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

                                  FORM 10-KSB/A

                               AMENDMENT NO. 1 TO

(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)


<PAGE>




         The undersigned registrant hereby amends the following items, financial
statements,  exhibits or other  portions of the Annual Report on Form 10-KSB for
the fiscal year ended  December  31,  1997,  as set forth in the pages  attached
hereto:

         1.       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 statements of income, changes in shareholders' equity, and
cash flows for the four months and year then ended.

         C.       Other Exhibits

         16.1     Letter re Change in Certifying Accountant of David T.Thompson,
                  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*
         23.3     Consent of David T. Thomson, P.C., dated March 30, 1998
         23.4     Consent of Davis, Kinard & Co., P.C., dated April 7, 1998
         27       Financial Data Schedule



*Filed as part of the Company's  Annual Report on Form 10-KSB for the year ended
December 31, 1997.


<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 statements of income, changes in shareholders' equity, and
cash flows for the four months and year then ended.

         C.       Other Exhibits

         16.1     Letter re Change in Certifying Accountant of David T.Thompson,
                  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*
         23.3     Consent of David T. Thomson, P.C., dated March 30, 1998
         23.4     Consent of Davis, Kinard & Co., P.C., dated April 7, 1998
         27       Financial Data Schedule



*Filed as part of the Company's  Annual Report on Form 10-KSB for the year ended
December 31, 1997.


<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: April 7, 1998                    By: /s/ Kenneth A. Klotz
                                                     --------------------
                                                     Kenneth A. Klotz, President


                                                 By: /s/ Charles La Montagne
                                                     -----------------------
                                                     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: April 7, 1998                    By: /s/ Kenneth A. Klotz
                                                     --------------------
                                                     Kenneth A. Klotz
                                                     President and Director


         Dated: April 7, 1998                    By: /s/ Douglas R. Baetz
                                                     --------------------
                                                     Douglas R. Baetz, Director


         Dated: April 7, 1998                    By: /s/ Glenn M. Gallant
                                                     --------------------
                                                     Glenn M. Gallant
                                                     Secretary and Chairman of
                                                     the Board of Directors


         Dated: April 7, 1998                    By: /s/ Charles La Montagne
                                                     -----------------------
                                                     Charles La Montagne
                                                     Chief Financial Officer
                                                     and Director


         Dated: April 7, 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>


Independent Auditor's Report

Board of Directors
COLUMBIA CAPITAL CORP.
Salt Lake City, Utah

I have audited the accompanying Columbia Capital Corp. statements of operations,
stockholders'  equity and cash flows for the year ended December 31, 1996. These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audits.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I 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.
I believe that my audit provided a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, Columbia Capital Corp. results of its operations and its cash
flows for the year ended December 31, 1996 in conformity with generally accepted
accounting principles.



                                                     DAVID T. THOMSON, P.C.



Salt Lake City, Utah
November 18, 1996


<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>


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 as included in Amendment #1 to Form 10KSB.



                                                          DAVID T. THOMSON, P.C.



Salt Lake City, Utah
March 30, 1998


<PAGE>


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, in
Amendment #1 to Form 10KSB.

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,  in Amendment #1 to
Form 10KSB.



                            DAVIS, KINARD & CO., P.C.



Abilene, Texas
April 7, 1998


<PAGE>