
processing services for Automatic Teller Machines ("ATM's") transactions,  debit
terminal   transactions  and  Electronic   Benefits   Transfer  systems  ("EBT")
transactions.  FiScrip and its co-venturer,  Norstar, Inc., of Orlando, Florida,
an  unaffiliated  third party,  contract with  independent  sales  organizations
("ISO's") for deployment of terminals and services.

         The  Company is the sole  provider  of these  services  to FiScrip  for
operation  of these  systems.  The Company  performs:  (i) the daily  settlement
function  which  consists of the  reconciliation  and  balancing  of these daily
transactions  received so that funds are accounted  for by the banks,  merchants
and the Federal  Reserve;  (ii) monthly  statement  generation  to merchants and
ISO's  reflecting  all  transactions  and  associated  fees;  (iii) merchant and
network  adjustment  procedures,  which  process and  reconcile  all network and
merchant  adjustments  generated through automated  clearing house  transactions
("ACH") and other transaction types; (iv) merchant telephone support through the
use of a toll free  telephone  support;  and (iv) merchant  terminal  loading of
software  and  application  processing  for  merchant  approval of ATM and debit
terminals.

         FiScrip designs,  programs and tests the software that is reloaded into
ATM's and debit card  point-of-sale  machines.  FiScrip is one of four companies
certified by Deluxe Payment Systems, an unaffiliated third party, to process EBT
transactions.   EBT  is  a  new  process  and  method  of  distributing  federal
entitlements,  initially  including  food  stamps,  welfare and social  security
payments to  beneficiaries.  In place of printing  and issuing  checks and other
financial  instruments,  some beneficiaries of government  entitlement  programs
receive a debit style card (a "QUEST Card") which operates in the same manner as
an ATM or debit card.  The  beneficiary  of the  entitlement  program  uses this
federally  issued card to purchase items  utilizing the EBT system.  The federal
government may eventually  establish  individual  accounts which will be debited
when a beneficiary makes a withdrawal or purchase.  However, no assurance can be
given as to when the federal  government  will  establish  this  process.  It is
expected by FiScrip that there will be substantial  competition in the provision
of the service  offered by FiScrip.  No assurance can be given that FiScrip will
be successful in competing for this business;  thus, the Company may not receive
the processing  business  anticipated by management of the Company to be derived
from EBT transactions.

<PAGE>

         The  transactions  based on this medium of exchange through FiScrip and
the Company are estimated to produce a gross transaction fee of between $0.06 to
$0.09,  of which the Company will be paid a per  transaction  fee of $0.02 and a
fee of $3.50 per monthly statement generated by the Company. The transaction fee
is in addition to the merchant  application  and  statement  fees.  However,  no
assurance can be given as to the volume of  transactions  that will be processed
or rates at which such processing will take place. FiScrip is newly in operation
in connection  with the EBT business,  with no more than 5,000  transactions  in
February,  1998 and 7,000  transactions in March,  1998.  FiScrip  anticipates a
significant  increase in the number of  transaction,  but no  assurance  to this
effect can be given.

         According to federal government  surveys, it is anticipated that by the
year 2000, 60% of the population of the United States will be receiving  monthly
income issued  electronically  and  accessible  through the use of a QUEST Card.
However, no assurance to this effect can be given. The total dollar value of EBT
transactions  (food stamps, aid to families with dependent children and welfare)
in 1998 is estimated by FiScrip to be $60 billion,  with an average  transaction
size of  approximately  $23.00,  or approximately  450 million  transactions per
year.  FiScrip's  target market share of total dollar volume of EBT transactions
is estimated to be $6 billion or 65 million transactions per year) by January 1,
2000.  However,  no  assurance  can be given that  there will be this  volume of
transactions or that FiScrip will service such a volume of transactions.

         The Social Security System will begin  distributing  benefits using EBT
beginning on January 1, 1999 and expects to have completed  full  implementation
of the  distribution  system for  benefit  distribution  using EBT by January 2,
2002. The dollar value for all EBT transactions by the Social Security System is
expected to reach $470 billion  annually.  However,  no assurance to this effect
can be given.

         FiScrip has been  certified by Citibank  and Lockheed  Martin as an EBT
third party processor  according to federally  established  guidelines in twenty
eight  states and two counties in  California.  Eleven other states will require
simple certification,  which is anticipated to be completed in 1998. However, no
assurance to this effect can be given.  FiScrip's EBT development  plans include
full  certification  for  six  additional  states  as,  if and  when  government
contracts  are awarded to Lockheed  Martin or Deluxe  Payment  Systems,  both of
which  are  unaffiliated  with  the  Company  or  FiScrip,  for EBT  transaction
processing.

         Processor  Services.   As  a  processor  of  credit  card  and  banking
transactions, the Company assumes all responsibility for the processing systems,
software  maintenance  and  compliance.  The Company data  processing  center is
staffed  twenty-four  hours a day, seven days a week, and processes and balances
all incoming and outgoing file transmissions,  provides ACH transmissions, daily
updates,  reports,  generates  statements,  microfiche  reports and  statements,
maintains system backup and provides customer support.  Other processor services
include  the  issuance  of  user  documentation   explaining  the  features  and
functionality  of the  processing  system (card holder and merchant  processing,
authorizations,  collections  and customer  service).  In addition,  the Company
provides user training to its customers.

         On-site  and  off-site  backups  of  daily  activity  and  systems  are
maintained.  In the event of a disaster,  the  Company  has a hot site  disaster
recovery  center at its immediate  disposal from IBM. A  comprehensive  disaster
recovery  plan  and  testing  of  that  plan  are  required  in  the  regulatory
environment  that the  Company  operates  in,  which is a part of the  Company's
policy of hardware  upgrade and acquisition in order to facilitate the efficient
processing  required by the expansion of the card business and to create a solid
foundation  for the growth of the Company  and to  maintain  its goal of being a
total  solutions  provider.  See  "Description  of  Business-Regulation  of  the
Company's Business."

<PAGE>

         Each  customer  is  assigned  a  Client   Support   Specialist.   These
representatives  provide  support and assistance to research  problems,  clarify
system  functionality,  setup new  programs and  promotions  and  training.  All
banking  customers of the Company  have direct 24 hour, 7 day a week  "helpdesk"
support from Kirchman.  The Company provides on-site support during  conversions
and  major  software  enhancements  or  releases.   The  Company  also  provides
collection services to its customers. In addition, the Company has established a
business  relationship  with  several  full-time  collection  agencies  and will
provide appropriate  information at the customer's request. The Company provides
the  capability  to do file  transfers  files to these  agencies and, in several
cases,  these  agencies  are  on-line,  real time  connected  to the  collection
management  system.  Further,  the Company offers a complete dispute  resolution
service to its  customers  utilizing  a  state-of-the-art  interchange  tracking
system. Service  representatives  process all copy requests and chargebacks.  In
conjunction with the chargeback processing procedures,  service  representatives
perform  other fraud and risk  management  functions  in an effort to assist the
Company's   customer  from  being  victimized  by  fraudulent  and  unscrupulous
transactions.  The Company  also  provides  over 350  standard  reports that are
readily available to the customer. These reports can be generated daily, weekly,
monthly,  quarterly or by special request.  All of the standard reports are made
available through hard copy, microfiche and on-line. In addition, customized and
ad hoc reporting services are available to the customer.

         Bankcard and Private Label Card  Processing  Services.  The banking and
financial services and data processing component of the Company's operations are
equipped and capable to perform the "back room"  operations for banks,  thrifts,
credit unions, insurance companies,  merchants,  utilities,  government agencies
and others.  The Company  provides full back room  operations for its customer's
credit and debit products.

                  FICI's  Backroom  Services.  The Company  utilizes  Search and
Scoreware software licensed from Fair Isaac(R), to access the three major credit
bureaus and score applicants credit applications.  The particular credit data is
entered into the credit decision  management system and transmitted  directly to
the  credit  bureau.  Based  on  the  customer's  business  requirements,  these
applications  are  pre-screened  and  requested  credit  scoring or reporting is
secured from the credit bureau.  Upon approval,  an account is automatically set
up with the  customer and the  applicant  is issued a credit card.  Applications
that  are  declined  are  maintained  in the  database,  and  the  applicant  is
automatically  sent a letter of  notification.  All records and applications are
retained for  historical  purposes based upon the  customer's  requirements  and
appropriate requirements for regulatory purposes.

         The Company offers its customers full customer  service  support,  both
automated and service  representative  support. A fully automated system,  using
voice response and direct talk software,  allows credit card holders to activate
their cards, verify account balance information and report lost or stolen cards.
The voice response  system  immediately and  automatically  blocks accounts that
have been reported lost or stolen and prevents any additional  transactions from
being  authorized.  With proper security and passwords the voice response system
automatically  activates  a credit card  holder's  card,  relieving  the service
representative from those tedious tasks and allowing the service  representative
time to  concentrate  on  assisting  credit card  holders  with other  important
concerns.  Additionally,  the Company  offers a toll free  telephone  service to
process all other customer  service calls. The service  representative  utilizes
the customer service  management system to assist credit card holders in solving
their questions and concerns.  The customer service management system allows the
customer to automate and  custom-tailor  the customer service  processing.  This
allows for efficient tracking and reporting of all customer service activities.

         The Company utilizes  several  proprietary and third party networks for
its  authorization,  capture and merchant  accounting  services.  Utilizing  the
merchant  processing system, the Company offers toll free telephone services and
service   representatives   to  provide   merchants   the  support   needed  for
authorizations, basic inquiries, researching disputes and settlement processing.
The  warehousing  and  deployment  of point of sale ("POS")  terminals can be an
overwhelming task. Through the Company's strategic  relationship with Triumphant
Enterprises, Inc. of Dallas, Texas, an unaffiliated third party, which is in the
business of terminal deployment, this task is accomplished and integrated with a
degree of certainty and accuracy.

<PAGE>


         A vital and important  part of the Company's  backroom  services is the
assistance  of  the  customer's  daily  balancing  and   reconciliation  of  the
processing solution.  These processes are used daily to determine the settlement
with  VISA,  MasterCard,  retailers  and  remittance  of funds.  Providing  this
important   service  insures  that  the  customer  is  getting  cash  management
information expeditiously and accurately for cash flow purposes.

     Credit  Card  Production.   The  Company  produces  credit  cards  for  its
customers,  and such cards may be upgraded to include smart card personalization
as an additional  service.  The Company  maintains a dual security  system which
will meet VISA and MasterCard  standards for card security and  production.  The
Company's software allows the customer to define various card types and programs
and  to  define  special   processing   parameters  for  billing  and  statement
preparation.  With the  ability  to provide  multiple  statement  messages,  the
statement  is  frequently  used  by the  Company's  customers  to  announce  new
services,  contests,  and credit line  increases.  In addition,  the Company may
design and customize the  statements,  which act as a basic marketing tool. Data
entry  support can be supplied for  customers  who have special  promotions  and
other  marketing  events.  The Company also offers  direct  marketing  services.
Direct mail  marketing  items can be sent to any list of current or  prospective
card holders. The Company's affiliation with other marketing organizations allow
the Company to support multiple  marketing  programs including both in-bound and
out-bound telemarketing campaigns. These telemarketing campaigns are designed to
enhance  and  grow  the  customers'  card  base and to  efficiently  handle  the
potentially  large  volume of specific  calls.  Various  programs  can be custom
tailored  to focus  upon a  customer's  particular  needs  and  specific  market
penetration.

Banking and Financial Services

         The Banking and Financial  Services  component of the Company  performs
the  processing  and  "backroom"  operations of banks,  thrifts,  credit unions,
insurance companies,  merchants, utilities, government agencies, and others. The
Company processes for several banks and financial institutions which represents,
in the aggregate,  20% of its gross billing for 1997. Although this segment does
not comprise a majority of the Company's revenues for 1997, the Company believes
that it can grow and expand this line of business. However, no assurance to this
effect can be given. See "Description of Business-Sales and Marketing."

         The financial  institutions  processing services from the Company begin
with the implementation of the processing  system,  proceeds with the customer's
use of the system  and ends with other  services  offered  by the  Company.  The
processing system retains the data for the total customer relationship,  meaning
the  customer is viewed from both sides of the balance  sheet.  This  integrated
information  is the foundation for an  institution's  improved risk  management,
better  marketing for product  penetration and better  servicing of the customer
base. The processing  system manages all liabilities  from checking  accounts to
time  deposits,  each with  capabilities  that range from fixed  rates to tiered
rates and from bonus rates to overdraft protection.

     The Company provides proof and data entry services for all cash and transit
items for the  customer.  Checks,  debit  advices  and credit  advices  are micr
encoded.  On a daily basis,  all items rejected are researched and re-entered to
insure that the customer  receives full credit for all monetary items submitted.
Upon  completion,   the  debit  and  credit  captured  data  is   electronically
transferred to the processing systems.  After the capturing process, the Company
generates and creates the necessary cash letters for the financial  institutions
and delivers  such letters to the Federal  Reserve  according to their  mandated
instructions and delivery times.

         Using the  processing  system  and  in-house  developed  software,  the
Company  offers  a full  line  of ACH  services  including:  (i)  payroll  check
deposits;  (ii) social security payments;  (iii) deposits and withdrawals;  (iv)
corporate  transactions;  (v) retail  transactions;  and (vi)  return  items and
automated  reversals.  Utilizing the Company's direct  connection to the Federal
Reserve through the Fed Line, ACH transactions and wire transfers are completed.

<PAGE>

Document Management and Distribution Services

         The document management and distribution  services the Company provides
to its customers  simplify an otherwise  overwhelming task of processing inbound
and outbound paper items. In document  management,  the Company offers processes
for producing and reducing the amount of paper  reports and  statements  for the
customer, with its online tools for reports,  microfiche processing and with the
acquisition of digital  document  technology  and Computer  Output to Laser Disk
("COLD")  product.  As of the date of this Report,  the Company  processes  over
800,000 mail pieces per month.  The Company intends to increase this business to
over 1,500,000 pieces per month during the next year.  However,  no assurance to
this effect can be given.  This increased  volume is anticipated to be generated
from the growth of the other  operations  of the Company.  However,  the Company
expects to also add other  customers  with  specific  mailing  and  distribution
needs.  However,  no assurance to this effect can be given.  See "Description of
Business-Sales and Marketing."

         Through its sophisticated  software  products,  in conjunction with the
latest  available  hardware,  the Company  gives the  customer an avenue into an
almost paperless  world.  These services include on-line real time access to its
daily  reports and  statements.  The customer  only needs to print locally those
items for which they wish to have hard copy.  This on-line service of reports is
an efficient and time saving  solution to the customer for viewing and retrieval
of data. The Company  offers  customers the  opportunity  to receive  reports on
microfiche.

         Besides the advantage of processing  efficiency over traditional analog
file  storage,  the  use  of  COLD  storage  and  retrieval  methodologies  have
application  for customer  service  operations.  Through the  Company,  clients'
Customer  Service  Representatives  will be able  not only to  inspect  customer
statements by line item data,  but will be able to retrieve,  view and reference
digitized images of original  documents on a real time basis. For added customer
services,  these items may then be reprinted or faxed on demand.  The customer's
need for manpower support is consequently,  greatly reduced while increasing the
productivity of customer service personnel.

Sales and Marketing

         The  marketing  goals of the Company are to expand the already  created
and operating  multi-faceted  information service organization  dedicated to the
provision of financial data processing, document management, electronic commerce
services and customer  service.  The Company has focused on  customers,  such as
denovo banks (banks in the process of being formed) and businesses in the credit
card industry that may be overwhelmed  with new regulatory and related  problems
and want to  outsource  their  operations.  During  the  1980's  the  trend  for
community banks was to bring their processing in-house. Faced with the Year 2000
dilemma and ever increasing data processing costs,  these institutions are prime
candidates to again contract their  processing to service  companies such as the
Company.  Further,  the Company can  process for  institutions  in all facets of
their  operations,  although  no  assurance  can be  given to this  effect.  See
"Description of Business-Year 2000 Dilemma and Compliance."

         Because the Company serves as a link between  consumers,  merchants and
financial  institutions  and has been and continues to  concentrate  on: (i) the
fulfillment of a niche market consisting of small to medium-sized  accounts that
have not  achieved  adequate  economy  of scale to  operate  their own  in-house
programs and systems;  (ii) seeking out  strategic  alliances  with  appropriate
service companies whose advantage  depends upon successful data management;  and
(iii) providing a personalized  customer-service  oriented strategy, the Company
believes  that its marketing  approach will earn it a substantial  number of new
customers and customer conversions.  However, no assurance to this effect can be
given.

         For  small and  denovo  banks,  credit  card  operations  can be highly
lucrative.  However, for most small banks, the cost of starting up a credit card
program is  prohibitive  because the costs of  development  of the program,  the
systems  staffing and  marketing  take more capital than the banks can prudently
invest.  The Company can alleviate some of this cost and make a bank credit card
operation  feasible in some cases,  although no  assurance  can be given to this
effect.

<PAGE>

         A significant  part of the sales of the Company's  services are made by
its executive officers.  Additionally,  the marketing efforts of Century, Berwyn
and BestBank have resulted in a significant  growth in the number of credit card
accounts  being serviced by the Company.  Management of the Company  anticipates
that  as  Century,  Berwyn  and  BestBank  initiate  new  programs,  either  for
themselves or for credit card issuers, the Company will obtain the processing of
these accounts.  However,  no assurance to this effect can be given. In addition
to the foregoing,  the Company receives referrals of possible customers from its
software  vendors  See "Item 9  Directors,  Executive  Officers,  Promoters  and
Control Persons; Compliance with Section 16(a) of the Exchange Act."

         There has been a trend over the last several  years for banks and other
financial institutions to consolidate, thereby causing a shrinkage in the number
of possible  customers  for the  Company's  services.  The Company is  partially
protected from this trend by having  relatively  long term  agreements  with its
customers.  One such  consolidation  is the recent  purchase of SSB,  causing an
anticipated decline in revenue from that account to the Company.  The effects of
this  trend in  consolidation  could  have a material  adverse  effect  upon the
Company's future business prospects.  However, the effects of this trend, in the
opinion of management,  are off-set by the fact that there are approximately 300
denovo banks  currently in formation and there has been the  introduction of new
financial  instrument  programs on a continuous basis. Many of such programs are
potential  customers for the  Company's  services.  It is uncertain  whether the
Company will benefit from such new financial instrument  programs.  No assurance
can be  given  that  the  Company  will  be able to  replace  customers  lost to
consolidations within the banking industry,  and if the Company is successful in
replacing such customers,  that such replacement customers will result in enough
revenue to off-set lost revenue and profits. See "Description of Business-Credit
and  Debit  Card  Services,"  "Description  of  Business-Sales  and  Marketing,"
"Description of  Business-Competition"  and "Item 12 - Certain Relationships and
Related Transactions."

Competition

         The  industry  segments in which the  Company's  business  operates are
highly competitive. The Company competes with major and independent providers of
services  in the credit  card  industry.  Some of the  companies  with which the
Company competes are  substantially  larger,  have more  substantial  histories,
backgrounds, experience and records of successful operations, greater financial,
technical,  marketing and other  resources,  more  employees and more  extensive
facilities  than the  Company  has or will have in the  foreseeable  future.  In
addition,  the Company  competes with businesses  that  internally  perform data
processing or other services offered by the Company.

         The industry in which the Company  competes is highly  fragmented.  The
Company  believes  that  with  its  vast  range of  services  and the Year  2000
compliance issues,  those banking and financial  institutions  looking for a new
and compliant  solution will begin to migrate from their  in-house  solutions to
companies on an outsource  basis.  Management  of the Company  believes  that to
succeed in  competing  for  customers in its  industry  segments  the  Company's
factors for success are its capabilities,  quality of service, price, reputation
and, in some cases, convenience of location to the client.

         The  Company's  ability to compete  effectively  may also depend on the
availability  of  capital.  Many of the  Company's  competitors  have  access to
significantly  greater  capital and management  resources then does the Company.
The  Company is not aware of any  competitor  which  provides  the same range of
services  as  the  Company.  However,  no  assurance  can  be  given  that  such
competitors do not exist. The Company's  competitive  capabilities are a fact of
the Company's state of the art card software  solutions systems and a focus on a
customer-service  oriented  approach for the small- to medium- sized  customers.
Furthermore,  management  of the Company  believes  that the  Company  enjoys an
advantage as a total  provider and can thereby offer these services at a reduced
costs to its customers.  However,  no assurance to this effect can be given. See
"Item 12 - Certain Relationships and Related Transactions."

<PAGE>

         Further,  with the focus of most of the Company's  competitors being on
large,  high-volume accounts,  the Company has an added competitive advantage in
seeking out customers in the small to medium-sized card issuers market, which is
believed by management to comprise nearly 30% of the nearly 250 million accounts
which  form  the  card  industry  in the  United  States.  However,  there is an
increasing trend of bank mergers and consolidations  which may, over time, cause
the market for the Company's services to shrink and thus significantly  increase
competition. See "Description of Business-Sales and Marketing."

Employees

         As of March  27,  1998,  the  Company  had  eighty-two  (82)  full-time
employees, including three (3) corporate executives,  sixty-nine (69) operations
persons, ten (10) administrative personnel and three (3) part-time employees.

         The Company intends to hire additional  personnel as the development of
the Company's business makes such action  appropriate.  The loss of the services
of key personnel,  including its three executive officers, could have a material
adverse effect on the Company's business. Since there is intense competition for
qualified personnel knowledgeable about the Company's industry, no assurance can
be given that the Company will be successful in retaining and recruiting  needed
key  personnel.  The Company does not have key-man life insurance for any of its
employees.

         The Company's  employees are not  represented  by a labor union and are
not covered by a collective bargaining agreement.  The Company believes that its
employee relations are good.

Regulation of the Company's Business

         Various aspects of the Company's  businesses are subject to federal and
state regulation which, depending on the nature of any noncompliance, may result
in the suspension or revocation of licenses, registrations or certifications, as
well as the  imposition  of  civil  fines  and  criminal  penalties.  Since  the
Company's  services are performed on behalf of the customer and the Company does
not take  possession  of the  receivables  or funds  collected  from credit card
holders,  the  Company  is not  required  to  have  any  specific  licensing  or
registration in the states in which the Company's  customers  operate.  However,
the Company is required to have the software and procedures  that it utilizes be
in compliance with various regulations. Among such regulations are: Regulation Z
of the Truth in Lending Act and  Regulation E of the  Electronic  Fund Transfers
Act.  Furthermore,  there are portions of the  regulations  of the FDIC that are
applicable to the activities of the Company, as are regulations of the Office of
the  Comptroller of the Currency of the United States and those of various state
regulatory agencies. The Company believes that it is in material compliance with
all such  regulations  in  accordance  with the Federal  Financial  Institutions
Examination  Council,  Information  Systems Examination  Handbook;  and VISA and
MasterCard certification and compliance mandates.

         With  respect to the above  requirements,  the Company has been audited
annually by banking  examiners  and third party  auditors to monitor  compliance
with all  regulations.  The Company has received  satisfactory  ratings on these
audits.  During the current fiscal year, the Company's third party audit will be
expanded  from a regulatory  compliance  review to a full  Statement on Auditing
Standards  ("SAS") 70 audit.  This SAS 70 audit is being  conducted to determine
whether all areas of the Company's processing  procedures,  application software
and internal  controls are operating in compliance with  prescribed  independent
auditing  standards.  Management of the Company  believes that the Company meets
all required standards and materially complies with all applicable  regulations.
However, no assurance to this effect can be given.

<PAGE>

Risk Factors

         This Report may be deemed to contain forward-looking  statements within
the  meaning of the Reform  Act.  Forward-looking  statements  in this Report or
hereafter  included  in  other  publicly  available  documents  filed  with  the
Commission,  reports to the Company's  stockholders and other publicly available
statements  issued or released by the Company  involve known and unknown  risks,
uncertainties  and other factors which could cause the Company's actual results,
performance  (financial or operating) or  achievements to differ from the future
results,  performance  (financial  or operating)  or  achievements  expressed or
implied by such forward-looking  statements.  Such future results are based upon
management's  best estimates  based upon current  conditions and the most recent
results of operations.  These risks  include,  but are not limited to, risks set
forth herein,  each of which could adversely  affect the Company's  business and
the accuracy of the forward-looking statements contained herein.

         There is a  limited  public  market  for the  Company's  Common  Stock.
Persons who may own or intend to purchase  shares of Common  Stock in any market
where the Common Stock may trade should  consider the  following  risk  factors,
together with other information  contained  elsewhere in the Company's  reports,
proxy  statements  and other  available  public  information,  as filed with the
Securities  and Exchange  Commission,  prior to purchasing  shares of the Common
Stock:

Financial Risks

         Need for  Additional  Capital  for  Expansion.  The  Company's  current
business plan includes a strategy to expand as a provider of processing services
through the  development of new customers.  Financing for such  acquisitions  or
development  may not be  available  to the  Company on  commercially  reasonable
terms. In the event the Company cannot obtain the additional financing needed to
fulfill  its  acquisition  strategy,  the  Company  may be unable to achieve its
proposed expansion strategy. See "Item 6 - Management's  Discussion and Analysis
or Plan of Operation."

         Reliance on  Affiliates  As Source of  Business.  The recent  growth in
volume of credit card processing  transactions serviced by the Company is due to
new customers of the Company arranged for by Messrs. Baetz and Gallant and their
affiliates.  Much of the anticipated short term future growth in the business of
the Company is expected to be derived from agreements with BestBank and FiScrip,
which  were  similarly  arranged  for by  Messrs.  Baetz  and  Gallant  or their
affiliates. Messrs. Baetz and Gallant operate businesses in other aspects of the
credit  card  industry.  No  assurance  can be given  that such  companies  will
continue  to do  business  with the Company in the future or that the basis upon
which they do business  with the Company will be  profitable  to the Company.  A
loss of  involvement  in the Company by Messrs.  Baetz and Gallant  could have a
material  adverse  effect upon the Company.  Further,  Century,  an affiliate of
Messrs.  Baetz and Gallant,  has provided secured debt financing to the Company.
Should that debt go into default,  Century  could  foreclose on its debt and the
control of all of the business of the Company could pass to Century, which could
have  a  material   adverse  effect  upon  the  Company.   See  "Description  of
Business-Competition"   and  "Item  12  -  Certain   Relationship   and  Related
Transactions."

         Reliance on Customers.  The Company relies upon three customers for 73%
of gross revenues.  The Company's  largest  customer  represents over 30% of the
Company's  revenue  for the fiscal year ended  December  31, 1997 and 70% of the
Company's  gross revenue  during the three months ended December 31, 1997 and is
expected to represent a larger  percentage  of revenue in the future.  If one or
more of these three customers were to cease doing business with the Company,  it
could have a material  adverse effect on the Company's  business.  The Company's
largest customer has committed to a five-year contract which began on October 1,
1997. This customer and the anticipated short term future growth in the business
are derived from the Master  Agreement  with BestBank  which was arranged for by
Messrs.  Baetz and Gallant or their  affiliates.  Management  believes  that the
contract will be honored for the full term and ultimately  renewed.  However, no
assurance can be given to this effect. See "Description of  Business-Credit  and
Debit Card Services" and Item 6 - Management's  Discussions and Analysis or Plan
of Operation."

<PAGE>

General Business Operations Risks

         Adverse Trends in the Company's  Business.  There has been a trend over
the  last  several  years  for  banks  and  other   financial   institutions  to
consolidate, thereby causing a shrinkage in the number of possible customers for
the Company's  services.  The Company is partially  protected from this trend by
having   relatively  long  term   agreements   with  its  customers.   One  such
consolidation is the recent purchase of SSB,  causing an anticipated  decline in
revenue  from  that  account  to the  Company.  The  effects  of this  trend  in
consolidation  could have a material  adverse  effect upon the Company's  future
business  prospects.  However,  the  effects of this  trend,  in the  opinion of
management,  is off-set by fact that there are  approximately  300 denovo  banks
currently  in formation  and there has been the  introduction  of new  financial
instrument  programs on a continuous  basis. Many of such programs are potential
customers for the Company's  services.  It is uncertain whether the Company will
benefit from such new financial instrument  programs.  No assurance can be given
that the Company will be able to replace customers lost to consolidations within
the  banking  industry,  and if the  Company is  successful  in  replacing  such
customers,  that such  replacement  customers  will result in enough  revenue to
off-set  lost  revenue and  profits.  See  "Description  of  Business-Sales  and
Marketing."

         Government  Regulation  of Business.  Various  aspects of the Company's
businesses are subject to federal and state regulation  which,  depending on the
nature of any  noncompliance,  may result in the  suspension  or  revocation  of
licenses,  registrations or  certifications,  as well as the imposition of civil
fines and criminal  penalties.  Since the  Company's  services are  performed on
behalf  of the  customer  and  the  Company  does  not  take  possession  of the
receivables  or funds  collected  from credit card  holders,  the Company is not
required to have any specific  licensing or  registration in the states in which
the Company's  customers operate.  However,  the Company is required to have the
software  and  procedures  that  it  utilizes  be  in  compliance  with  various
regulations.  The Company  believes that it is in material  compliance  with all
such  regulations  in  accordance  with  the  Federal   Financial   Institutions
Examination  Council,  Information  Systems Examination  Handbook;  and VISA and
MasterCard certification and compliance mandates.  However, no assurance to that
effect  can be given.  See  "Description  of  Business-Regulation  of  Company's
Business."

         Competition.  The credit card service industry is fragmented and highly
competitive. The Company directly and indirectly competes with other businesses,
including  businesses in the credit card service industry.  In many cases, these
competitors  are  larger  and  more  firmly  established  than the  Company.  In
addition,  many of such  competitors  have  greater  marketing  and  development
budgets and greater capital resources than the Company.  Accordingly,  there can
be no  assurance  that  the  Company  will be able to  achieve  and  maintain  a
competitive   position  in  the  Company's   industry.   See   "Description   of
Business-Competition."

         Certain   Conflicts  of   Interest.   Due  to  the  nature  of  certain
transactions  between  Messrs.  Gallant,  Baetz  and their  affiliates,  such as
Century,  Berwyn and  FiScrip,  and the  Company,  the terms  under  which these
agreements were negotiated may not be deemed to have been negotiated on an arm's
length basis. The nature of these  relationships  may be deemed to be a conflict
of interest between Messrs.  Gallant, Baetz and their affiliates on the one hand
and the  Company on the other  hand.  See "Item 12 - Certain  Relationships  and
Related Transactions."

         Dependence on  Subcontractors  for Marketing.  The Company's success in
marketing its services and in the recent growth of its business and revenues has
been dependent upon various companies in the financial services  business,  some
of which  are  affiliated  with  Messrs.  Baetz  and  Gallant.  In  addition  to
affiliates of Messrs. Baetz and Gallant,  BestBank has been a significant source
of expansion  of the volume of business of the Company.  Although the receipt of
business from these companies has significantly  expanded the Company's business
and revenues and reduced the  Company's  investment  in  marketing,  it may also
subject  the Company to certain  risks  associated  with  reliance on others for
marketing,  such as loss of business for reasons  other than the cost or quality
of the Company's services. See "Description of Business-Sales and Marketing."


<PAGE>

         Need for  Liability  Insurance.  The  Company's  products  and services
subject the Company to potential  exposure from customer  claims in the event of
financial  loss  resulting  from the  operation of the Company's  business.  The
Company  maintains  insurance  coverage from St. Paul Fire and Marine  Insurance
Company in the amount of $1,000,000 per  occurrence  and a $2,000,000  aggregate
limit. Any product liability claim against the Company seeking damages in excess
of the amount of the Company's  insurance  coverage then in place, if any, could
expose the Company to damages or legal expenses  which could be significant  and
which could have a material adverse effect on the Company.  The inability of the
Company to retain this insurance  coverage or obtain adequate product  liability
insurance  coverage in the future or the entry of a judgment against the Company
in excess of  available  insurance  coverage  could force the Company  either to
reduce operations or cease business activities altogether.
See "Description of Business."

         Dependence on Key  Personnel.  The Company is dependent upon the skills
of its management team and the relationships of key executive  personnel.  There
is strong competition for qualified personnel in the financial services industry
and an inability to continue to attract, retain and motivate key personnel could
adversely  affect the  Company's  intended  business.  The Company does not have
employment  agreements  with its key personnel.  There can be no assurances that
the Company  will be able to retain its  existing  key  personnel  or to attract
additional  qualified  personnel.  The  Company  does  not have any key man life
insurance on any members of senior management, but will consider purchasing such
insurance  when such  insurance  is deemed  affordable.  See "Item 9  Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of  the  Exchange  Act"  and  "Item  12  -  Certain  Relationships  and  Related
Transactions."

         Control   by   Principal   Stockholders.    The   Company's   principal
stockholders,  directors  and  executive  officers  of  the  Company  and  their
affiliates  control the voting  power of  approximately  85% of the  outstanding
Common Stock. As a result of such Common Stock  ownership,  such persons will be
in a position to exercise significant control with respect to the affairs of the
Company  and the  election of  directors.  See "Item 11  Security  Ownership  of
Certain Beneficial Owners and Management."

         No  Independent  Directors.  The Board of  Directors  consists  of five
directors,  none of whom is independent.  Although all directors are required to
act in the best  interests of the Company and its  stockholders,  directors  not
employed  by the Company may be able to more  independently  assess  certain key
areas,  such as  compensation  of  management  as it relates to  operations  and
progress of the Company,  and reviewing  accounting issues,  including the scope
and  adequacy of  internal  control  procedures,  and  recommending  independent
auditors  to serve the  Company.  The  Company  has no  compensation  committee.
Independent  directors also aid in avoiding  conflicts of interest that exist by
virtue of  affiliation  with the Company.  Management  has undertaken to appoint
independent  directors  to the Board at such time as  qualified  candidates  are
available. There can be no assurance that such candidates will be available. See
"Item  9  -  Directors,  Executive  Officers,  Promoters  and  Control  Persons;
Compliance with Section 16(a) of the Exchange Act."

Securities Risks

         Limited  Public Market for Common  Stock.  There is currently a limited
public market for the Company's  Common Stock.  Holders of the Company's  Common
Stock may,  therefore,  have difficulty selling their Common Stock,  should they
decide to do so. In addition,  there can be no assurances that such markets will
continue or that any shares of Common Stock which may be  purchased  may be sold
without incurring a loss. Further,  the market price for the Common Stock may be
volatile  depending  on a number of  factors,  including  business  performance,
industry dynamics, news announcements or changes in general economic conditions.
See "Item 5 - Market for Common Equity and Related Shareholder Matters."

         Disclosure Relating to Low-Priced Stocks. The Company's Common Stock is
currently  listed  for  trading  in the  over-the-counter  market  on  the  NASD
Electronic  Bulletin  Board or in the "pink  sheets"  maintained by the National
Quotation  Bureau,  Inc.,  which are generally  considered to be less  efficient
markets than markets such as NASDAQ or other national  exchanges,  and which may
cause  difficulty in conducting  trades and in obtaining future  financing.  The
Company's  securities are subject to the "penny stock rules" adopted pursuant to
Section 15 (g) of the Exchange  Act.  The penny stock rules apply to  non-NASDAQ
companies  whose  common stock trades at less than $5.00 per share or which have
tangible net worth of less than  $5,000,000  ($2,000,000 if the company has been
operating for three or more years). Such rules require, among other things, that
brokers who trade "penny  stock" to persons other than  "established  customers"
complete  certain  documentation,  make  suitability  inquiries of investors and
provide investors with certain  information  concerning trading in the security,
including  a risk  disclosure  document  and  quote  information  under  certain
circumstances.  Many brokers have decided not to trade "penny stock"  because of
the  requirements  of the penny  stock  rules  and,  as a result,  the number of
broker-dealers  willing to act as market  makers in such  securities is limited.
See "Item 5 - Market for Common Equity and Related Shareholder Matters."

<PAGE>

     Lack of Dividends on Common Stock. The Company has paid no dividends on its
Common  Stock as of the date of this  Report  and there are no plans for  paying
dividends on the Common Stock in the foreseeable  future. The Company intends to
retain  earnings,  if any, to provide  funds for the  expansion of the Company's
business.  See  "Item 5 - Market  for  Common  Equity  and  Related  Shareholder
Matters."

          Future  Issuances of Preferred  Stock.  The Company's  Certificate  of
Incorporation  authorizes the issuance of preferred stock with such designation,
rights, preferences and privileges as may be determined from time to time by the
Board of Directors,  without stockholder  approval.  In the event of issuance of
preferred stock, such issuance could be utilized,  under certain  circumstances,
as a method of  discouraging,  delaying or preventing a change in control of the
Company.  Although  the Company has no present  intention to issue any shares of
its preferred stock,  there can be no assurances that the Company will not do so
in the future.  See "Item 5 - Market for Common  Equity and Related  Shareholder
Matters."

         Shares Eligible for Future Sale; Issuance of Additional Shares.  Future
sales of  shares of  Common  Stock by the  Company  and its  stockholders  could
adversely  affect the  prevailing  market price of the Common  Stock.  There are
currently  1,247,000 shares of Common Stock which are free trading shares or are
eligible  to have  the  restrictive  legend  removed  pursuant  to  Rule  144(k)
promulgated  under the Securities  Act.  Sales of substantial  amounts of Common
Stock in the public market,  or the perception that such sales may occur,  could
have a material adverse effect on the market price of the Common Stock. Pursuant
to its  Certificates  of  Incorporation,  the Company has the authority to issue
additional  shares of Common Stock.  The issuance of such shares could result in
the dilution of the voting power of the currently issued and outstanding  Common
Stock. See "Item 5 - Market for Common Equity and Related Shareholder Matters."

         Potential  Anti-Takeover  Effect of  Certain  Charter  Provisions.  The
Company's  Certificate of Incorporation  includes  certain  provisions which are
intended to protect the Company's  stockholders  by rendering it more  difficult
for a person or persons to obtain control of the Company without  cooperation of
the Company's management.  The Company is subject to the General Corporation Law
of the State of Delaware, including Section 203, an anti-takeover law enacted in
1988.  In general,  the law  restricts  the ability of a publicly  held Delaware
corporation from engaging in certain "business combinations" with an "interested
stockholder"  for a period of three years after the date of the  transaction  in
which the person became an interested  stockholder.  Such  provisions  are often
referred to as "anti-takeover" provisions. The "anti-takeover" provisions in the
Certificate  of  Incorporation  may delay,  deter or  prevent a takeover  of the
Company  which the  stockholders  may  consider  to be in their best  interests,
thereby  possibly  depriving  holders  of the  Company's  Securities  of certain
opportunities  to sell or otherwise  dispose of their securities at above-market
prices,  or limit the ability of stockholders to remove  incumbent  directors as
readily as the  stockholders  may  consider to be in their best  interests.  See
"Item 5 - Market for Common Equity and Related Shareholder Matters."

<PAGE>


         Limitations  on  Director  Liability.   The  Company's  Certificate  of
Incorporation  provides, as permitted by governing Delaware law, that a director
of the Company shall not be personally liable to the Company or its stockholders
for monetary  damages for breach of fiduciary  duty as a director,  with certain
exceptions.  These  provisions  may discourage  stockholders  from bringing suit
against a director for breach of fiduciary duty and may reduce the likelihood of
derivative litigation brought by stockholders on behalf of the Company against a
director.  See "Item 10 - Executive  Compensation - Indemnification  of Officers
and Directors."

Item 2.  Description of Properties.

         The Company  maintains  offices at 2701 West  Oakland  Boulevard,  Fort
Lauderdale,  Florida  33311,  where the Company  utilizes  2,886  square feet of
office space at an annual cost of $45,881,  including sales and use taxes.  This
office  space is leased from  Century  which may be deemed to be an affiliate of
Messrs. Baetz and Gallant,  who are directors and principal  stockholders of the
Company, for a period of 12 months or until November 30, 1998. Management of the
Company  believes  that the  terms of this  lease are at least as good as may be
obtained from an unaffiliated third party. See "Item 12 - Certain  Relationships
and Related Transactions."

         The Company  leases  52,248 square feet of office space located at 1157
North 5th, Abilene, Texas 79601, from SSI, formerly an affiliate of the Company,
now unaffiliated  with the Company,  at an aggregate  monthly rental of $33,477.
Most of this  leased  office  space is leased  for a period of two  years,  from
August 1, 1997 to July 31,  1999.  A small  portion of this office space is only
leased  for one year,  with the lease on that  portion  terminating  on July 31,
1998.  All portions of the leased space are  automatically  renewable for a like
period of time, if notification of termination is not made by SSI to the Company
or vice versa, within 180 days prior to the expiration of the term of the lease.
The  lease  is  subject  to  adjustment  at the time of  renewal  if there is an
increase in the  Consumer  Price  Index for the year prior to the renewal  date.
Furthermore,  SSI has granted to the  Company a right of first  refusal to lease
any additional office space that may become available at that address. See "Item
12 - Certain Relationships and Related Transactions."

Item 3.  Legal Proceedings.

         To the knowledge of management, there is no material litigation pending
or threatened against the Company or any of its executive officers or directors.


<PAGE>


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

         During the year ended December 31, 1997, the Company's stockholders did
not adopt any resolutions at a meeting or by written consent.

         PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

Common Stock

         As of March 27,  1998,  the  authorized  capital  stock of the  Company
consisted of 50,000,000  shares of common stock, par value $0.001 per share (the
"Common Stock") and 5,000,000  shares of preferred  stock,  par value $0.001 per
share (the  "Preferred  Stock").  As of March 27,  1998,  there were  issued and
outstanding  12,500,000  shares of Common Stock and no shares of Preferred Stock
have  been   issued.   See  "Item  12  -  Certain   Relationships   and  Related
Transactions."

         The   Company's   Common   Stock  is   listed   for   trading   on  the
Over-The-Counter  Bulletin Board ("OTCB") maintained by the National Association
of Securities  Dealers under the symbol "CLCK." The Company's Common Stock has a
very limited trading history and has only been quoted on the OTCB since July 28,
1997.

         The following table sets forth  quotations for the bid and asked prices
for the  Company's  Common  Stock for the periods  indicated  below,  based upon
quotations between dealers, without adjustments for retail mark-ups,  mark-downs
or commissions, and therefore may not represent actual transactions:

<TABLE>
<CAPTION>

                                                              Bid Prices                Asked Price
                                                         High           Low          High           Low
                                                         ----           ----         ----           ----
Year Ending December 31, 1997

<S>                                                      <C>            <C>          <C>            <C>
3rd Quarter                                              3.50           3.25         5.25           5.00
4th Quarter                                              1.375          1.00         1.50           1.25

</TABLE>


         The bid and asked sales prices of the Company's Common Stock, as traded
in the  over-the-counter  market,  on March 27,  1998,  were  $1.375 and $1.625,
respectively.  These prices are based upon quotations  between dealers,  without
adjustments for retail  mark-ups,  mark-downs or commissions,  and therefore may
not represent actual transactions.

         No dividend has been declared or paid by the Company  since  inception.
The Company does not  anticipate  that any dividends will be declared or paid in
the future.

         The transfer  agent for the Company is Interwest  Stock  Transfer  Co.,
Inc., 1981 East 4800 South, Salt Lake City, Utah 84117.

Certain Business Combination and Other Provision of Certificate of Incorporation

         As a Delaware  corporation,  the  Company is  currently  subject to the
anti-takeover  provisions of Section 203 of the Delaware General Corporation Law
("Section 203"). Section 203 provides, with certain exceptions,  that a Delaware
corporation may not engage in any of a broad range of business combinations with
a person or an  affiliate,  or associate of such person,  who is an  "interested
stockholder"  for a period  of three (3)  years  from the date that such  person
became an interested  stockholder  unless:  (i) the  transaction  resulting in a
person  becoming an  interested  stockholder,  or the business  combination,  is
approved by the Board of Directors of the corporation  before the person becomes
an interested stockholder;  (ii) the interested stockholder acquired eighty five
percent (85%) or more of the outstanding  voting stock of the corporation in the
same  transaction  that makes such person an interested  stockholder  (excluding
shares owned by persons who are both officers and directors of the  corporation,
and shares held by certain employee stock ownership plans); or (iii) on or after
the date the person becomes an interested stockholder,  the business combination
is approved by the  corporation's  board of  directors  and by the holders of at
least  sixty-six  and  two-thirds   percent   (66-2/3%)  of  the   corporation's
outstanding voting stock at an annual or special meeting, excluding shares owned
by the interested stockholder. Under Section 203, an "interested stockholder" is
defined as any person who is: (i) the owner of fifteen  percent (15%) or more of
the  outstanding  voting  stock  of the  corporation  or  (ii) an  affiliate  or
associate of the  corporation  and who was the owner of fifteen percent (15%) or
more of the  outstanding  voting stock of the corporation at any time within the
three (3) year period  immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder.


<PAGE>

         A corporation  may, at its option,  exclude itself from the coverage of
Section 203 by amending its certificate of  incorporation or bylaws by action of
its  stockholders  to exempt itself from  coverage,  provided that such bylaw or
certificate of  incorporation  amendment shall not become effective until twelve
(12) months  after the date it is adopted.  The Company has not adopted  such an
amendment to its Certificate of Incorporation or Bylaws.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

         This  Report,   including  the  disclosures  below,   contains  certain
forward-looking  statements that involve  substantial  risks and  uncertainties.
When used herein, the terms "anticipates,"  "expects,"  "estimates,"  "believes"
and similar  expressions,  as they relate to the Company or its management,  are
intended to identify  such  forward-looking  statements.  The  Company's  actual
results,  performance or achievements may differ materially from those expressed
or implied  by such  forward-looking  statements.  Factors  that could  cause or
contribute to such  material  differences  include the factors  disclosed in the
"Risk  Factors"  section of this  Report,  which  readers of this Report  should
consider carefully.

         Overview of Presentation. As of September 23, 1997, the Company entered
into the Stock  Purchase  Agreement and Messrs.  Gallant and Baetz,  pursuant to
which the Company  issued an aggregate  of  10,631,250  shares of the  Company's
common  stock,  par value $0.001 per share (the "Common  Stock") in exchange for
100% of the issued and outstanding shares of common stock of FICI. In connection
with the closing of the Stock Purchase Agreement, FICI became the sole operating
subsidiary of the Company.

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

         On June 30,  1997,  a credit  card  processing  agreement  (the  "Clark
Agreement")   expired  between  the  Company  and  Clark   Refining,   Inc.,  an
unaffiliated  third party.  The Clark Agreement was the source of 26% and 32% of
the Company's  total revenues  during the six months ended June 30, 1997 and the
year ended December 31, 1996, respectively.

         As of October 25, 1997, the Company  entered into the Master  Agreement
with BestBank.  The credit card portfolios  represented by the Master  Agreement
principally  relate to certain  portfolios  controlled  and  directed by Messrs.
Baetz and Gallant,  through their business relationships with BestBank, which is
not an affiliate  of Messrs.  Baetz and Gallant.  The Master  Agreement  was the
source of 70% of the  Company's  gross  revenues  during the three  months ended
December 31, 1997.

         The  Company's  consolidated  balance  sheet,  as of December 31, 1997,
which forms a part of the Company's  consolidated  financial  statements for the
years ended December 31, 1997 and 1996,  included elsewhere herein, was restated
on a purchase  accounting basis at May 1, 1997 in connection with the completion
of these  transactions.  As a result,  the Company's assets and liabilities have
been restated as of May 1, 1997 on the Company's  consolidated  balance sheet at
$2,174,670  based on their fair  market  value as of such date.  The  difference
between the fair market value of such assets and the  $1,600,000  purchase price
paid by Messrs.  Baetz and Gallant for the FICI Common Stock,  or $973,924,  was
recorded on the  Company's  consolidated  balance sheet as goodwill as of May 1,
1997.  The goodwill is  anticipated  to be amortized over 20 years in accordance
with generally accepted accounting  principles,  with a resulting expense to the
Company from goodwill amortization of $4,058 per month and $48,696 per year over
such period.

<PAGE>


         Further,  the Company's  consolidated  income  statements for the years
ended  December  31,  1997  and  1996,  which  form  a  part  of  the  Company's
consolidated  financial  statements  for such  years,  reflect  the  results  of
operations of the parent  holding  company for the year ended  December 31, 1996
and the four  months  ended  April  30,  1997 and the  consolidated  results  of
operations  of the parent  holding  company and FICI for the eight  months ended
December 31, 1997.  The Company has also  included in this Report the  financial
statements  of FICI for the year ended  December  31,  1996 and the four  months
ended April 30, 1997.

         For purposes of the following  discussion and analysis,  the results of
operations  for the  years  ended  December  31,  1997 and  December  31,  1996,
presented herein,  reflect the consolidated  results of operations of the parent
holding  company and FICI for the eight months  ended  December 31, 1997 and the
results of  operations  of FICI for the four months ended April 30, 1997 and the
year ended December 31, 1996. This method of  presentation  was set forth herein
to permit useful  comparison  between the aggregated  twelve month periods ended
December 31, 1997 and December 31, 1996 with respect to FICI, the Company's sole
operating  subsidiary.  Comparisons  between the consolidated  operations of the
parent  holding  company and FICI for the eight month period ended  December 31,
1997 and the  operations of the parent  holding  company  during the four months
ended April 30, 1997 and the twelve month period ended December 31, 1996 are not
meaningful  because  the parent  holding  company had  insignificant  operations
during such earlier periods.

         Results  of  Operations  for the  Years  Ended  December  31,  1997 and
December 31, 1996. Total operating revenues for the year ended December 31, 1997
increased  approximately  11% to $4,508,363  from  $4,065,782 for the year ended
December 31, 1996. Total operating revenues principally include: (i) credit card
processing revenues, and (ii) banking and financial services revenues.

         Credit card processing revenues during the year ended December 31, 1997
increased to $2,495,762 from $1,955,911 during the year ended December 31, 1996.
This  increase  primarily  relates to the  revenues  associated  with the Master
Agreement  during  the  fourth  quarter of the year  ended  December  31,  1997.
Moreover,  the Clark  Agreement  had  expired  at the end of June,  1997 and the
Company had lost a significant source of revenues from the Clark Agreement which
was not  replaced  until  October 25, 1997 with the  commencement  of the Master
Agreement.

         Banking and financial  services revenues during the year ended December
31, 1997 increased to $929,164 from $927,747.  This source of revenues generally
remained constant during the comparative  periods because the Company maintained
its customer base and did not make significant marketing efforts to develop this
business  segment.  The  Company  intends  to expand  this line of  business  by
targeting banks and financial  institutions  based on the increased  capacity of
the Company's  equipment and hardware in connection with the upgraded lease with
IBM.

         Revenues from Pride  Refining,  Inc.  ("Pride"),  were $715,500 for the
twelve  months  ended  December  31, 1997 as compared to $804,000 for the twelve
months ended December 31, 1996. This  represented a decrease of 11% during 1997.
This revenue  decrease was due to a decision of the  management of Pride to take
their computer processing  activities in-house.  This removal of processing from
the Company to Pride is being converted in stages and should be completed by the
summer of 1999.  Due to the  expected  increase in revenues  from the  Company's
credit card operations and bank processing, the loss of the Pride revenue is not
anticipated  to have a material  adverse effect on total revenue for fiscal year
1998.  However,  no  assurance  to  this  effect  can be  given.  See  "Item 1 -
Description of Business-Credit and Debit Card Services."

<PAGE>

         Total  operating  expenses  during the year  ended  December  31,  1997
increased 26% to $4,950,018 from  $3,924,372  during the year ended December 31,
1996. Total operating  expenses  principally  include:  (i) cost of salaries and
employee benefits,  (ii) equipment  expenses,  (iii) cost of office supplies and
services,  (iv) rental and facilities  maintenance expenses and (v) depreciation
and amortization expenses, as follows:

         Cost of salaries and employee  benefits  during the year ended December
31, 1997 increased to $2,027,449 from $1,644,534  during the year ended December
31, 1996. This increase  primarily resulted from an increase of approximately 25
full time  employees  during  the year  ended  December  31,  1997 to enable the
Company to  accommodate  increased  demand for credit card  processing  services
relating to the Master Agreement.

         Equipment lease and maintenance expenses during the year ended December
31, 1997 increased to $1,422,770 from $1,328,222  during the year ended December
31, 1996.  This increase  primarily  related to the  negotiation of an equipment
lease with IBM to upgrade the Company's  computer hardware and the lease of Data
Card 9000 credit card production  equipment  during the last quarter of the year
ended December 31, 1997.

         Cost of  office  supplies  and  services,  including  professional  and
outside services,  during the year ended December 31, 1997 increased to $634,511
from $531,482 during the year ended December 31, 1996. This increase  related to
the  expanded  volume of  services  provided  by the  Company as a result of the
Master Agreement.

         Rental  and  facilities  maintenance  expenses  during  the year  ended
December 31, 1997  increased  to $288,243  from  $139,443  during the year ended
December 31, 1996.  This  increase  related to the  negotiation  of a new office
lease agreement in August,  1997 which increased the Company's office space from
22,000  square  feet to  52,000  square  feet.  See  "Item 2 -  "Description  of
Properties."

         In addition,  depreciation  and  amortization  expenses during the year
ended  December 31, 1997  increased to $237,704  from  $111,826  during the year
ended  December  31,  1996.  The  increase  related  to the  revaluation  of the
Company's  assets to fair  market  value on May 1, 1997 in  connection  with the
completion of the transactions relating to the Stock Purchase Agreement.

         Other  revenues  and  expenses  resulted  in total  other  expenses  of
$219,727  during the year ended  December  31,  1997 as  compared to total other
revenues of $67,967  during the year ended  December 31, 1996.  This increase in
expenses  between the respective  years resulted  primarily  from: (i) decreased
revenues of $31,908 in 1997 relating to pass through equipment sales as compared
to $86,776 in 1996 relating to the settlement of a contract dispute, a sales tax
adjustment and pass through equipment sales; (ii) increased  interest expense of
$63,282  in 1997  relating  to the  Line  of  Credit  provided  by  Century  and
borrowings  from Peoples  State Bank as compared to $15,684 in 1996  relating to
borrowings  from Peoples  State Bank;  and (iii)  acquisition  costs of $186,921
relating to the Stock Purchase Agreement in 1997 as compared to none in 1996.

         As a result of the  foregoing,  the Company  experienced  a net loss of
$507,720  during the year ended  December 31, 1997, as compared to net income of
$145,317 during the year ended December 31, 1996. The Company experienced losses
from  operations of $441,655 during the year ended December 31, 1997 as compared
to income from  operations of $141,410  during the year ended December 31, 1996.
Management  believes  that this  decrease  in income from  operations  primarily
resulted  from the loss of the  Clark  revenue  at June 30,  1997 and  increased
expense  from  the  conversion  of  the  BestBank   credit  card  portfolio  and
acquisition  costs.  Although  the Company  believes  that some of the  expenses
related to the acquisition costs may not be recurring expenses,  there can be no
assurances that comparable  amounts of expenses may not arise in connection with
the  development of the Company's  proposed  business plan,  particularly as may
relate to any financings,  acquisitions or development which may occur. However,
the  Company's  proposed  business plan  contemplates  the growth of revenues in
connection with the Company's expansion strategy. There can be no assurance that
the Company's  expansion  strategy will result in continued growth of demand for
the Company's  services or increased  revenues or profitability.  See "Liquidity
and Capital Resources."

<PAGE>

         The Company had net operating  loss  carryforwards,  as of December 31,
1997 and 1996, totaling approximately $359,438 and $30,005 for federal and state
income tax purposes,  respectively.  Utilization  of the Company's net operating
loss may be subject to limitation under certain circumstances.

         Liquidity  and Capital  Resources.  At December 31, 1997,  the ratio of
current  assets to current  liabilities  was 0.82 to 1 compared  to 1.66 to 1 at
December 31, 1996.

         The Company has historically financed its operations through the use of
working capital and loans to the Company.  The Company's cash flow needs for the
year ended December 31, 1997 were primarily  provided from operations and from a
$2,000,000  working  line of credit  (the  "Line of  Credit")  provided  through
Century  Financial Group,  Inc., an affiliate of Messrs.  Baetz and Gallant.  At
December 31, 1997, all trade  payables and  receivables  were current,  with the
exception of one trade receivable in the amount of $7,943 which was 60 days past
due. At  December  31,  1997,  a $20,000  unallocated  reserve for bad debts was
carried by the Company.  Prepaid  expenses and inventories were $349,160 and are
anticipated to be expensed as used in the future. The net property and equipment
was $514,684 at December 31, 1997. Major capital additions during the year ended
December 31, 1997 were leasehold  improvements  and  furnishings of $144,000 and
personal computer system and network upgrades of $119,000.  Management  believes
that, as of December 31, 1997, and for the foreseeable  future, the Company will
be able to finance costs of current  levels of operations  from revenues and the
Line of Credit.

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

         As of October 31, 1997, the Company had drawn down the principal amount
of $1,400,000 on the Line of Credit.  The Line of Credit constituted a principal
source of cash flow  during  the  period  between  the  expiration  of the Clark
Agreement and the  commencement of the Master  Agreement.  As of March 27, 1998,
the principal  outstanding  obligation on the Line of Credit had been reduced to
$900,000 from cash flow generated from the Company's operations.

         Cash and cash  equivalents  were $17,861 as of December  31,  1997,  as
compared to a $31,557  over draft as of December  31,  1996.  This  increase was
primarily  attributable  to the  availability  of the Century  provided  Line of
Credit and positive cash flow during December, 1997.

         As of  December  31,  1997  and  1996,  the  Company  had no  long-term
borrowings.

         As of December 31, 1997, the Company had  short-term  borrowings in the
aggregate  amount of  $1,300,000,  as compared to $131,420 at December 31, 1996.
The increase in short-term  borrowings was attributable to the  establishment of
the Line of Credit in September, 1997.

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

         The certificates of deposit and letter of credit are for one-year terms
and are  automatically  renewable for an additional  year. The  certificates  of
deposit bear varying rates of interest based on the date of the establishment of
the  certificates of deposit and the Company pays Bank One an annual fee of 1.5%
of the principal amount of the letter of credit.

<PAGE>

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

Recently Issued Accounting Pronouncements.

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

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

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

Item 7.  Financial Statements.

         The financial statements required by this Item 7 are included elsewhere
in this Report and incorporated herein by this reference.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.

     By letter dated December 4, 1997, the Company terminated David T. Thompson,
P.C. as independent certified accountants for the Company.

<PAGE>

         The Company's former independent  certified  accountants' annual report
covering  the fiscal  year ended  December  31,  1996 did not include an adverse
opinion or disclaimer of opinion, and was not modified as to uncertainty,  audit
scope or accounting principles. In connection with the audits of the most recent
fiscal  year  and  during  any  subsequent   interim   periods   preceding  such
termination,  there has not  developed  any  disagreement  between  such  former
independent  certified  accountants  and  management  of the  Company  or  other
reportable  events  which  have  not  been  resolved  to  the  Company's  former
independent certified  accountants'  satisfaction.  David T. Thompson,  P.C. had
been the Company's independent certified accountants since February, 1993.

         As of December 4, 1997, the Company  engaged Davis,  Kinard & Co., P.C.
as the Company's independent auditors to replace David T. Thompson,  P.C., whose
report with respect to the Company's  financial  statements for the fiscal years
ended December 31, 1996, has been included in this Report.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

         The directors of the Company currently have terms which will end at the
next annual meeting of the stockholders of the Company or until their successors
are elected and qualify,  subject to their prior death,  resignation or removal.
There is no familial  relationship among any of the officers or directors of the
Company. The following reflects certain biographical  information on the current
directors and executive officers of the Company:

Name                                        Position                       Age

Glenn M. Gallant                    Secretary, Chairman of the
                                  Board of Directors and Director          43

Douglas R. Baetz                            Director                       47

Kenneth A. Klotz                     President and Director                52

Charles LaMontagne                 Chief Financial Officer
                                            and Director                   44

Olan Beard                          Vice President and Director            43

               Glenn M.  Gallant  has served as the  Company's  Chairman  of the
               Board of Director and Secretary  since  September  23, 1997.  Mr.
               Gallant is a financier  with years of experience  in  development
               and  management  in a wide  range of  industries.  Together  with
               Douglas R. Baetz,  Mr. Gallant owns and supervises the management
               of New  SeaEscape  Cruises,  Inc., a cruise line  operating  from
               South  Florida,  and  Network  Holdings  International,  Inc.,  a
               publicly-traded  sales  organization  that markets various travel
               products.  In  addition,  Mr.  Gallant  owns and  supervises  the
               operations for Berwyn,  a credit card service company and Century
               a credit card issuing company.  There have been and will continue
               to be significant  business  transactions between the Company and
               affiliates of Mr. Gallant.  See "Item 12 - Certain  Relationships
               and Related Transactions."


               Douglas R. Baetz has served as a director  of the  Company  since
               September  23,  1997.  Mr.  Baetz is a  financier  with  years of
               experience  in  development  and  management  in a wide  range of
               industries.  Together  with  Glenn  Gallant,  Mr.  Baetz owns and
               supervises  the  management  of New  SeaEscape  Cruises,  Inc., a
               cruise line  operation  from South  Florida and Network  Holdings
               International,  Inc., a publicly-traded  sales  organization that
               markets  travel  products.  In  addition,   Mr.  Baetz  owns  and
               supervises  the  operations  for Berwyn,  a credit  card  service
               company  and Century a credit card  issuing  company.  There have
               been and will continue to be  significant  business  transactions
               between the Company and  affiliates of Mr. Baetz.  See "Item 12 -
               Certain Relationships and Related Transactions."


<PAGE>

               Kenneth  A.  Klotz  joined  FICI in 1994 as  President  and Chief
               Executive  Officer.  Mr. Klotz  became a member of the  Company's
               Board of Directors  on  September  23, 1997 and has served as the
               Company's  President and Chief Executive Officer since that date.
               Mr. Klotz has worked  extensively in the computer data processing
               industry  for  over  thirty  years,  generally  focusing  on  the
               management  of  information   systems  using  mainframe  computer
               equipment.  Mr. Klotz has served in key  executive  roles for the
               last fourteen years.

               Charles  LaMontagne  joined FICI in 1994 as Senior Vice President
               of Banking Services and Chief Financial  Officer.  Mr. LaMontagne
               became a member of the Company's  Board of Directors on September
               23, 1997 and has served as the Company's Senior Vice President of
               Banking  Services  since  that  date.  On  March  10,  1998,  Mr.
               LaMontagne was appointed Chief Financial  Officer of the Company.
               Prior to  joining  FICI,  Mr.  LaMontagne  worked in a variety of
               Texas  banks and  refining  companies  for over  nineteen  years,
               generally focusing on controller responsibilities. Mr. LaMontagne
               has extensive  experience in a wide array of issues pertaining to
               financial control and budgeting.

               Olan Beard joined FICI in 1994 as Senior Vice President of Credit
               Card Services and Chief  Operations  Officer.  Mr. Beard became a
               member of the Company's Board of Directors on September 23, 1997,
               and has served as the Company's  Senior Vice  President and Chief
               Operations  Officer since that date.  Prior to joining FICI,  Mr.
               Beard  worked in a variety of Texas banks for over twenty  years,
               gradually  ascending  the line of  command,  and  serving  in key
               executive  positions  for the past sixteen  years.  Mr. Beard has
               extensive  experience in operations  generally and in credit card
               operations particularly.

               Compliance  with  Section 16 of the  Securities  Exchange  Act of
               1934.  Section 16(a) of the Securities  Exchange Act of 1934 (the
               "Exchange  Act")  requires the Company's  directors and executive
               officers and beneficial holders of more than 10% of the Company's
               Common  Stock to file  with the  Commission  initial  reports  of
               ownership  and  reports of changes in  ownership  and  reports of
               changes in  ownership of such equity  securities  of the Company.
               The first time that such reports  first were required to be filed
               was March 2, 1998,  when the Company first became  subject to the
               reporting  requirements  of the  Exchange  Act. As of the date of
               this Report,  the Company  believes that all reports needed to be
               filed have been filed in a timely manner.

Limitation on Directors' Liabilities.

         Pursuant  to the  Company's  Certificate  of  Incorporation  and  under
Delaware  law,  directors  of the  Company  are not liable to the Company or its
stockholders  for  monetary  damages for breach of  fiduciary  duty,  except for
liability in connection with a breach of duty of loyalty,  for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, for dividend payments or stock repurchases illegal under Delaware law or
any transaction in which a director has derived an improper personal benefit.

Item 10.  Executive Compensation.

         The Company does not have any written compensation  agreements with any
of its executive officers.

         Summary  Compensation  Table.  The  following  table sets forth certain
information  concerning  compensation  of  certain  of the  Company's  executive
officers  (the "Named  Executives"),  including the  Company's  Chief  Executive
Officer and all executive  officers whose total annual salary and bonus exceeded
$100,000, for the years ended December, 1997 and 1996:

<TABLE>
<CAPTION>

                                                                              Long Term Compensation
                                        Annual Compensation                  Awards             Payouts
(a)                         (b)      (c)          (d)      (e)       (f)      (g)       (h)       (I)
Name and                                                            Other   Restricted  LTIP    All Other
Principal                          Salary        Bonus   Compen-    Awards  Options/   Payouts  Compen-
Position                   Year      ($)          ($)    sation      ($)    SARs (#)    ($)     sation ($)
----------------------------------------------------------------------------------------------------------
<S>                        <C>      <C>           <C>      <C>     <C>         <C>       <C>       <C>
Kenneth A. Klotz (1)       1997     86,000        -0-      -0-      2,400      --        --        --
                           1996     86,000        -0-      -0-      2,400      --        --        --
Lynn Dixon(2)              1997      -0-          -0-      -0-      -0-        --        --        --
                           1996      -0-          -0-      -0-      -0-        --        --        --



(1)      Mr. Klotz was appointed as the  Company's  Chief  Executive  Officer on
         September 23, 1997. Mr. Klotz's combined  annualized base  compensation
         during the fiscal year ended  December 31, 1997 was $86,000.  Mr. Klotz
         does not have a written employment agreement with the Company or FICI.

(2)      Mr. Lynn Dixon served as Chief Executive Officer without compensation.


</TABLE>

<PAGE>

         Stock Option Plan

         As of March 25, 1998, the Company's Board of Directors  approved a 1998
Stock  Option Plan (the "Stock  Option  Plan"),  which was  approved by Board of
Directors  on March  25,  1998 and will be  submitted  to the  Shareholders  for
approval at the next annual meeting of shareholders anticipated to take place in
the first half of 1998.  The Company has  reserved for  issuance  thereunder  an
aggregate of 500,000 shares of Common Stock.  The Stock Option Plan provides for
the grant to  employees  of the Company of incentive  stock  options  within the
meaning  of  Section  422 of the  Code,  and  for the  grant  to  employees  and
consultants  of  nonstatutory  stock  options.  The Stock Option Plan limits the
number of shares that can be granted to any one individual in any fiscal year to
125,000 shares.  A description of the Stock Option Plan is set forth below.  The
description is intended to be a summary of the material  provisions of the Stock
Option Plan and does not purport to be complete.

         General.  The general  purposes of the Stock Option Plan are to attract
and  retain  the  best   available   personnel  for  positions  of   substantial
responsibility,  to provide additional incentive to employees and consultants of
the Company and to promote the success of the Company's business. It is intended
that these  purposes  will be effected  through the  granting of stock  options,
which may be either  "incentive  stock options" as defined in Section 422 of the
Code, or nonstatutory stock options.

         The Stock  Option  Plan  provides  that  options  may be granted to the
employees  (including  officers and directors who are employees) and consultants
of the Company,  or of any parent or subsidiary of the Company.  Incentive stock
options may be granted only to employees. An employee or consultant who has been
granted an option may, if otherwise eligible, be granted additional options. The
Company has not granted any options to purchase shares of Common Stock under the
Stock Option Plan.

         Administration of and Eligibility Under Restated Stock Option Plan. The
Stock Option Plan, as adopted,  provides for the issuance of options to purchase
shares  of  Common  Stock  to  officers,   directors,   employees,   independent
contractors and consultants of the Company and its  subsidiaries as an incentive
to remain  in the  employ  of or to  provide  services  to the  Company  and its
subsidiaries.  The Stock Option Plan  authorizes the issuance of incentive stock
options ("ISOs"),  non-qualified  stock options ("NSOs") and stock  appreciation
rights ("SARs") to be granted by a committee (the "Committee") to be established
by the Board of  Directors  to  administer  the Stock  Option  Plan,  which will
consist of at least two (2) outside directors of the Company.

         Subject  to the terms and  conditions  of the Stock  Option  Plan,  the
Committee  will  have  the  sole   authority  to  determine:   (a)  the  persons
("optionees")  to whom options to purchase  shares of Common Stock and SARs will
be  granted,  (b) the  number of  options  and SARs to be  granted  to each such
optionee,  (c) the  price to be paid for each  share of  Common  Stock  upon the
exercise of each option, (d) the period within which each option and SAR will be
exercised and any extensions  thereof,  and (e) the terms and conditions of each
such stock option  agreement and SAR agreement which may be entered into between
the Company and any such optionee.

<PAGE>

         All   officers,   directors  and  employees  of  the  Company  and  its
subsidiaries  and certain  consultants and other persons  providing  significant
services to the Company and its subsidiaries  will be eligible to receive grants
of options and SARs under the Stock Option Plan. However,  only employees of the
Company and its subsidiaries are eligible to be granted ISOs.

         Stock Option  Agreements.  All options  granted  under the Stock Option
Plan will be  evidenced  by an option  agreement  or SAR  agreement  between the
Company  and the  optionee  receiving  such  option or SAR.  Provisions  of such
agreements  entered into under the Stock  Option Plan need not be identical  and
may  include  any term or  condition  which is not  inconsistent  with the Stock
Option Plan and which the Committee deems appropriate for inclusion.

         Incentive  Stock  Options.  Except  for ISOs  granted  to  stockholders
possessing more than ten percent (10%) of the total combined voting power of all
classes  of the  securities  of the  Company  or its  subsidiaries  to whom such
ownership is attributed on the date of grant ("Ten Percent  Stockholders"),  the
exercise  price of each ISO must be at least one hundred  percent  (100%) of the
fair market value of the  Company's  Common Stock as  determined  on the date of
grant. ISOs granted to Ten Percent  Stockholders must be at an exercise price of
not less than one hundred ten percent (110%) of such fair market value.

         Each ISO must be exercised,  if at all,  within ten (10) years from the
date of grant,  but,  within  five (5) years of the date of grant in the case of
ISO's  granted  to Ten  Percent  Stockholders.  An  optionee  of an ISO  may not
exercise an ISO granted under the Stock Option Plan so long as such person holds
a  previously  granted and  unexercised  ISO.  The  aggregate  fair market value
(determined at time of the grant of the ISO) of the Common Stock with respect to
which the ISOs are  exercisable  for the first time by the  optionee  during any
calendar year shall not exceed $100,000.

         As of the date of this Report, no ISO's have been granted.

         Non-Qualified  Stock  Options.  The exercise  price of each NSO will be
determined by the Committee on the date of grant. The Company hereby  undertakes
not to grant any  non-qualified  stock options under the Stock Option Plan at an
exercise  price less than eighty five percent  (85%) of the fair market value of
the Common  Stock on the date of grant of any  non-qualified  stock option under
the Stock Option Plan.  The exercise  period for each NSO will be  determined by
the  Committee  at the time such  option is  granted,  but in no event will such
exercise period exceed ten (10) years from the date of grant.

         As of the date of this Report no NSO's have been granted.

         Stock Appreciation Rights. Each SAR granted under the Stock Option Plan
will entitle the holder  thereof,  upon the exercise of the SAR, to receive from
the Company, in exchange therefor, an amount equal in value to the excess of the
fair  market  value of the Common  Stock on the date of exercise of one share of
Common  Stock over its fair market value on the date of exercise of one share of
Common  Stock over its fair market value on the date of grant (or in the case of
an SAR granted in  connection  with an option,  the excess of the fair market of
one share of Common Stock at the time of exercise over the option exercise price
per share under the option to which the SAR  relates),  multiplied by the number
of shares of Common Stock covered by the SAR or the option,  or portion thereof,
that is surrendered.

         SARs will be exercisable  only at the time or times  established by the
Committee.  If an SAR is granted in connection  with an option,  the SAR will be
exercisable  only to the  extent  and on the same  conditions  that the  related
option could be exercised.  The Committee may withdraw any SAR granted under the
Stock Option Plan at any time and may impose any conditions upon the exercise of
an SAR or adopt rules and regulations  from time to time affecting the rights of
holders of SARs.


<PAGE>

         As of the date of this Report, no SAR's have been granted.

         Termination of Option and  Transferability.  In general,  any unexpired
options and SARs granted under the Stock Option Plan will terminate:  (a) in the
event of death or disability,  pursuant to the terms of the option  agreement or
SAR agreement,  but not less than six (6) months or more than twelve (12) months
after  the  applicable  date of such  event,  (b) in the  event  of  retirement,
pursuant to the terms of the option agreement or SAR agreement, but no less that
thirty (30) days or more than three (3) months after such  retirement  date,  or
(c) in the event of termination of such person other than for death,  disability
or  retirement,  until  thirty  (30) days  after  the date of such  termination.
However, the Committee may in its sole discretion  accelerate the exercisability
of any or all options or SARs upon  termination  of  employment  or cessation of
services.  The options and SARs granted  under the Stock  Option Plan  generally
will  be   non-transferable,   except  by  will  or  the  laws  of  descent  and
distribution.

         Adjustments  Resulting  from Changes in  Capitalization.  The number of
shares of Common Stock  reserved  under the Stock Option Plan and the number and
price of shares of Common Stock covered by each outstanding  option or SAR under
the Stock Option Plan will be proportionately  adjusted by the Committee for any
increase or decrease  in the number of issued and  outstanding  shares of Common
Stock   resulting   from   any   stock   dividends,   splits,    consolidations,
recapitalizations, reorganizations or like event.

         Amendment  or  Discontinuance  of  Stock  Option  Plan.  The  Board  of
Directors has the right to amend,  suspend or terminate the Stock Option Plan at
any time. Unless sooner  terminated by the Board of Directors,  the Stock Option
Plan will  terminate  on December 31, 2006,  the tenth  anniversary  date of the
effectiveness of the Stock Option Plan.

         Other Options. As of the date of this Report, the Company has not
granted options to purchase any shares of the  Company's  Common Stock.

         Compensation of Directors

         The  Company  does not  currently  compensate  directors  for  services
rendered as directors.

         Indemnification of Officers and Directors

         The Company's  Certificate of  Incorporation  and Bylaws  designate the
relative  duties  and  responsibilities  of the  Company's  officers,  establish
procedures  for actions by  directors  and  stockholders  and other  items.  The
Company's  Certificate  of  Incorporation  and  Bylaws  also  contain  extensive
indemnification  provisions  which will  permit the  Company  to  indemnify  its
officers and directors to the maximum extent provided by Delaware law.

         Termination of Employment and Change of Control Agreements

         Except as set forth in employment  agreements  of certain  employees of
the Company and its  subsidiaries,  the  Company  has no  compensatory  plans or
arrangements   which  relate  to  the  resignation,   retirement  or  any  other
termination of an executive officer or key employee with the Company or a change
in  control  of the  Company  or a change  in such  executive  officer's  or key
employee's responsibilities following a change in control.

         Compensation Committee Interlocks and Insider Participation

         The Board of Directors has no standing compensation  committee or other
board committee performing equivalent functions.


<PAGE>




Item 11.  Security Ownership of Certain Beneficial Owners and Management.

         As of March 27, 1998, the Company had issued and outstanding 12,500,000
shares of Common Stock. The following table reflects,  as of March 27, 1998, the
beneficial Common Stock ownership of: (a) each director of the Company, (b) each
current named  executive  officer,  (c) each person known by the Company to be a
beneficial  owner of five  percent  (5%) or more of its Common Stock and (d) all
executive officers and directors of the Company as a group:

<TABLE>
<CAPTION>


Name and Address of Beneficial Owner                 Number of Shares(1)               Percent

<S>                                                      <C>                            <C>
Glenn M. Gallant
3020 N. W. 33rd Avenue
Fort Lauderdale, Florida 33311                            5,315,625                     42.53

Douglas R. Baetz
3020 N. W. 33rd Avenue
Fort Lauderdale, Florida 33311                            5,315,625                     42.53

Kenneth A. Klotz
1157 North 5th
Abilene, Texas 79601                                          2,000                        (2)

Charles LaMontagne
1157 North 5th
Abilene, Texas 79601                                          1,000                        (2)

Olan Beard
1157 North 5th
Abilene, Texas 79601                                             -0-                       --

All Directors and Officers as a Group                    ----------                     -----
 (5 persons)                                             10,634,250                     85.07

</TABLE>


         # Pursuant to the rules of the Commission, shares of Common Stock which
an  individual  or group has a right to acquire  within 60 days  pursuant to the
exercise of options or warrants are deemed to be outstanding  for the purpose of
computing the  percentage  ownership of such  individual  or group,  but are not
deemed to be outstanding  for the purpose of computing the percentage  ownership
of any other person shown in the table.

(1) These  numbers  give  effect to a 1 for 2 reverse  stock split which
    occurred on September 23, 1997.

(2) Represents less than 1% of the issued and outstanding shares of the Company.


<PAGE>


Item 12.  Certain Relationships and Related Transactions.

         On February 28, 1997,  the Company  determined  that its two
subsidiaries, Central  Capital Corp.  and Hudson  Resources,  Inc. has no value
and would hinder the Company's plans for  acquisition.  Therefore,  the shares
of the two subsidiaries  were sold to Lynn Dixon, the Company's  then  principal
shareholder, for $1,361.

         On September 23, 1997,  Columbia  acquired all of the FICI Common Stock
from  Messrs.  Baetz and  Gallant.  Pursuant  to the terms of the  agreement  of
acquisition  of the FICI  Common  Stock,  Messrs.  Baetz  and  Gallant  received
10,631,250 shares of Common Stock (after Columbia  effectuated a 1 for 2 reverse
stock split of its common  stock) in exchange for the FICI Common  Stock,  which
represented  approximately 85% of Columbia's then issued and outstanding  Common
Stock.

         On July 11, 1997,  the Company  entered into an agreement with Baytree,
for Baytree to act as an exclusive  agent in connection with the possible merger
or  reorganization  of the Company with the Company.  Baytree  received from the
Company  $150,000 in cash and 618,750 shares of the Company's Common Stock, as a
fee for services  rendered to the Company for arranging the  transactions  which
are the subject of the Stock Purchase Agreement.

         Messrs.  Baetz  and  Gallant,  officers,   directors  and  the  largest
shareholders  of  the  Company,   have  existing   business   relationships  and
affiliations involving entities with which the Company is doing business.  These
business entities include Century,  Berwyn and FiScrip. All transactions between
the  Company  and any of these  affiliated  entities  may be deemed to not be at
arms' length. However, management of the Company believes that in all such cases
the terms of the  agreements  between the  Company  and any of these  affiliated
entities are on terms at least equal to, if not better than, the terms available
from unaffiliated third parties.

     On July 11,  1997,  Messrs.  Baetz and  Gallant  purchased  FiScrip,  which
produces the software and firmware  that drives ATMs and a wide-array  of credit
card and debit card point-of-sale  swipe machines.  FiScrip has entered into and
agreement  with the  Company to provide  services in  connection  with a certain
agreement that FiScrip has, with an  unaffiliated  third party.  The transaction
fee  is in  addition  to  the  merchant  application  and  statement  fees.  EBT
transactions are estimated to produce a gross  transaction fee of $0.06 to $0.09
per transaction,  paid by the federal  government,  of which the Company will be
paid a per  transaction  fee of $0.02 and a fee of $3.50 per  monthly  statement
generated by the Company.  This is in addition to certain other access fees that
the customer and merchant are charged.

         The  recent  growth in volume of credit  card  processing  transactions
serviced by the Company is due to new  customers of the Company  arranged for by
Messrs.  Baetz and Gallant and their  affiliates.  Much of the anticipated short
term future growth in the business of the Company is expected to be derived from
agreements  with  BestBank and  FiScrip,  which were  similarly  arranged for by
Messrs. Baetz and Gallant or their affiliates. Messrs. Baetz and Gallant operate
businesses  in other  aspects of the credit card  industry.  No assurance can be
given that such  companies  will continue to do business with the Company in the
future or that the basis upon which they do business  with the  Company  will be
profitable to the Company. A loss of involvement in the Company by Messrs.
Baetz and Gallant could have a material adverse effect upon the Company.

         On  September  11,  1997,  the  Company  entered  into a line of credit
agreement  (the "Line of Credit")  for  aggregate  maximums of  $2,000,000  with
Century.  Century is not required to make advances under the Line of Credit. The
Line of Credit  is  secured  by all of the  assets of the  Company.  The  annual
percentage rate charged by Century to the Company is 10% per annum.  The Company
used this line of credit for cash flow  shortages  before the  October  25, 1997
conversion of the BestBank card portfolio to the Company's processing system. As
of October  31,  1997,  the  Company had drawn down on the Line of Credit to the
extent of  $1,400,000.  As of the date of this Report the line of credit balance
was  $1,000,000.  See "Item 6 - Management's  Discussion and Analysis or Plan of
Operation."

<PAGE>


         The Company  maintains  offices at 2701 West  Oakland  Boulevard,  Fort
Lauderdale,  Florida  33311,  where the Company  utilizes  2,886  square feet of
office space at an annual cost of $45,881,  including sales and use taxes.  This
office  space is leased from  Century  which may be deemed to be an affiliate of
Messrs.  Baetz and  Gallant,  for a period of 12 months or  November  30,  1998.
Management of the Company  believes that the terms of this lease are on terms at
least as good as may be obtained from an unaffiliated third party.

         The Company  leases  52,248 square feet of office space located at 1157
North 5th, Abilene, Texas 79601, from SSI, formerly an affiliate of the Company,
now unaffiliated  with the Company,  at an aggregate  monthly rental of $33,477.
Most of this  leased  office  space is leased  for a period of two  years,  from
August 1, 1997 to July 31,  1999.  A small  portion of this office space is only
leased  for one year,  with the lease on that  portion  terminating  on July 31,
1998.  All  portions of the leased space are  automatically  released for a like
period of time if  notification of termination is not made by SSI to the Company
and vice versa within 180 days prior to the expiration of the term of the lease.
The  lease  is  subject  to  adjustment  at the time of  renewal  if there is an
increase in the  Consumer  Price  Index for the year prior to the renewal  date.
Furthermore,  SSI granted to the  Company a right of first  refusal to lease any
additional office space that may become available at that address.

         As of the date of this  Report,  the  Company  continues  to provide to
Security  State  Bank,  a  former  affiliate  of the  Company,  data  processing
services.  For the year ended December 31, 1997, the services so provided by the
Company amounted to $1,179,237.

         On  February  9, 1998,  the  Company  entered  into an  agreement  with
Worldwide Corporate Finance ("Worldwide"),  an unaffiliated third party, for the
provision  of  financial  advice  and  consulting  services.  The  term  of this
agreement is for one year.  In  consideration  of the services to be provided by
Worldwide, Worldwide will be issued 300,000 shares of the Company's Common Stock
and options to acquire  400,000 shares of the Company's  Common Stock at various
exercise prices.


<PAGE>


                                     PART IV

Item 13. Exhibits and Reports on Form 8-K.

A.       Financial Statements

Independent  Auditor's Report and Consolidated balance sheet of Columbia Capital
Corp.(a  Delaware  Corporation)  as  of  December  31,  1997,  and  the  related
consolidated income statements,  changes in shareholders' equity, and cash flows
for the years ended December 31, 1997 and 1996. Independent Auditor's Report and
Balance sheets of First Independent Computers,  Inc. (a Texas corporation) as of
April 30, 1997 and December 31, 1996, and the related income statements, changes
in shareholders' equity, and cash flows for the four months and year then ended.


B.       Reports on Form 8-K

         None

C.       Other Exhibits

   16.1     Letter re Change in Certifying Accountant of David T. Thomson, P.C.
            dated December 4, 1997
   23.1     Consent of David T. Thomson, P.C., dated March 30, 1998
   23.2     Consent of Davis Kinard & Co., P.C. dated March 27, 1998
   27       Financial Data Schedule



<PAGE>


                                   SIGNATURES

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

                                                  COLUMBIA CAPITAL  CORP.



         Dated: March 30, 1998                   By:/s/ Kenneth A. Klotz
                                                    --------------------
                                                    Kenneth A. Klotz, President


                                                 By:/s/ Charles LaMontagne
                                                    ----------------------
                                                    Charles La Montagne,
                                                    Chief Financial Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated below.

                                                      COLUMBIA CAPITAL CORP.



         Dated: March 30, 1998                    By:/s/ Kenneth A. Klotz
                                                     --------------------
                                                     Kenneth A. Klotz
                                                     President and Director


         Dated: March 30, 1998                    By:/s/ Douglas R. Baetz
                                                     --------------------
                                                     Douglas R. Baetz, Director


         Dated: March 30, 1998                    By:/s/ Glenn M. Gallant
                                                     --------------------
                                                     Glenn M. Gallant
                                                     Secretary and Chairman
                                                     of the Board of Directors


         Dated: March 30, 1998                    By:/s/ Charles LaMontagne
                                                     ----------------------
                                                     Charles La Montagne
                                                     Chief Financial Officer
                                                     and Director


         Dated: March 30, 1998                    By:/s/ Olan Beard
                                                     --------------
                                                     Olan Beard
                                                     Vice President and Director

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors of
Columbia Capital Corp.

We have audited the accompanying  consolidated balance sheet of Columbia Capital
Corp.  (a  Delaware  corporation)  as of  December  31,  1997,  and the  related
consolidated income statements,  changes in shareholders' equity, and cash flows
for  the  year  then  ended.  The  consolidated  financial  statements  are  the
responsibility of management. Our responsibility is to express an opinion on the
consolidated  financial  statements based on our audit. The financial statements
of  Columbia  Capital  Corp.  as of December  31,  1996,  were  audited by other
auditors whose report dated February 24, 1997,  expressed an unqualified opinion
on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Columbia Capital
Corp. as of December 31, 1997,  and results of its operations and its cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.







                                           DAVIS, KINARD & CO., P.C.



January 21, 1998
Abilene, Texas



<PAGE>




                             COLUMBIA CAPITAL CORP.
                           Consolidated Balance Sheet
                                December 31, 1997

<TABLE>
<CAPTION>


                  Assets
<S>                                                                                                 <C>
Current assets
    Cash and cash equivalents                                                                       $    17,861
    Interest bearing deposits with banks                                                                303,578
    Accounts receivable, net                                                                            522,538
    Prepaid expenses and other assets                                                                   349,160
    Deferred tax asset                                                                                  122,209
                                                                                                     ----------
           Total current assets                                                                       1,315,346

Premises and equipment                                                                                  562,598
    Less accumulated depreciation                                                                        47,914
           Net property and equipment                                                                   514,684

Other assets
    Deferred tax asset                                                                                   52,033
    Goodwill, net of accumulated amortization of $32,466                                                941,458
                                                                                                     ----------
           Total other assets                                                                           993,491

                Total assets                                                                        $ 2,823,521
                                                                                                     ==========



    Liabilities and Shareholders' Equity

Liabilities
    Accrued expenses and other liabilities                                                          $   311,530
    Notes payable - related party                                                                     1,300,000
                                                                                                     ----------
           Total current liabilities                                                                  1,611,530

Shareholders' equity
    Common stock, $.001 par value; 50,000,000 shares
      authorized; 12,500,000 issued and outstanding                                                      12,500
    Additional paid-in capital                                                                        1,681,230
    Accumulated deficit                                                                                (481,739)
                                                                                                     ----------
           Total shareholders' equity                                                                 1,211,991

                Total liabilities and shareholders' equity                                          $ 2,823,521
                                                                                                     ==========



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

</TABLE>



<PAGE>


                             COLUMBIA CAPITAL CORP.
                         Consolidated Income Statements
                 For the Years Ended December 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                                                    1997                1996
                                                                                 ----------         -----------
<S>                                                                             <C>                <C>
Operating revenue
    Pride                                                                       $   451,600        $
    Credit card                                                                   1,856,062
    Banking                                                                         613,049
    Mail operations                                                                 172,637
    Courier                                                                          66,730
                                                                                 ----------         -----------
           Total operating revenue                                                3,160,078                 -

Operating Expenses
    Salaries and employee benefits                                                1,448,629
    Auto maintenance                                                                 18,187
    Travel and entertainment                                                         95,998
    Equipment lease                                                                 709,530
    Equipment maintenance                                                           276,348
    Facilities rent                                                                 217,867
    Facilities maintenance                                                           21,072
    Depreciation                                                                     43,404
    Amortization of goodwill                                                         32,655
    Amortization of organizational costs                                               -                    379
    Insurance                                                                        26,939
    Computer and office supplies                                                    167,912
    Postage and delivery fees                                                        25,627
    Telephone                                                                       125,313
    Professional and outside services                                               126,339               1,438
    Taxes                                                                            25,197                 176
    Other operating expenses                                                        106,780               1,365
                                                                                 ----------         -----------
           Total operating expenses                                               3,467,797               3,358
                                                                                 ----------         -----------

Loss from operations                                                               (307,719)             (3,358)

Other revenue (expenses)
    Other revenue                                                                    18,000
    Interest                                                                        (57,019)
    Costs related to acquisition                                                   (186,921)
    Net loss related to discontinued operations                                      (1,432)             (3,124)
                                                                                 ----------         -----------
           Total other revenue (expenses)                                          (227,372)             (3,124)
                                                                                 ----------         -----------

Loss before federal income tax                                                     (535,091)             (6,482)
    Deferred income tax benefit                                                    (110,723)              -
                                                                                 ----------         -----------

Net loss                                                                        $  (424,368)       $     (6,482)
                                                                                 ==========         ===========

Loss per share from operations                                                  $     (0.02)       $      (0.00)
                                                                                 ==========         ===========

Net loss per share                                                              $     (0.03)       $      (0.00)
                                                                                 ==========         ===========

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

</TABLE>



<PAGE>


                             COLUMBIA CAPITAL CORP.
           Consolidated Statements of Changes in Shareholders' Equity
                 For the Years Ended December 31, 1997 and 1996


<TABLE>
<CAPTION>
                                                                        Additional
                                                  Common Stock            Paid-In     Accumulated
                                               Shares       Amount        Capital        Deficit        Total
                                            -----------   ----------    ----------     ----------    ----------
<S>                                           <C>         <C>          <C>            <C>           <C>
BALANCES - December 31, 1996                  2,500,000   $    2,500   $    66,230    $  (50,889)   $    17,841

   Net loss                                        -            -             -           (6,482)        (6,482)
                                            -----------   ----------    ----------     ----------    ----------

BALANCES - December 31, 1997                  2,500,000        2,500        66,230       (57,371)        11,359
                                            -----------   ----------    ----------     ---------     ----------

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

BALANCES - December 31, 1997                 12,500,000   $   12,500   $ 1,681,230    $ (481,739)   $ 1,211,991
                                            ===========    =========    ==========     =========     ==========



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

</TABLE>



<PAGE>


                             COLUMBIA CAPITAL CORP.
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 1997 and 1996

<TABLE>
<CAPTION>

                                                                                          1997            1996
                                                                                     ------------     ------------
<S>                                                                                  <C>             <C>
Cash flows from operating activities
      Net loss                                                                       $   (424,368)   $      (6,482)
      Adjustments to reconcile net income to
         net cash provided by operations
              Depreciation and amortization                                                76,059              379
              Deferred income taxes                                                      (110,723)
              Decrease in accounts receivable                                              54,010
              Increase in deposits and prepaid expenses                                  (181,901)
              Increase in accruals and accounts payable                                    62,685
              Other expenses                                                                 -                 551
                                                                                     ------------     ------------
                      Total adjustments                                                   (99,870)             930
                                                                                     ------------     ------------
Net cash used in operating activities                                                    (524,238)          (5,552)

Cash flows from investing activities
      Purchase of fixed assets                                                           (263,963)
      Cash acquired in acquisition                                                         34,304
      Investment in interest bearing deposit                                             (201,000)
                                                                                     ------------
Net cash used in investing activities                                                    (430,659)           -

Cash flows from financing activities
      Proceeds from line of credit, net of payments                                       963,000
                                                                                     ------------     ------------
Net cash provided by financing activities                                                 963,000            -
                                                                                     ------------     ------------

Net increase in cash and cash equivalents                                                   8,103           (5,552)
Cash and cash equivalents at beginning of period                                            9,758           15,310
                                                                                     ------------     ------------

Cash and cash equivalents at December 31, 1997 and 1996                             $      17,861    $       9,758
                                                                                     ============     ============

Supplemental disclosure of cash flow information:
      Interest paid                                                                 $      57,019

Non cash investing and financing transactions:
      Equity increase resulting from acquisition
         Assets acquired                                                            $   2,201,382
         Liabilities assumed                                                              601,382
                                                                                     ------------
         Net assets                                                                 $   1,600,000
                                                                                     ============

      Stock issued in exchange for services                                         $      25,000



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

</TABLE>



<PAGE>


                             COLUMBIA CAPITAL CORP.

                   Notes to Consolidated Financial Statements

NOTE 1:    Summary of Significant Accounting Policies

           Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
Columbia  Capital Corp.  (the Company) and its  wholly-owned  subsidiary,  First
Independent  Computers,   Inc.  (the  Subsidiary).   Intercompany  accounts  and
transactions have been eliminated.

           Organization

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

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

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

           Cash and Cash Equivalents

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

           Use of Estimates in the Preparation of Financial Statements

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities  at the date of the  consolidated  financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting periods. Actual results could differ from those estimates.

           Accounts Receivable

The Company utilizes the allowance method for uncollectible accounts receivable.
Management  estimates  the  uncollectible  accounts and provides for them in the
allowance.  The balance of the allowance for uncollectible  accounts was $20,000
at December 31, 1997.

           Revenue Recognition

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



<PAGE>


NOTE 1:    Summary of Significant Accounting Policies - continued

           Property, Plant and Equipment

Fixed assets of the Company are reported at historical  cost.  Depreciation  and
amortization  on assets  purchased  are  computed by the  following  methods and
useful lives:

        Furniture and fixtures         Straight-line                   5 years
        Electronic equipment           Straight-line                 5-7 years
        Automobiles                    Straight-line                 3-5 years
        Office equipment               Straight-line                   5 years
        Computer software              Straight-line                   3 years

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

           Intangible Assets


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

           Prepaid Assets

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

           Per Share Data

In February 1997, Statement of Financial Accounting Standards No. 128, "Earnings
Per Share" (SFAS 128) was issued. Under SFAS 128, net earnings per share ("EPS")
are computed by dividing net earnings by the weighted  average  number of shares
of common stock outstanding  during the period.  SFAS 128 replaces fully diluted
EPS, which the Company was not previously required to report, with EPS, assuming
dilution. The Company adopted SFAS 128 effective December 31, 1997. There was no
effect on loss per share  from the  implementation  of SFAS 128 for the  current
period and the effect of this accounting change on previously  reported EPS data
is not  significant.  The computation of loss per share of common stock is based
on the  weighted  average  number  of  shares  outstanding  in 1997  and 1996 of
12,500,000,  adjusted  retroactively  to reflect the one for two  reverse  split
effective  September 1, 1997. No potential common shares existed at December 31,
1997 or 1996;  therefore,  basic loss per common  share  equals  loss per common
share assuming dilution.



<PAGE>


NOTE 1:  Summary of Significant Accounting Policies - continued

                  Federal Income Taxes

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

           Preferred Stock

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

           Fair Values of Financial Instruments

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

Cash and  short-term  instruments.  The carrying  amounts of cash and short-term
instruments approximate their fair value.

Interest  bearing  deposits with banks. The carrying amounts of interest bearing
deposits with banks approximate their fair value.

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

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

           Accounting Standards Not Yet Adopted

In June 1997,  Statements  of  Financial  Accounting  Standards  (SFAS) No. 130,
"Reporting of Comprehensive  Income," was issued.  This statement  requires that
comprehensive   income  be   reported   in  the  basic   financial   statements.
Comprehensive  income  refers  to the  change  in  equity  during a period  from
transactions and events other than  investments by and  distributions to owners.
This statement  applies to fiscal years  beginning  after December 15, 1997. The
Company plans to adopt SFAS 130 on January 1, 1998.



<PAGE>


NOTE 1:  Summary of Significant Accounting Policies - continued

           Accounting Standards Not Yet Adopted - continued

In June 1997,  Statements  of  Financial  Accounting  Standards  (SFAS) No. 131,
"Disclosures  about  Segments of an  Enterprise  and Related  Information,"  was
issued.  This  Statement  requires  that a  public  business  enterprise  report
financial and descriptive  information about its reportable  operating segments.
Financial  information  should  include a  measure  of  segment  profit or loss,
certain  specific  revenue and expense items,  and segment  assets.  Descriptive
information should include detail on how segments were determined,  products and
services  provided by each,  and any  differences  in the  measurements  used in
reporting segment  information vs. those used in the  general-purpose  financial
statements.  This  statement is effective for financial  statements  for periods
beginning  after  December  15,  1997.  The  Company  plans to adopt SFAS 131 on
January 1, 1998.

NOTE 2:    Private Offerings of Common Stock

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

NOTE 3:  Disposition  of Former  Subsidiaries  Central  Capital Corp. and Hudson
         Resources, Inc.

On  February  28,  1997,  the  Company   determined   that  its  two  subsidiary
corporations,  Central Capital Corp. and Hudson Resources, Inc. had no value and
would  hinder  the  Company  in it's  acquisition  efforts.  Therefore,  the two
companies were sold to the Company's principal  shareholder,  Mr. Lynn Dixon for
nominal value. For accounting purposes the Company treated the sold subsidiaries
as  discontinued  operations,  effective  February 28, 1997.  The results of the
subsidiaries  have been  reported  separately  as a  component  of  discontinued
operations in the income statement. The Company's investment in subsidiaries was
sold for current book value of $1,361  recognizing  no gain or loss.  Details of
the net assets and operations for the subsidiaries are presented below.

           Former Subsidiaries Assets and Liabilities:
                                                               February 28,
                                                                   1997
                                                               -----------
                     Assets
                Cash                                          $      1,109
                Organization costs, net                                252

                      Total Assets                            $      1,361
                                                               ===========



<PAGE>


NOTE 3:  Disposition  of Former  Subsidiaries  Central  Capital Corp. and Hudson
          Resources, Inc. - cont.

<TABLE>
<CAPTION>
                                                                                                  February 28,
                                                                                                      1997
                                                                                                  -----------
                      Liabilities and Shareholders' Equity
<S>                                                                                              <C>
                Common stock                                                                     $      5,000
                Contributed capital                                                                    23,609
                Retained earnings                                                                     (27,248)
                                                                                                  -----------

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

           Subsidiaries Operations:

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

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


NOTE 4:    Amendment to the Company's Articles of Incorporation

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

NOTE 5:    Acquisition of First Independent Computers, Inc.

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



<PAGE>


NOTE 5:  Acquisition of First Independent Computers, Inc. - continued

Effective  September  22,  1997,  under  terms  of the  agreement  and  plan  of
reorganization  dated  August 29, 1997,  the Company  acquired all of the common
stock of FICI from Mr. Glenn M. Gallant and Mr. Douglas R. Baetz in exchange for
11,250,000  restricted  shares of the Company's  common stock,  of which 618,750
shares  were to be  issued  to an  unaffiliated  third  party  in  exchange  for
services.  The  services,  valued at $25,000,  are included in costs  related to
acquisition in the Consolidated Income Statement with corresponding  recognition
in the Consolidated  Statement of Changes in  Shareholders'  Equity for the year
ending  December  31, 1997.  The  transaction  gave Mr.  Gallant and Mr. Baetz a
controlling  interest in the Company.  The transfer of FICI stock to the Company
represented a transaction between entities under common control. Mr. Gallant and
Mr. Baetz controlled the stock of FICI prior to the transaction and the stock of
the Company subsequent to the transaction. Accordingly, the business combination
was  accounted for in a manner  similar to a pooling of  interests,  whereby the
accounts of the entities  involved were not revalued,  rather they were combined
at their historical basis. The Company's  consolidated financial statements were
restated  to include  the results of  operations  of FICI from May 1, 1997,  the
acquisition date of FICI by Mr. Gallant and Mr. Baetz. There were no adjustments
to net assets of the combining  companies necessary for either to adopt the same
accounting practices.

The following unaudited pro-forma consolidated results of operations assume that
the above  acquisitions  occurred on January 1, 1997 and reflect the  historical
operations of the acquired business adjusted for amortization of goodwill.

                Net revenues                                   $  3,178,078
                Net loss                                          ( 397,212)
                Net loss per share                                     (.03)

The pro-forma results of operations are not necessarily indicative of the actual
results of  operations  that would have  occurred had the  acquisition  actually
occurred on January 1, 1997, or of results which may occur in the future.

NOTE 6:    Financial Instruments

The estimated fair values of the Company's financial instruments at December 31,
1997 were as follows:

<TABLE>
<CAPTION>
                                                                                     Carrying          Fair
                                                                                      Amount           Value
                                                                                    ----------      ----------
<S>                                                                                <C>             <C>
           Financial assets:
                Cash and interest bearing deposits with banks                      $   321,439     $   321,439
                Accounts receivable                                                    522,538         522,538
           Financial liabilities:
                Notes payable                                                      $ 1,300,000     $ 1,300,000

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

</TABLE>



<PAGE>


NOTE 7:  Income Taxes

The Company files a  consolidated  federal income tax return;  however,  federal
income taxes are allocated between the Company and Subsidiary based on statutory
rates. The consolidated  income tax benefit, as a percentage of pretax earnings,
differs from the statutory federal income tax rate at December 31, as follows:

<TABLE>
<CAPTION>
                                                                                     1997              1996
                                                                                  ---------         ---------
<S>                                                                                  <C>               <C>
           Statutory federal income tax rate                                          34.00%            34.00%
           Reduction in tax rate resulting
                from non-deductible expenses                                         (13.31)              -
           Valuation allowance                                                          -              (34.00)
                                                                                  ---------         ---------

           Effective income tax rate                                                  20.69%              -
                                                                                  =========         =========

</TABLE>

The tax effects of temporary  differences  that gave rise to deferred tax assets
as of December 31, 1997:

<TABLE>
<S>                                                                                              <C>
           Net operating loss carryforwards                                                      $    122,209
           Depreciation and amortization                                                               52,033
                                                                                                   ----------
                Total deferred tax assets                                                        $    174,242
                                                                                                   ==========
</TABLE>

Activity related to deferred tax assets in the year ended December 31, 1997:

<TABLE>
<S>                                                                                              <C>
           Balance at December 31, 1996                                                          $      4,501
           Valuation allowance                                                                         (4,501)
                                                                                                  -----------
                Net deferred tax assets at December 31, 1996                                             -

           Deferred tax asset established on acquisition of Subsidiary                                 63,519
           Deferred income tax benefit                                                                110,723
                                                                                                  -----------
                Net deferred tax assets at December 31, 1997                                     $    174,242
                                                                                                  ===========

</TABLE>

The Company had available  consolidated  net operating  loss  carryforwards  for
federal  income tax  purposes of $359,438  and $30,005 for December 31, 1997 and
1996. A consolidated valuation allowance of $-0- and $4,501 was established. The
change in allowance for each year was $(4,501) and $504.  The  consolidated  net
operating loss carryforwards at December 31, 1997 will expire as shown below.

                                         Year                         Amount
                                    --------------                 -----------
                                    2008                           $       804
                                    2009                                 4,297
                                    2010                                21,545
                                    2011                                 3,359
                                    2012                               329,433




<PAGE>


NOTE 7:    Income Taxes - continued

The  Company  having  realized   significant   revenue  increases  and  earnings
performance  in the last quarter of 1997  continuing  into the first  quarter of
1998, has determined that net operating loss  carryforwards  will be utilized in
the near term;  therefore,  no valuation allowance has been provided at December
31, 1997.

NOTE 8:    Notes Payable

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

NOTE 9:    Lease Obligations

The Company has entered into various operating lease agreements.  Under terms of
an operating lease with IBM Corporation, certificates of deposit with a carrying
value of $303,578 at December 31, 1997, were pledged as collateral  against Bank
One letters of credit in favor of IBM.

The future minimum payments for leased property under these noncancellable lease
agreements  for each of the next five years ending  December  31,  2002,  are as
follows:

                                    1998                          $  1,126,187
                                    1999                             1,083,214
                                    2000                               881,033
                                    2001                               109,965
                                    2002                               109,965
                                                                   -----------
                                    Lease obligations             $  3,310,364
                                                                   ===========

No commitments for leased property extend more that five years.

NOTE 10:   Market Risk and Concentrations

On June  30,  1997  the  Subsidiary  had a  significant  credit  card  portfolio
processing  contract  expire.  This  contract  was  not  renewed.  The  contract
represented  approximately  one hundred  thousand  dollars  ($100,000) or thirty
percent  (30%)  of the  Subsidiary's  monthly  operating  revenue,  and its loss
substantially affected the Subsidiary's profitability.  As a result, substantial
operating  losses were  recognized in the months July through  October.  For the
year ending December 31, 1997, revenue from Security State Bank (23%), Best Bank
(28%) and Pride (14%)  accounted for  approximately  68% of the Company's  total
revenues.  No other  customers  accounted for 10% or more of the Company's total
revenues.




<PAGE>


NOTE 10:   Market Risk and Concentrations - continued

On October 1, 1997 the  Subsidiary  entered into a five year contract to process
credit card activity and produce account statements for Best Bank. This contract
represents in excess of $500,000 per month in additional  operating revenue.  In
December,  1997, the Subsidiary earned  approximately  five hundred  thirty-five
thousand  ($535,000) on the bank contract which represents  seventy-two  percent
(72%) of total revenue for the month.

NOTE 11:   Related Party Transactions

The Subsidiary  continues to provide data processing  services to Security State
Bank its former parent company.  Additionally, the Subsidiary continues to lease
its office space, 52,248 square feet, from Security State Bank at an annual cost
of approximately $390,000. Accounts receivable from Security State Bank amounted
to $134,403 at December 31, 1997. On December 1, 1997,  the  Subsidiary  entered
into a lease agreement with The Century Group, Inc., (the "Landlord"),  owned by
the Company's primary  shareholders  Glenn Gallant and Douglas Baetz, for office
space  located at 2701 West  Oakland Park  Boulevard,  Ft.  Lauderdale,  Florida
33311.  The term of the  lease  is for one (1)  year  for the sum of  thirty-one
thousand seven hundred  forty-six dollars  ($31,746),  plus applicable sales and
use taxes.  The Company also agrees to pay the Landlord,  as additional rent for
its  share  of  the  operating  expenses  associated  with  the  premises.   The
Subsidiary's  financing source,  Century Financial Group,  Inc., is owned by the
Company's  primary  shareholders,  Glenn  Gallant  and Douglas  Baetz.  Interest
expense and accrued interest payable to Century  Financial Group,  Inc. amounted
to $53,561 and $-0- as of December 31, 1997 and 1996, respectively.

NOTE 12:   Condensed Financial Information - Parent Company

The  following  represents  consolidated  financial  information  of the  parent
company as of  December  31,  1997  presented  utilizing  the  equity  method of
accounting.  Condensed  financial  information  for the  Parent  company  is not
presented for the year ended December 31, 1996 because there were no significant
subsidiary operations during that period.

      Condensed Balance Sheet:

<TABLE>
<CAPTION>
                                    Assets
<S>                                                                                                <C>
           Current assets
              Cash and cash equivalents                                                            $     1,689
              Prepaid expenses and other assets                                                         15,024
              Deferred tax asset                                                                        69,354
                                                                                                    ----------
                Total current assets                                                                    86,067

              Investment in subsidiary                                                               1,367,288

                      Total assets                                                                 $ 1,453,355
                                                                                                    ==========
</TABLE>




<PAGE>


NOTE 12:      Condensed Financial Information - Parent Company - continued

<TABLE>
<CAPTION>

     Condensed Balance Sheet:

                                    Liabilities and Shareholders' Equity

<S>                                                                                                <C>
           Liabilities
              Accrued expenses and other liabilities                                               $     5,000
              Due to subsidiary                                                                        192,975
                                                                                                    ----------

                Total current liabilities                                                              197,975

           Shareholders' equity
              Common stock, $.001 par value; 5,000,000 shares
                authorized; 12,500,000 issued and outstanding                                           12,500
              Capital surplus                                                                        1,681,230
              Accumulated deficit                                                                     (438,350)

                Total shareholders' equity                                                           1,255,380

                      Total liabilities and shareholders' equity                                   $ 1,453,355
                                                                                                    ==========


     Condensed Income Statement:

           Revenues
              Undistributed losses of subsidiary                                                   $  (232,712)
                                                                                                    ----------
                Total revenues                                                                        (232,712)

           Expenses
              Stockholder costs and fees                                                                   581
              Professional and outside services                                                         27,851
              Amortization expense  189
              Costs related to acquisition                                                             186,921
              Other operating                                                                              647
                Total expenses                                                                         216,189

              Net loss related to discontinued operations                                               (1,432)
                                                                                                    ----------

           Loss before federal income tax                                                             (450,333)
              Income tax benefit                                                                       (69,354)

           Net loss                                                                                $  (380,979)
                                                                                                    ==========



<PAGE>


NOTE 12:      Condensed Financial Information - Parent Company -continued

     Condensed Statement of Cash Flows:

           Cash flows from operating activities
              Net loss                                                                             $  (380,979)
              Adjustments to reconcile net loss to
                net cash provided by operations
                      Undistributed earnings in subsidiary                                             232,712
                      Depreciation and amortization                                                        189
                      Deferred income taxes                                                            (69,354)
                      Increase in deposits and prepaid expenses                                        (13,436)
                      Decrease in accruals and accounts payable                                        222,799
                                                                                                    ----------
                           Total adjustments                                                           372,910
           Net cash used by operating activities                                                        (8,069)

           Net decrease in cash and cash equivalents                                                    (8,069)

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

           Cash and cash equivalents at December 31, 1997                                          $     1,689
                                                                                                    ==========

</TABLE>

NOTE 13:      Subsequent Event

On February 9, 1998, the Company entered into a financial  consulting  agreement
with Worldwide Corporate Finance (the "Consultant"). The Consultant will provide
the Company with  consulting  services  including  acting as liaison between the
Company  and  investors,   engaging  market  makers  for  the  Company's  traded
securities, evaluating financial proposals, assisting the Company in stockholder
and investor relations,  providing business and financial planning and providing
assistance to the Company in its future  development.  The agreement will expire
one year from the date first written above.

As the initial  compensation for the services detailed above, the Company agreed
to pay the  Consultant  upon  execution  of this  agreement  the amount of three
hundred  thousand  (300,000)  shares of the Company's common stock which will be
treated as a non-refundable retainer (the "Retainer").

The  Consultant  has  elected to receive  payment of the  Retainer in a non-cash
transaction in which the fee will be considered  paid in full by delivery to the
Consultant the Company's  common stock which was placed in escrow within fifteen
(15) days from the date first mentioned above and distributed as follows:

                One hundred fifty thousand (150,000) shares to be released to
                the Consultant immediately.

                Seventy-five  thousand  (75,000)  shares to be  released  to the
                Consultant ninety (90) days from the date of the first release.

                Seventy-five  thousand  (75,000)  shares to be  released  to the
                Consultant  one hundred  eighty (180) from the date of the first
                release.



<PAGE>


NOTE 13:   Subsequent Event - continued

Additional  compensation  consists of four hundred thousand (400,000) options to
purchase additional shares consisting of the following:

                One hundred thousand  (100,000) options entitling the Consultant
                to purchase one (1) share of the Company's common stock equal to
                eighty-five  percent  (85%) of the closing bid price on the date
                first written above  expiring one hundred twenty (120) days from
                that date.

                One hundred thousand  (100,000) options entitling the Consultant
                to purchase one (1) share of the Company's common stock equal to
                the closing  bid price for the shares on the date first  written
                above expiring one hundred eighty (180) days from that date.

                One hundred thousand  (100,000) options entitling the Consultant
                to purchase one (1) share of the Company's common stock equal to
                eighty-five  percent  (85%) of the  closing  bid  price  for the
                shares on the date exercised expiring one (1) year from the date
                first written above.

                One hundred thousand  (100,000) options entitling the Consultant
                to purchase one (1) share of the Company's common stock equal to
                eighty-five  percent  (85%) of the  closing  bid  price  for the
                shares on the date  exercised  expiring  two (2) years  from the
                date first written above.

The effect of the above  agreement on 1998 earnings will be the  recognition  of
contractual  services  expense based on the fair value of the  Company's  common
stock at the date the shares are released to the Consultant. The expense will be
reflected in earnings  based on when the services are  performed,  however,  all
expense  will be  recognized  through  the  expiration  date  of the  agreement.
Additional  contractual  services  expense  will be  recognized  when and if the
Consultant  elects to exercise  the options  granted  under the  agreement.  The
expense recognized on exercise of the options will be measured as the difference
in the price paid for shares under the option  agreements  and the fair value of
the shares at the date of exercise.




<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors of
First Independent Computers, Inc.

We have audited the accompanying balance sheets of First Independent  Computers,
Inc. (a Texas  corporation)  as of April 30, 1997 and December 31, 1996, and the
related  statements of income,  changes in shareholders'  equity, and cash flows
for the four  months and year then ended.  These  financial  statements  are the
responsibility  of management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of First Independent  Computers,
Inc. as of April 30, 1997 and December 31, 1996,  and results of its  operations
and its cash flows for the  periods  then  ended in  conformity  with  generally
accepted accounting principles.






                                      DAVIS, KINARD & CO., P.C.



January 21, 1998
Abilene, Texas




<PAGE>





                        FIRST INDEPENDENT COMPUTERS, INC.
                                 Balance Sheets
                      Four Months Ended April 30, 1997 and
                          Year Ended December 31, 1996

<TABLE>
<CAPTION>
                                                                               April 30,           December 31,
                                                                                 1997                  1996
                                                                              ----------            ----------
           Assets
<S>                                                                          <C>                   <C>
Current assets
      Cash and cash equivalents                                              $    34,304           $      -
      Interest bearing deposits with banks                                       102,578               100,000
      Accounts receivable, net                                                   576,548               715,618
      Prepaid expenses and other assets                                          226,627               187,551
      Deferred tax asset                                                          42,939                  -
                                                                              ----------            ----------
           Total current assets                                                  982,996             1,003,169

Premises and equipment                                                           780,006               960,372
      Less accumulated depreciation                                              492,334               615,168
                                                                              ----------            ----------
           Net property and equipment                                            287,672               345,204

Other assets
      Deposits                                                                     2,563                 2,563
                                                                              ----------            ----------
           Total other assets                                                      2,563                 2,563
                                                                              ----------            ----------

                  Total assets                                               $ 1,273,231           $ 1,350,936
                                                                              ==========            ==========

           Liabilities and Shareholders' Equity

Liabilities
      Bank overdraft                                                         $      -              $      31,557
      Accrued expenses and other liabilities                                     271,924               440,300
      Notes payable                                                              337,000               131,420
                                                                              ----------            ----------
           Total current liabilities                                             608,924               603,277

Shareholders's equity
      Common stock , $1 par value; 1,000
        shares authorized, issued and outstanding                                  1,000                 1,000
      Additional paid-in capital                                                 497,500               497,500
      Retained earnings                                                          165,807               249,159
                                                                              ----------            ----------
           Total shareholders' equity                                            664,307               747,659
                                                                              ----------            ----------

                  Total liabilities and shareholders' equity                 $ 1,273,231           $ 1,350,936
                                                                              ==========            ==========


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

</TABLE>




<PAGE>


                        FIRST INDEPENDENT COMPUTERS, INC.
                                Income Statements
                      Four Months Ended April 30, 1997 and
                          Year Ended December 31, 1996


<TABLE>
<CAPTION>
                                                                             April 30,           December 31,
                                                                               1997                   1996
                                                                          -------------          ------------
<S>                                                                      <C>                    <C>
Operating revenue
      Pride                                                              $      263,900         $     804,000
      Credit card                                                               639,700             1,955,911
      Banking                                                                   316,115               927,747
      Mail operations                                                            96,670               292,074
      Courier                                                                    31,900                86,050
                                                                          -------------          ------------
           Total operating revenue                                            1,348,285             4,065,782

Operating Expenses
      Salaries and employee benefits                                            578,820             1,644,534
      Auto maintenance                                                            8,060                25,171
      Equipment lease                                                           288,683               855,156
      Equipment maintenance                                                     148,209               473,066
      Facilities rent                                                            48,400               138,200
      Facilities maintenance                                                        904                 1,243
      Depreciation                                                              161,645               108,905
      Amortization of non-compete agreement                                        -                    2,542
      Travel and entertainment                                                   22,589                46,580
      Insurance                                                                  12,209                37,550
      Computer and office supplies                                               92,971               279,157
      Postage and delivery fees                                                  20,687                28,473
      Telephone                                                                  45,240               143,986
      Professional and outside services                                          30,422                79,866
      Taxes                                                                      12,515                30,683
      Other operating expenses                                                   10,867                25,902
                                                                          -------------          ------------
           Total operating expenses                                           1,482,221             3,921,014
                                                                          -------------          ------------

Loss from operations                                                           (133,936)              144,768

Other revenue (expenses)
      Other revenue                                                              13,908                62,804
      Interest                                                                   (6,263)              (15,684)
      Nonrecurring                                                                 -                   23,971
                                                                          -------------          ------------
           Total other revenue (expenses)                                         7,645                71,091
                                                                          -------------          ------------

Income (loss) before federal income tax                                        (126,291)              215,859
      Income tax expense (benefit)                                              (42,939)               64,060
                                                                          -------------          ------------

Net income (loss)                                                        $      (83,352)        $     151,799
                                                                          =============          ============

Net income (loss) per share from operations                              $      (133.94)        $      144.77
                                                                          =============          ============

Net income (loss) per share                                              $       (83.35)        $      151.80
                                                                          =============          ============



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


</TABLE>



<PAGE>


                        FIRST INDEPENDENT COMPUTERS, INC.
                  Statements of Changes in Shareholders' Equity
                      Four Months Ended April 30, 1997 and
                          Year Ended December 31, 1996

<TABLE>
<CAPTION>
                                                                      Additional
                                                       Common           Paid-In       Retained
                                                       Stock            Capital       Earnings          Total
                                                   -------------     -----------   -------------    -------------
<S>                                               <C>               <C>           <C>              <C>
      BALANCES - December 31, 1995                $        1,000    $    497,500  $       97,360   $      595,860

           Net income                                       -               -            151,799          151,799
                                                   -------------     -----------   -------------    -------------

      BALANCES - December 31, 1996                         1,000         497,500         249,159          747,659

           Net loss                                         -               -            (83,352)         (83,352)
                                                   -------------     -----------   -------------    -------------

      BALANCES - April 30, 1997                   $        1,000    $    497,500  $      165,807   $      664,307
                                                   =============     ===========   =============    =============



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

</TABLE>




<PAGE>


                        FIRST INDEPENDENT COMPUTERS, INC.
                            Statements of Cash Flows
                      Four Months Ended April 30, 1997 and
                          Year Ended December 31, 1996

<TABLE>
<CAPTION>
                                                                              April 30,           December 31,
                                                                                1997                  1996
                                                                           ------------          ------------
<S>                                                                        <C>                   <C>
Cash flows from operating activities
      Net income (loss)                                                    $    (83,352)         $    151,799
      Adjustments to reconcile net income to
         net cash provided by operations
              Depreciation and amortization                                     161,645               111,447
         (Increase) decrease in
              Accounts receivable                                               139,070              (126,783)
              Deposits and prepaid expenses                                     (39,076)              (29,362)
              Deferred tax asset                                                (42,939)                 -
         Increase (decrease) in
              Accruals and accounts payable                                    (168,375)              (23,771)
                                                                           ------------          ------------
Net cash provided (used) by operating activities                                (33,027)               83,330

Cash flows from investing activities
      Purchase of fixed assets                                                 (104,114)             (239,335)
      Investment in interest bearing deposit                                     (2,578)                 -
                                                                           ------------          ------------
Net cash used by investing activities                                          (106,692)             (239,335)

Cash flows from financing activities
      Proceeds from line of credit, net of payments                             205,580                87,681
      Change in bank overdraft                                                  (31,557)               31,557
                                                                           ------------          ------------
Net cash provided by financing activities                                       174,023               119,238
                                                                           ------------          ------------

Net increase (decrease) in cash and cash equivalents                             34,304               (36,767)
Cash and cash equivalents at beginning of period                                   -                   36,767
                                                                           ------------          ------------

Cash and cash equivalents at end of period                                $      34,304         $        -
                                                                           ============          ============

OTHER DISCLOSURES
      Interest paid                                                       $       6,263         $      15,684
      Taxes paid                                                                 12,515                30,683



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


</TABLE>



<PAGE>


                        FIRST INDEPENDENT COMPUTERS, INC.
                          Notes to Financial Statements

NOTE 1:    Summary of Significant Accounting Policies

           Organization

First Independent Computers,  Inc. (The Company) was incorporated on October 21,
1983,  pursuant to the  provisions of the Texas  Business  Corporation  Act. The
Corporation was authorized to issue 1,000 shares of no par value, Common Stock.

First Independent  Computers Inc.'s business activity includes the processing of
credit card purchases for numerous  businesses in various industries  throughout
the United States and data processing for various banks.

The shareholders of First Independent Computers,  Inc. entered into an agreement
with Security Shares, Inc. to exchange First Independent Computers,  Inc. shares
for common shares of Security  Shares,  Inc. The exchange was effective with the
close of business  on May 31,  1994.  The  exchange is for all of the issued and
outstanding shares of First Independent Computers, Inc.

Security  Shares,  Inc.  entered into a  purchase/sale  agreement  with Glenn M.
Gallant  and  Douglas  R.  Baetz for the  purchase  of all of First  Independent
Computers,  Inc.'s  issued and  outstanding  stock  currently  owned by Security
Shares,  Inc. The sale was to be  effective  with the close of business on April
30, 1997.

           Cash and Cash Equivalents

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

           Use of Estimates in the Preparation of Financial Statements

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities.  Actual  results  could  differ  from those
estimates.

           Accounts Receivable

The Company utilizes the allowance method for uncollectible accounts receivable.
Management  estimates  the  uncollectible  accounts and provides for them in the
allowance.  The balance of the allowance for uncollectible  accounts was $20,000
at April 30, 1997.

           Prepaid Assets

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

           Revenue Recognition

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




<PAGE>


NOTE 1:  Summary of Significant Accounting Policies - continued

           Property, Plant and Equipment

Fixed assets of the Company are reported at historical  cost.  Depreciation  and
amortization  on assets  purchased  are  computed by the  following  methods and
useful lives:

           Furniture and fixtures        Straight-line                  5 years
           Electronic equipment          Straight-line                5-7 years
           Automobiles                   Straight-line                3-5 years
           Office equipment              Straight-line                  5 years
           Computer Software             Straight-line                  3 years

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

           Federal Income Taxes

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

           Fair Values of Financial Instruments

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

Cash and  short-term  instruments.  The carrying  amounts of cash and short-term
instruments approximate their fair value.

Interest  bearing  deposits with banks. The carrying amounts of interest bearing
deposits with banks approximate their fair value.

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

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

           Per Share Data

The  computation  of loss per  share of  common  stock is based on the  weighted
average number of shares  outstanding  in 1997 and 1996 of 12,500,000,  adjusted
retroactively  to reflect the one for two reverse stock split which  occurred on
September 1, 1997.



<PAGE>

NOTE 1:    Summary of Significant Accounting Policies - continued

           Accounting Standards Not Yet Adopted

In June 1997,  Statements  of  Financial  Accounting  Standards  (SFAS) No. 130,
"Reporting of Comprehensive  Income," was issued.  This statement  requires that
comprehensive   income  be   reported   in  the  basic   financial   statements.
Comprehensive  income  refers  to the  change  in  equity  during a period  from
transactions and events other than  investments by and  distributions to owners.
This statement  applies to fiscal years  beginning after December 15, 1997. This
statement,  if applied to the December 31, 1997 financial statements,  would not
affect the  consolidated  comprehensive  net income.  The Company plans to adopt
SFAS 130 on January 1, 1998.

In June 1997,  Statements  of  Financial  Accounting  Standards  (SFAS) No. 131,
"Disclosures  about  Segments of an  Enterprise  and Related  Information,"  was
issued.  This  Statement  requires  that a  public  business  enterprise  report
financial and descriptive  information about its reportable  operating segments.
Financial  information  should  include a  measure  of  segment  profit or loss,
certain  specific  revenue and expense items,  and segment  assets.  Descriptive
information should include detail about the way that the operating segments were
determined,  the  products  and  services  provided by the  operating  segments,
differences  between the measurements used in reporting segment  information and
those used in the enterprise's general-purpose financial statements, and changes
in the measurement of segment  amounts from period to period.  This statement is
effective for financial  statements  for periods  beginning  after  December 15,
1997. The Company plans to adopt SFAS 131 on January 1, 1998.

NOTE 2:    Lease Obligations

The Company has entered into various operating lease agreements.  Under terms of
an operating lease with IBM Corporation, certificates of deposit with a carrying
value of $102,578 at April 30, 1997, were pledged as collateral against Bank One
letters of credit in favor of IBM.

The future minimum payments for leased property under these noncancellable lease
agreements  for each of the next five years ending  December  31,  2001,  are as
follows:

                Remaining           1997                             $   377,460
                                    1998                                 566,190
                                    1999                                 270,690
                                    2000                                 147,242
                                    2001                                    -
                                                                      ----------

                                    Lease Obligation                 $ 1,361,582
                                                                      ==========

No commitments for leased property extend more that five years.




<PAGE>

NOTE 3:    Notes Payable

Notes payable consisted of the following at April 30, 1997, December 31, 1996:


<TABLE>
<CAPTION>
                                                                                             1997          1996
                                                                                           ---------    ----------
<S>                                                                                       <C>          <C>
           The company purchased software under a capital lease and recorded the
           liability  as a note  payable  dated  12/13/91 to IBM in the original
           amount of  $157,783.52  at 16.29%,  principal  and interest due in 60
           monthly installments
           starting 2/01/92.                                                              $     -      $     1,420

           A revolving  line of credit dated  5/24/96 to The Peoples State Bank,
           commitment of $250,000 at 9.25%, due on demand with final maturity at
           5/24/97. The note is secured
           by accounts receivable.                                                            70,000       130,000

           A note payable dated 3/31/97 to The Peoples State Bank
           in the original amount of $267,000 at 8.5%, principal and
           interest due on demand with final maturity at 6/30/97.  The
           note is guaranteed by Security State Bank.                                        267,000
                                                                                           ---------    ----------

           Total notes payable                                                            $  337,000   $   131,420
                                                                                           =========    ==========

           All notes payable balances were paid as of May 31, 1997.

</TABLE>


NOTE 4:    Related Party Transactions

During the period  January 1 through  December  31, 1996,  the Company  recorded
revenues of  $1,245,119  billed to Security  State Bank (balance due at December
31, 1996 of $128,629), a related party.

During  the  period  January 1 through  April 30,  1997,  the  Company  recorded
revenues of $405,619  billed to Security  State Bank  (balance  due at April 30,
1997 of $104,296), a related party.

In  addition,  the Company  leases its office  space from  Security  State Bank.
Facilities  Rent  expense  was  $11,517  per month  ($138,200  for the period of
January 1 to December 31, 1996),  and $12,100 per month  ($48,400 for the period
of January 1 to April 30, 1997).

NOTE 5:    Income Taxes

The tax effects of temporary  differences that give rise to significant portions
of the deferred tax assets  (liabilities)  as of April 30, 1997 and December 31,
1996 are as follows:

<TABLE>
<CAPTION>
                                                                              1997           1996
                                                                         ------------    ------------
<S>                                                                    <C>              <C>
                Depreciation and amortization                          $       (9,287)  $        (821)
                Net operating loss carryforward                                53,047           -
                                                                         ------------    ------------

                                                                        $      43,760   $        (821)
                                                                         ============    ============
</TABLE>




<PAGE>

NOTE 5:    Income Taxes - continued

Federal   income   taxes  are  based  on   statutory   rates.   The  income  tax
benefit/liability,  as  a  percentage  of  pretax  earnings,  differs  from  the
statutory federal income tax rate at April 30 and December 31, as follows:

<TABLE>
<CAPTION>
                                                                              1997           1996
                                                                           ----------      --------

<S>                                                                             <C>           <C>
           Statutory federal income tax rate                                    34.00%        34.00%
           Reduction in tax rate resulting
                from non-deductible expenses                                      -           (4.32)
                                                                           ----------      --------
           Effective income tax rate                                            34.00%        29.68%
                                                                           ==========      ========

</TABLE>


The  Company  had  available  as  of  April  30,  1997,  a  net  operating  loss
carryforward for federal income tax purposes of $83,352.  The net operating loss
carryforward will expire as shown below.

                                       Year                        Amount
                                       ----                    -------------
                                       2012                    $      83,352


Federal income tax expense at April 30 and December 31 is composed of:

<TABLE>
<CAPTION>
                                                                              1997           1996
                                                                           ----------     ----------

<S>                                                                      <C>             <C>
           Current expense                                               $       -       $    65,880
           Deferred benefit                                                   (42,939)        (1,820)
                                                                           ----------      ---------

                Total income tax expense (benefit)                       $    (42,939)   $    64 060
                                                                           ==========      =========
</TABLE>


NOTE 6:    Financial Instruments

The estimated fair values of the Company's financial instruments were as follows
at:

<TABLE>
<CAPTION>
                                                                                         April 30, 1997
                                                                                   --------------------------
                                                                                    Carrying          Fair
                                                                                     Amount           Value
                                                                                   -----------     ----------
           Financial assets:
<S>                                                                               <C>             <C>
                Cash and interest bearing deposits with banks                     $    136,882    $    136,882
                Accounts receivable                                               $    576,548    $    576,548

           Financial liabilities:
                Notes payable                                                     $    337,000    $    337,000

</TABLE>




<PAGE>


NOTE 6:  Financial Instruments  - continued

The estimated fair values of the Company's financial instruments were as follows
at:

<TABLE>
<CAPTION>
                                                                                        December 31, 1996
                                                                                   ---------------------------
                                                                                    Carrying          Fair
                                                                                     Amount           Value
                                                                                   -----------      ----------
<S>                                                                               <C>             <C>
           Financial assets:
                Cash and interest bearing deposits with banks                     $    100,000    $    100,000
                Accounts receivable                                               $    715,618    $    715,618

           Financial liabilities:
                Notes payable                                                     $    337,000    $    131,420

</TABLE>


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

NOTE 7:    Concentration Risk

During the period  January 1 through  December  31, 1996,  the Company  recorded
revenues of $804,000 billed to Pride Refining, Inc. (balance due at December 31,
1996 of $61,469),  a non-related party, and $1,396,244 billed to Clark Refining,
Inc. (balance due at December 31, 1996 of $98,705), a non-related party.

During  the  period  January 1 through  April 30,  1997,  the  Company  recorded
revenues of $263,900  billed to Pride Refining,  Inc.  (balance due at April 30,
1997 of $62,310),  a non-related  party,  and $408,831 billed to Clark Refining,
Inc. (balance due at April 30, 1997 of $515), a non-related party.

NOTE 8:    Subsequent Events

As of May 1,  1997,  100% of the  Company's  issued  and  outstanding  stock was
purchased by Glenn M. Gallant and Douglas R. Baetz from Security Shares, Inc.

On May 5, 1997, the Company's note payable of $267,000 with accrued  interest to
date was paid in full.

On May 24, 1997, the Company's  outstanding note payable balance of $30,000 with
accrued interest to date was paid in full.

On May 31, 1997,  the Company  recorded  additional  paid in capital of $250,000
resulting from a cash deposit made by Glenn M. Gallant and Douglas R. Baetz.

At June 30, 1997 the Company's  contract,  to provide credit card processing for
Clark Refining, Inc., expired. Clark has indicated that the contract will not be
renewed.



<PAGE>

NOTE 8:    Subsequent Events - continued

The Company has renewed it's lease  agreement with Security State Bank effective
August  1,  1997.  The new  lease  agreement  is for a period  of two (2)  years
consisting of 52,248 square foot of office and parking space under lease.  Total
monthly rent, due in advance on the first day of each month, beginning August 1,
1997,  will be $33,447.  The total annual  facilities rent expense under the new
lease agreement will be $401,364.

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

The Company continues to provide data processing services to a subsidiary of its
former  parent  company,  Security  State  Bank.  Additionally,  the  Subsidiary
continues to lease its office  space,  52,248 square feet,  from Security  State
Bank at an annual  cost of  approximately  $390,000.  Accounts  receivable  from
Security State Bank amounted to $134,403 at December 31, 1997.

On December  1, 1997 the  Subsidiary  entered  into a lease  agreement  with The
Century  Group,   Inc.,  (the  "Landlord"),   owned  by  the  Company's  primary
shareholders  Glenn Gallant and Douglas Baetz,  for office space located at 2701
West Oakland Park  Boulevard,  Ft.  Lauderdale,  Florida 33311.  The term of the
lease is for one (1)  year  for the sum of  thirty-one  thousand  seven  hundred
forty-six  dollars  ($31,746),  plus applicable sales and use taxes. The Company
also agrees to pay the Landlord,  as additional rent ("Additional Rent") for its
share of the operating expenses  associated with the premises.  The Subsidiary's
financing  source,  Century  Financial  Group,  Inc.,  is owned by the Company's
primary  shareholders,  Glenn Gallant and Douglas  Baetz.  Interest  expense and
accrued interest payable to Century  Financial Group,  Inc.  amounted to $53,561
and $-0- as of December 31, 1997.

On June  30,  1997  the  Subsidiary  had a  significant  credit  card  portfolio
processing  contract  expire.  This  contract  was  not  renewed.  The  contract
represented  approximately  one hundred  thousand  dollars  ($100,000) or thirty
percent  (30%)  of the  Subsidiary's  monthly  operating  revenue,  and its loss
substantially affected the Subsidiary's profitability.  As a result, substantial
operating losses were recognized the months July through October.

On October 1, 1997 the  Subsidiary  entered into a five year contract to process
credit card activity and produce  account  statements for a bank.  This contract
represents  more than $500,000 per month in  additional  operating  revenue.  In
December,  1997, the Subsidiary earned  approximately  five hundred  thirty-five
thousand  ($535,000) on the bank contract which represents  seventy-two  percent
(72%) of total revenue for the month.



<PAGE>


Securities and Exchange Commission
Mail Stop 9-5
450 5th St. N.W.
Washington, D.C. 20549


Gentlemen,

I have  read  Item  Number  eight  (8) of Form  10KSB  (Commission  file  number
001-13749) of Columbia  Capital Corp. and I agree with the statements  contained
therein.


                                              DAVID T. THOMSON, P.C.


Salt Lake City, Utah
March 30, 1998

<PAGE>

Columbia Capital Corp.
2701 West Oakland Boulevard
Ft. Lauderdale, Florida 33311


I hereby  consent  to the  inclusion  by  reference  of my audit  report  on the
financial  statements  of Columbia  Capital  Corp.  as of and for the year ended
December 31, 1996.



                                              DAVID T. THOMSON, P.C.


Salt Lake City, Utah
March 30, 1998


<PAGE>

March 27, 1998


Columbia Capital Corp.
2701 West Oakland Boulevard
Ft. Lauderdale, Florida 33311


We hereby  consent to inclusion of our audit report on the financial  statements
of Columbia Capital Corp. as of and for the year ended December 31, 1997.


Further,  we hereby  consent to inclusion  of our audit report on the  financial
statements of First  Independent  Computers,  Inc. as of and for the four months
ended April 30, 1997 and the year ended December 31, 1997.





                                              DAVIS, KINARD & CO., P.C.

<PAGE>