<PAGE>   1
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 10-Q

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 
      For the quarterly period ended March 31, 1998

                                       or

[ ]   TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934
      For the transition period from          to


                         Commission File Number 0-28536

                                   -----------

                             BILLING CONCEPTS CORP.

             (Exact name of registrant as specified in its charter)

                 DELAWARE                                     74-2781950
     (State or other jurisdiction of                     (IRS Employer ID No.)
      incorporation or organization)
     7411 JOHN SMITH DRIVE, SUITE 200                            78229
          SAN ANTONIO, TEXAS                                  (Zip code)
(Address of principal executive offices)

                                 (210) 949-7000
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No

         Indicated below is the number of shares outstanding of the registrant's
only class of common stock at May 5, 1998:

                                             NUMBER OF SHARES
            TITLE OF CLASS                      OUTSTANDING
            --------------                   ----------------
      Common Stock, $.01 par value               33,671,940

================================================================================
<PAGE>   2



                     BILLING CONCEPTS CORP. AND SUBSIDIARIES

                                      INDEX


<TABLE>
<CAPTION>

                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                          <C>
PART I        FINANCIAL INFORMATION

Item 1.       Interim Condensed Consolidated Financial Statements (Unaudited)
              Condensed Consolidated Balance Sheets - March 31, 1998 and September 30, 1997................    3
              Condensed Consolidated Statements of Income - For the Three and Six Months Ended
                  March 31, 1998 and 1997..................................................................    4
              Condensed Consolidated Statements of Cash Flows - For the Six Months Ended
                  March 31, 1998 and 1997..................................................................    5
              Notes to Interim Condensed Consolidated Financial Statements.................................    6
Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations........   10

PART II       OTHER INFORMATION

Item 1.       Legal Proceedings............................................................................   15
Item 4.       Submission of Matters to a Vote of Security Holders..........................................   15
Item 6.       Exhibits and Reports on Form 8-K.............................................................   16

SIGNATURE..................................................................................................   17
</TABLE>


                                       2


<PAGE>   3



                          PART I FINANCIAL INFORMATION
           ITEM 1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     BILLING CONCEPTS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                     ASSETS
                                                                                                      MARCH 31,      SEPTEMBER 30,
                                                                                                        1998             1997
                                                                                                    ----------        ---------- 
<S>                                                                                                 <C>               <C>       
Current assets:
  Cash and cash equivalents......................................................................   $   75,997        $   41,444
  Accounts receivable, net ......................................................................       37,385            25,919
  Purchased receivables..........................................................................      104,777            70,175
  Prepaids and other.............................................................................        3,330             3,196
                                                                                                    ----------        ----------
    Total current assets.........................................................................      221,489           140,734
Property and equipment, net......................................................................       18,238            18,156
Equipment held under capital leases, net.........................................................          612               606
Other assets, net................................................................................        6,702             7,516
                                                                                                    ----------        ----------
    Total assets.................................................................................   $  247,041        $  167,012
                                                                                                    ==========        ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable:
    Trade........................................................................................   $   16,945        $   19,223
    Billing customers............................................................................      124,987            75,166
   Accrued liabilities...........................................................................       25,927            17,728
   Revolving line of credit for purchased receivables............................................            0                 0
   Current portion of long-term debt.............................................................          606               606
   Current portion of obligations under capital leases...........................................          395               441
                                                                                                    ----------        ----------
     Total current liabilities...................................................................      168,860           113,164
Long-term debt, less current portion.............................................................        1,971             2,324
Obligations under capital leases, less current portion...........................................          100               290
Deferred income taxes............................................................................        1,884             2,048
Other liabilities................................................................................          616               499
                                                                                                    ----------        ----------
     Total liabilities...........................................................................      173,431           118,325
Commitments and contingencies (Note 4)
Stockholders' equity:
  Preferred stock, $0.01 par value, 10,000,000 shares authorized; no shares issued or
   outstanding at March 31 or September 30.......................................................            0                 0
  Common stock, $0.01 par value, 75,000,000 shares authorized; 33,471,030 shares
   issued and outstanding at March 31; 32,395,170 shares issued and outstanding
   at September 30...............................................................................          335               324
Additional paid-in capital.......................................................................       53,387            42,916
Retained earnings................................................................................       20,618             6,397
Deferred compensation............................................................................         (730)             (950)
                                                                                                    ----------        ----------
     Total stockholders' equity..................................................................       73,610            48,687
                                                                                                    ----------        ----------
     Total liabilities and stockholders' equity..................................................   $  247,041        $  167,012
                                                                                                    ==========        ==========
</TABLE>


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



                                       3


<PAGE>   4



                     BILLING CONCEPTS CORP. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED         SIX MONTHS ENDED
                                                                           MARCH 31,                 MARCH 31,
                                                                    ---------------------     ---------------------
                                                                       1998         1997         1998         1997
                                                                    --------     --------     --------     --------
<S>                                                                 <C>          <C>          <C>          <C>     
Operating revenues .............................................    $ 41,014     $ 27,382     $ 79,262     $ 55,200
Cost of revenues ...............................................      24,901       16,936       48,086       34,894
                                                                    --------     --------     --------     --------
Gross profit ...................................................      16,113       10,446       31,176       20,306
Selling, general and administrative expenses ...................       5,221        2,995        9,795        5,898
Research and development .......................................         307            0          821            0
Advance funding program income .................................      (2,271)      (1,735)      (4,327)      (3,484)
Advance funding program expense ................................          31          165           63          489
Depreciation and amortization expense ..........................       1,565          826        3,080        1,347
                                                                    --------     --------     --------     --------
Income from operations .........................................      11,260        8,195       21,744       16,056
Other income (expense):
  Interest income ..............................................         709          190        1,428          432
  Interest expense .............................................         (47)        (124)        (137)        (243)
  Other, net ...................................................          59           56           89           (6)
                                                                    --------     --------     --------     --------
   Total other income ..........................................         721          122        1,380          183
                                                                    --------     --------     --------     --------
Income before income taxes .....................................      11,981        8,317       23,124       16,239
Income tax expense .............................................      (4,613)      (3,160)      (8,903)      (6,171)
                                                                    --------     --------     --------     --------
Net income .....................................................    $  7,368     $  5,157     $ 14,221     $ 10,068
                                                                    ========     ========     ========     ========

Earnings per common share - basic (See Note 3) .................    $   0.22     $   0.17     $   0.43     $   0.33

Earnings per common share - diluted (See Note 3) ...............    $   0.21     $   0.16     $   0.41     $   0.31
</TABLE>



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




                                       4

<PAGE>   5



                     BILLING CONCEPTS CORP. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                           SIX MONTHS ENDED
                                                                                                               MARCH 31,
                                                                                                     ---------------------------
                                                                                                        1998             1997
                                                                                                     ---------         ---------
<S>                                                                                                  <C>               <C>      
Cash flows from operating activities:
  Net income.....................................................................................    $  14,221         $  10,068
   Adjustments to reconcile net income to net cash provided by
   operating activities:
    Depreciation and amortization................................................................        3,080             1,347
    Deferred compensation........................................................................          390                 0
    Gain on disposition of equipment.............................................................            0               (73)
    Changes in operating assets and liabilities:
     Increase in accounts receivable.............................................................      (11,466)           (4,376)
     Increase in prepaids and other..............................................................         (134)             (986)
     Increase (decrease) in accounts payable.....................................................       (2,278)            1,710
     Increase (decrease) in accrued liabilities..................................................        9,993            (1,430)
     Increase in other liabilities...............................................................          117                 0
                                                                                                     ---------         ---------
Net cash provided by operating activities........................................................       13,923             6,260
Cash flows from investing activities:
  Purchases of property and equipment............................................................       (2,714)          (10,582)
  Payments for purchased receivables from billing customers, net.................................      (34,602)          (10,062)
  Collections of proceeds due (payments made) to billing customers, net..........................       49,821            (3,025)
  Collections of sales taxes due on behalf of billing customers, net.............................        3,578             3,886
  Proceeds from sale of equipment................................................................            0               125
  Other investing activities.....................................................................          196              (982)
                                                                                                     ---------         ---------
Net cash provided by (used in) investing activities..............................................       16,279           (20,640)
Cash flows from financing activities:
  Draws on revolving line of credit for purchased receivables, net...............................            0             6,957
  Proceeds from issuance of long-term debt.......................................................            0             2,014
  Payments on long-term debt.....................................................................         (353)             (339)
  Payments on capital leases.....................................................................         (236)             (453)
  Proceeds from issuance of common stock.........................................................        4,940             1,939
                                                                                                     ---------         ---------
Net cash provided by financing activities........................................................        4,351            10,118
                                                                                                     ---------         ---------
Net increase (decrease) in cash and cash equivalents.............................................       34,553            (4,262)
Cash and cash equivalents, beginning of period...................................................       41,444            34,135
                                                                                                     ---------         ---------
Cash and cash equivalents, end of period.........................................................    $  75,997         $  29,873
                                                                                                     =========         =========
</TABLE>



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




                                       5

<PAGE>   6



                     BILLING CONCEPTS CORP. AND SUBSIDIARIES
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

         The interim condensed consolidated financial statements included herein
have been prepared by Billing Concepts Corp. ("BIC"), formerly known as Billing
Information Concepts Corp., and subsidiaries (collectively referred to as the
"Company"), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. In the opinion of the Company's management, the
accompanying interim condensed consolidated financial statements reflect all
adjustments that are necessary for a fair presentation of the Company's
financial position, results of operations and cash flows for such periods. All
such adjustments are of a normal recurring nature. It is recommended that these
interim condensed consolidated financial statements be read in conjunction with
the consolidated financial statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the year ended September 30, 1997.
Results of operations for interim periods are not necessarily indicative of
results that may be expected for any other interim periods or the full fiscal
year.

         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 financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

         On January 9, 1998, the Company announced that its Board of Directors
declared a one-for-one common stock dividend. The dividend was distributed on
January 30, 1998 to stockholders of record on January 20, 1998. No additional
proceeds were received on the dividend date and all costs associated with the
share dividend were capitalized as a reduction of additional paid-in capital.
All share and per share information in the accompanying condensed consolidated
financial statements has been adjusted to give retroactive effect to the stock
dividend.

NOTE 2. STATEMENT OF CASH FLOWS

         Cash payments and non-cash activities during the periods indicated were
as follows:

<TABLE>
<CAPTION>

                                                                                                  SIX MONTHS ENDED
                                                                                                     MARCH 31,
                                                                                                 -----------------
                                                                                                 1998         1997
                                                                                                 ----         ----
                                                                                                   (IN THOUSANDS)

<S>                                                                                            <C>          <C>     
         Cash payments for income taxes......................................................  $  7,816     $  6,648
         Cash payments for interest..........................................................       201          835
         Tax benefit recognized in connection with stock option exercises....................     5,370        3,748
</TABLE>





                                       6

<PAGE>   7



                     BILLING CONCEPTS CORP. AND SUBSIDIARIES
    NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3. EARNINGS PER SHARE

         Earnings per share for all periods have been restated to reflect the
adoption of Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings Per Share," which established standards for computing and presenting
earnings per share ("EPS") for entities with publicly held common stock or
potential common stock. SFAS No. 128 requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures. Basic EPS were computed by dividing net income by the
weighted average number of shares of common stock outstanding during the period.
Diluted EPS differs from basic EPS due to the assumed conversions of potentially
dilutive options and warrants that were outstanding during the period. The
following is a reconciliation of the numerators and the denominators of the
basic and diluted per-share computations for net income.

<TABLE>
<CAPTION>

                                                                        FOR THE QUARTER ENDED MARCH 31, 1998
                                                                  -----------------------------------------------
                                                                    INCOME             SHARES           PER SHARE
                                                                  (NUMERATOR)       (DENOMINATOR)        AMOUNT
                                                                  -----------       -------------       ---------
<S>                                                               <C>                  <C>                <C>  
BASIC EPS
Net income available to common stockholders                       7,368,000            33,197,000         $0.22
                                                                                                          =====

EFFECT OF POTENTIALLY DILUTIVE SECURITIES
Warrants                                                                                   46,000
Stock options                                                                           1,966,000
                                                                                    -------------

DILUTED EPS
Net income available to common stockholders
     including assumed conversions                                7,368,000            35,209,000         $0.21
                                                                ===========         =============         =====
</TABLE>


<TABLE>
<CAPTION>

                                                                        FOR THE QUARTER ENDED MARCH 31, 1997
                                                                  -----------------------------------------------
                                                                    INCOME             SHARES           PER SHARE
                                                                  (NUMERATOR)       (DENOMINATOR)        AMOUNT
                                                                  -----------       -------------        --------
<S>                                                               <C>                  <C>                <C>  
BASIC EPS
Net income available to common stockholders                       5,157,000            30,494,000         $0.17
                                                                                                          =====

EFFECT OF POTENTIALLY DILUTIVE SECURITIES
Warrants                                                                                  294,000
Stock options                                                                           1,700,000
                                                                                    -------------

DILUTED EPS
Net income available to common stockholders
     including assumed conversions                                5,157,000            32,488,000         $0.16
                                                                ===========         =============         =====
</TABLE>





                                       7

<PAGE>   8



                     BILLING CONCEPTS CORP. AND SUBSIDIARIES
    NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>

                                                                      FOR THE SIX MONTHS ENDED MARCH 31, 1998
                                                                  -----------------------------------------------
                                                                    INCOME             SHARES           PER SHARE
                                                                  (NUMERATOR)       (DENOMINATOR)        AMOUNT
                                                                  -----------       -------------       ---------
<S>                                                              <C>                   <C>                <C>  
BASIC EPS
Net income available to common stockholders                      14,221,000            32,866,000         $0.43
                                                                                                          =====

EFFECT OF POTENTIALLY DILUTIVE SECURITIES
Warrants                                                                                  130,000
Stock options                                                                           1,900,000
                                                                                    -------------

DILUTED EPS
Net income available to common stockholders
     including assumed conversions                               14,221,000            34,896,000         $0.41
                                                                ===========         =============         =====
</TABLE>


<TABLE>
<CAPTION>

                                                                      FOR THE SIX MONTHS ENDED MARCH 31, 1997
                                                                  -----------------------------------------------
                                                                    INCOME             SHARES           PER SHARE
                                                                  (NUMERATOR)       (DENOMINATOR)        AMOUNT
                                                                  -----------       -------------       ---------
<S>                                                              <C>                   <C>                <C>  
BASIC EPS
Net income available to common stockholders                      10,068,000            30,348,000         $0.33
                                                                                                          =====

EFFECT OF POTENTIALLY DILUTIVE SECURITIES
Warrants                                                                                  296,000
Stock options                                                                           1,795,000
                                                                                    -------------

DILUTED EPS
Net income available to common stockholders
     including assumed conversions                               10,068,000            32,439,000         $0.31
                                                                ===========         =============         =====

</TABLE>

NOTE 4. COMMITMENTS AND CONTINGENCIES

         The Company is involved in various claims, legal actions and regulatory
proceedings arising in the ordinary course of business. The Company believes it
is unlikely that the final outcome of any of the claims or proceedings to which
the Company is a party will have a material adverse effect on the Company's
financial position or results of operations; however, due to the inherent
uncertainty of litigation, there can be no assurance that the resolution of any
particular claim or proceeding would not have a material adverse effect on the
Company's results of operations for the fiscal period in which such resolution
occurred.

         The Company is obligated as a guarantor of a certain equipment
financing agreement entered into by USLD Communications Corp. ("USLD"), a
subsidiary of LCI International, Inc. The aggregate unpaid principal amount of
indebtedness under this agreement at March 31, 1998 was approximately $886,000,
due in varying amounts through June 1999.




                                       8


<PAGE>   9



                     BILLING CONCEPTS CORP. AND SUBSIDIARIES
    NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 5. RELATED PARTY TRANSACTIONS

         The Company and USLD shared a common individual on their respective
boards of directors through June 2, 1997. Therefore, USLD was considered a
related party for purposes of financial disclosure through this date. The
Company provides billing and information management services for USLD and
purchases telecommunications services from USLD. Transactions under the
agreements for these services have been reflected in the accompanying
consolidated financial statements at market prices. Related party transactions
between the Company and USLD are summarized as follows:

<TABLE>
<CAPTION>

                                                                     SIX MONTHS ENDED
                                                                      MARCH 31, 1997
                                                                     ----------------
                                                                      (IN THOUSANDS)
<S>                                                                     <C>      
         Sales to USLD..........................................        $   2,362
         Purchases from USLD....................................            1,240
</TABLE>

         In addition, at March 31, 1997, the Company's accounts receivable
balance included $883,000 and the billing customers accounts payable balance
included $947,000 related to billing services performed for USLD. The Company
also had $96,000 payable to USLD included in accrued liabilities and $904,000
payable to USLD included in long-term debt at March 31, 1997.

         The Company leases a jet airplane from a company associated with an
officer/director of the Company. Under the terms of the lease agreement, the
Company is obligated to pay annual minimum fees of $500,000 over the five years
ending March 31, 2003 for such charter services.

         From time to time, the Company has made advances to or was owed amounts
from certain officers of the Company, however, no amounts were outstanding
during the six months ended March 31, 1998. The Company had a $250,000 note
receivable bearing interest at 7.0% from a certain officer of the Company at
April 30, 1998.

NOTE 6. NEW ACCOUNTING STANDARDS

         In October 1997, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 97-2, "Software Revenue
Recognition," which provides guidance on when revenue should be recognized and
in what amounts for licensing, selling, leasing, or otherwise marketing
computer software. SOP 97-2 is effective for transactions entered into in
fiscal years beginning after December 15, 1997 and is to be applied
prospectively. In March 1998, the AICPA issued SOP 98-4, "Deferral of the
Effective Date of a Provision of SOP 97-2." SOP 98-4 defers for one year the
application of certain provisions of SOP 97-2. Management of the Company does
not anticipate the adoption of SOP 97-2 and 98-4 will have a material impact on
the Company's financial position or results of operations.





                                       9

<PAGE>   10




ITEM 2.

         This Quarterly Report on Form 10-Q contains certain "forward-looking"
statements as such term is defined in the Private Securities Litigation Reform
Act of 1995 and information relating to the Company and its subsidiaries that
are based on the beliefs of the Company's management as well as assumptions made
by and information currently available to the Company's management. When used in
this report, the words "anticipate," "believe," "estimate," "expect" and
"intend" and words or phrases of similar import, as they relate to the Company
or its subsidiaries or Company management, are intended to identify
forward-looking statements. Such statements reflect the current risks,
uncertainties and assumptions related to certain factors including, without
limitations, competitive factors, general economic conditions, customer
relations, relationships with vendors, the interest rate environment,
governmental regulation and supervision, seasonality, distribution networks,
product introductions and acceptance, technological change, changes in industry
practices, onetime events and other factors described herein and in other
filings made by the Company with the Securities and Exchange Commission. Based
upon changing conditions, should any one or more of these risks or uncertainties
materialize, or should any underlying assumptions prove incorrect, actual
results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these forward-looking statements.

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

GENERAL

         The following is a discussion of the consolidated financial condition
and results of operations of the Company for the quarters and six months ended
March 31, 1998 and 1997. It should be read in conjunction with the Interim
Condensed Consolidated Financial Statements of the Company, the notes thereto
and other financial information included elsewhere in this report, and the
Company's Annual Report on Form 10-K for the year ended September 30, 1997. For
purposes of the following discussion, references to year periods refer to the
Company's fiscal year ended September 30 and references to quarterly periods
refer to the Company's fiscal quarter ended March 31.

RESULTS OF OPERATIONS

         The following table presents certain items in the Company's Condensed
Consolidated Statements of Income as a percentage of total revenues:

<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                         MARCH 31,                          MARCH 31,
                                                                  -----------------------            ----------------------
                                                                   1998             1997              1998             1997
                                                                  -----            -----             -----            -----
<S>                                                               <C>               <C>                 <C>               <C>   
Operating revenues............................................    100.0%           100.0%            100.0%           100.0%
Cost of services..............................................     60.7             61.9              60.7             63.2
                                                                  -----            -----             -----            -----
Gross profit..................................................     39.3             38.1              39.3             36.8
Selling, general and administrative expenses..................     12.7             10.9              12.4             10.7
Research and development......................................      0.7              0.0               1.0              0.0
Advance funding program income................................     (5.5)            (6.3)             (5.5)            (6.3)
Advance funding program expense...............................      0.1              0.6               0.1              0.9
Depreciation and amortization expense.........................      3.8              3.0               3.9              2.4
                                                                  -----            -----             -----            -----
Income from operations........................................     27.5             29.9              27.4             29.1
Other income, net.............................................      1.8              0.4               1.7              0.3
                                                                  -----            -----             -----            -----
Income before income taxes....................................     29.2             30.4              29.2             29.4
Income tax expense............................................    (11.2)           (11.5)            (11.3)           (11.2)
                                                                  -----            -----             -----            -----
Net income....................................................     18.0%            18.8%             17.9%            18.2%
                                                                  =====            =====             =====            =====
</TABLE>





                                       10
<PAGE>   11



Operating Revenues

         The Company's revenues are derived primarily from the provision of
billing clearinghouse and information management services to direct dial long
distance carriers and operator services providers ("Local Exchange Carrier
billing" or "LEC billing"). Revenues are also derived from enhanced billing
services provided to companies that offer 900 services or other non-regulated
telecommunications equipment and services. LEC billing fees charged by the
Company include processing and customer service inquiry fees. Processing fees
are assessed to customers either as a fee charged for each telephone call record
or other transaction processed or as a percentage of the customer's revenue that
is submitted by the Company to local telephone companies for billing and
collection. Processing fees also include any charges assessed to the Company by
local telephone companies for billing and collection services that are passed
through to the customer. Customer service inquiry fees are assessed to customers
either as a fee charged for each record processed by the Company or as a fee
charged for each billing inquiry made by end users.

         The Company also develops, sells and supports convergent billing
systems for telecommunications service providers and provides direct billing
outsourcing services through its wholly owned subsidiary, Billing Concepts
Systems, Inc. ("BCS"). In addition to license and maintenance fees charged by
the Company for the use of its billing software applications, fees are also
charged on a time and materials basis for software customization and
professional services. Processing fees for direct billing services provided
through the Company's service bureau are assessed to customers based on volume.
Billing systems revenues also include retail sales of computer hardware and
third party software.

         Total revenues for the quarter ended March 31, 1998 were $41.0 million,
an increase of 49.8% from the comparable prior year quarter. During the first
six months of 1998, total revenues increased 43.6% to $79.3 million from $55.2
million during the comparable period of 1997. LEC billing services revenues
increased 38.1% to $37.8 million in the second quarter of 1998, from $27.4
million in the second quarter of 1997. For the first six months of 1998, LEC
billing services increased 33.3% to $73.6 million, from $55.2 million in the
first six months of 1997. The remaining increase in revenues from the prior year
periods was attributable to billing systems sales and related services. The LEC
billing services revenue increases are attributable primarily to an increase in
the number of telephone call records processed and billed on behalf of direct
dial long distance customers. Direct dial long distance billing services
revenues have exceeded prior period revenues on a quarterly basis since the
inception of this business in 1993. Revenues derived from operator and enhanced
billing services customers also increased from the comparable prior year periods
due to an increase in the number of telephone call records processed on behalf
of existing customers as well as new customers. Telephone call record volumes
were as follows:

<TABLE>
<CAPTION>

                                                                   THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                        MARCH 31,                      MARCH 31,
                                                                   ------------------             ------------------
                                                                    1998         1997             1998          1997
                                                                   -----         ----             ----          ----
                                                                      (IN MILLIONS)                  (IN MILLIONS)
<S>                                                                 <C>          <C>               <C>          <C>  
         Direct dial long distance services.......................  164.6        122.1             324.9        241.3
         Operator services........................................   36.9         28.0              73.8         58.0
         Enhanced billing services................................    3.3          2.0               6.4          3.7
         Billing management services..............................   86.9         83.4             183.8        171.6

</TABLE>

         Revenue per record for billing management customers, who have their own
billing and collection agreements with the local telephone companies, is
significantly less than revenue per record for the Company's other customers.





                                       11


<PAGE>   12



Cost of Revenues

         Cost of revenues includes billing and collection fees charged to the
Company by local telephone companies and related transmission costs, as well as
all costs associated with the customer service organization, including staffing
expenses and costs associated with telecommunications services. Billing and
collection fees charged by the local telephone companies include fees that are
assessed for each record submitted and for each bill rendered to its end-user
customers. The Company achieves discounted billing costs due to its aggregated
volumes and can pass these discounts on to its customers. Cost of revenues also
includes the cost of computer hardware and software sold, and the salaries and
benefits of software development, technical, service bureau and professional
service personnel who generate revenue from hourly billings.

         The gross profit margin of 39.3% reported for the quarter and six
months ended March 31, 1998, increased from 38.1% and 36.8% achieved in the
respective prior year periods. The addition of sales of billing systems and
related services revenues in 1998 served to improve gross margin due to the
higher margins associated with systems sales. Lower billing and collection costs
as a percentage of revenue also contributed to the increase in the gross profit
margin for both periods. The Company currently believes that its gross profit
margin could increase in subsequent periods as a result of the potential
addition of higher gross margin billing systems sales and related services
revenues.

Selling, General and Administrative Expenses

         Selling, general and administrative ("SG&A") expenses are comprised of
all selling, marketing and administrative costs incurred in direct support of
the business operations of the Company. SG&A expenses for the second quarter of
1998 and 1997 were $5.2 million and $3.0 million, representing 12.7% and 10.9%
of revenues, respectively. SG&A expenses for the first six months of 1998
increased to $9.8 million, or 12.4% of revenues, from $5.9 million, or 10.7% of
revenues, in the comparable period of 1997. The higher SG&A expenses were
primarily due to the growth of the management infrastructure and technical staff
of BCS, which was acquired during the third quarter of 1997.

Research and Development

         Research and development expenses are comprised of the salaries and
benefits of the employees involved in software development and related expenses.
During the third quarter of 1997, the Company acquired a software development
company that was actively involved in ongoing research and development efforts
associated with creating new and enhanced products related to its convergent
billing software platform. In the fourth quarter of 1997, the Company also
commenced internally funded research and development activities with respect to
efforts to offer "invoice ready" billing services. Consequently, research and
development expenses were $307,000 in the second quarter of 1998 and $821,000
for the first six months of 1998. The Company intends to continue its research
and development efforts in the future and anticipates spending from $2 to $3
million during 1998 for such expenses.

Advance Funding Program Income and Expense

         Advance funding program income increased 30.9% to $2.3 million for the
second quarter of 1998 from $1.7 million for the second quarter of 1997. Advance
funding program income for the first six months of 1998 increased 24.2% to $4.3
million from $3.5 million in the first six months of 1997. The increase was
primarily the result of financing a higher level of customer receivables under
the Company's advance funding program. The quarterly average balance of
purchased receivables was $88.4 million and $71.1 million for the six months
ended March 31, 1998 and 1997, respectively.

         Advance funding program expense decreased 81.2% to $31,000 for the
second quarter of 1998 from $165,000 for the second quarter of 1997. Advance
funding program expense for the first six months of 1998 decreased 87.1% to
$63,000 from $489,000 in the comparable period of 1997. In addition to declining
from period to period, advance funding program expense declined relative to
advance funding program income due to the use of internally generated funds for
the financing of all purchased receivables during the first six months of 1998.
The expense recognized during 1998 represents unused credit facility fees and is
the minimum expense that the Company could have incurred during this period.






                                       12


<PAGE>   13



Depreciation and Amortization

         Depreciation and amortization expenses are incurred with respect to
certain assets, including computer hardware, software, office equipment,
furniture, leasehold improvements, costs incurred in securing contracts with
local telephone companies, goodwill and other intangibles. Asset lives range
between three and fifteen years.

         Depreciation and amortization expense was $1.6 million in the second
quarter of 1998 compared with $826,000 in the second quarter of 1997.
Depreciation and amortization expense as a percentage of revenues was 3.8% and
3.0% in the second quarter of 1998 and 1997, respectively. For the first six
months of 1998, depreciation and amortization expense was $3.1 million, or 3.9%
of revenues, compared to $1.3 million, or 2.4% of revenues, for the first six
months of 1997. The increase in the percentage of revenues from the prior year
periods is attributable to increased capital expenditures made in order to
provide the infrastructure needed to support the growth of the Company's
employee base and the continued expansion of the Company's business.

Income from Operations

         Income from operations in the second quarter of 1998 was $11.3 million,
or 27.5% of revenues, compared to income from operations of $8.2 million, or
29.9% of revenues, in the second quarter of 1997. Income from operations in the
first six months of 1998 increased to $21.7 million, or 27.4% of revenues, from
$16.1 million, or 29.1% of revenues, in the first six months of 1997. The
decrease in income from operations as a percentage of revenues from the prior
year periods is attributable to higher SG&A expenses and depreciation as a
percentage of revenues and research and development expenses incurred in the
first six months of 1998, offset partly by a higher gross profit margin and
higher net advance funding income.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash balance increased to $76.0 million at March 31, 1998
from $41.4 million at September 30, 1997. Large fluctuations in daily cash
balances are normal due to the large amount of customer receivables that the
Company collects on behalf of its customers. The Company's working capital
position and current ratio increased to $52.6 million and 1.3:1 at March 31,
1998, from $27.6 million and 1.2:1 at September 30, 1997, respectively. This
improvement in working capital is due in part to $4.7 million in cash received
and a tax benefit of $5.4 million recognized by the Company in connection with
stock options and warrants exercised during the six months ended March 31, 1998.
The Company also received $200,000 in cash from the issuance of common stock
under the Company's Employee Stock Purchase Plan during this period. Net cash
provided by operating activities was $13.9 million and $6.3 million in the first
six months of 1998 and 1997, respectively, and reflected the increase in net
income from the prior year period.

         The Company has a $50.0 million revolving line of credit facility with
certain lenders primarily to draw upon to advance funds to its billing customers
prior to collection of the funds from the local telephone companies. This credit
facility terminates on December 20, 1999. Borrowings under the credit facility
are limited to a portion of the Company's eligible receivables. Management
believes that the capacity under the credit facility will be sufficient to fund
advances to its billing customers for the foreseeable future. No amounts were
borrowed by the Company under its credit facility to finance the advance funding
program at either March 31, 1998 or September 30, 1997. At March 31, 1998, the
amount available under the Company's receivable financing facility was $50.0
million.

         In addition to the revolving line of credit facility described above,
the Company is obligated as a guarantor of USLD's equipment financing agreement
with a certain lender. The aggregate unpaid principal amount of indebtedness
under this agreement at March 31, 1998 was approximately $886,000, due in
varying amounts through June 1999. Under certain of its credit agreements, the
Company is prohibited from paying dividends on its common stock, is required to
comply with certain financial covenants and is subject to certain limitations on
the issuance of additional secured debt. The Company obtained a waiver from a
certain lender consenting to the distribution of a one-for-one common stock
dividend to stockholders on January 20, 1998. Cross-default provisions of
certain of the Company's equipment loans may place the Company in default of
such loans in the event that USLD defaults under the equipment finance
agreements that the Company has guaranteed. The Company was in compliance with
all required covenants at March 31, 1998.




                                       13

<PAGE>   14




         Capital expenditures amounted to approximately $2.7 million in the
first six months of 1998 and related primarily to purchases of computer
equipment and software. The Company anticipates spending approximately $8
million over the next six months, including expenditures for local telephone
company agreements that will enable it to offer "invoice ready" billing
services. The Company believes that it will be able to fund expenditures with
internally generated funds and borrowings, but there can be no assurance that
such funds will be available or expended.

         On January 9, 1998, the Company announced that its Board of Directors
declared a one-for-one common stock dividend. The dividend was distributed on
January 30, 1998 to stockholders of record on January 20, 1998. No additional
proceeds were received on the dividend date and all costs associated with the
share dividend were capitalized as a reduction of additional paid-in capital.
The Company also amended its Certificate of Incorporation on February 27, 1998,
changing the name of the Company to Billing Concepts Corp. and increasing the
number of shares of the Company's authorized common stock to 75,000,000 from
60,000,000. This amendment was approved by vote of the Company's stockholders at
the Annual Meeting of Stockholders held on February 26, 1998.

         The Company's operating cash requirements consist principally of
working capital requirements, requirements under its advance funding program,
scheduled payments of principal on its outstanding indebtedness and capital
expenditures. The Company believes that it has the ability to continue to secure
long-term equipment financing and that this ability, combined with cash flows
generated from operations and periodic borrowings under its receivable financing
facility, will be sufficient to fund capital expenditures, advance funding
requirements, working capital needs and debt repayment requirements for the
foreseeable future.

YEAR 2000 COMPLIANCE

         The efficient operation of the Company's business is highly dependent
on its computer software programs and operating systems (collectively, "Programs
and Systems"). These Programs and Systems are used in several key areas of the
Company's business, including LEC billing processing, information management
services, convergent billing systems and financial reporting, as well as in
various administrative functions. The Company has been evaluating its Programs
and Systems to identify potential year 2000 compliance problems, as well as
manual processes, external interfaces with customers and services supplied by
vendors to coordinate year 2000 compliance and conversion. The year 2000 problem
refers to the limitations of the programming code in certain existing software
programs to recognize date sensitive information for the year 2000 and beyond.
Unless modified prior to the year 2000, such systems may not properly recognize
such information and could generate erroneous data or cause a system to fail to
operate properly.

         Based on current information, the Company expects to attain year 2000
compliance and institute appropriate testing of its modifications and
replacements in a timely fashion and in advance of the year 2000 date change. It
is anticipated that modification or replacement of the Company's Programs and
Systems will be performed in-house by Company personnel. The Company believes
that, with modifications to existing software and conversions to new software,
the year 2000 problem will not pose a significant operational problem for the
Company. However, because most computer systems are, by their very nature,
interdependent, it is possible that non-compliant third party computers may not
interface properly with the Company's computer systems. The Company could be
adversely affected by the year 2000 problem if it or unrelated parties fail to
successfully address this issue. Management of the Company currently anticipates
that the expenses and capital expenditures associated with its year 2000
compliance project will not have a material effect on its financial position or
results of operations.




                                       14

<PAGE>   15



                            PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is involved in various claims, legal actions and regulatory
proceedings arising in the ordinary course of business. The Company believes it
is unlikely that the final outcome of any of the claims or proceedings to which
the Company is a party would have a material adverse effect on the Company's
financial position or results of operations; however, due to the inherent
uncertainty of litigation, there can be no assurance that the resolution of any
particular claim or proceeding would not have a material adverse effect on the
Company's results of operations for the fiscal period in which such resolution
occurred.

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

         At the Annual Meeting of Stockholders held on February 26, 1998, the
following matters were adopted by the margins indicated:

              1.  To elect director Lee Cooke to serve until the 2001 Annual
                  Meeting of Stockholders.

                           For:                               15,252,045
                           Against:                           N/A
                           Abstain:                           119,783

              2.  To amend the Company's Amended and Restated Certificate of
                  Incorporation to change the name of the Company to Billing
                  Concepts Corp.

                           For:                               15,346,575
                           Against:                           5,636
                           Abstain:                           11,618

              3.  To amend the Company's Amended and Restated Certificate of
                  Incorporation to increase the number of authorized shares of
                  the Company's Common Stock from 60,000,000 shares to
                  75,000,000 shares.

                           For:                               14,987,403
                           Against:                           344,461
                           Abstain:                           31,964

              4.  To ratify the appointment of Arthur Andersen LLP as
                  independent public accountants of the Company for the fiscal
                  year ending September 30, 1998.

                           For:                               15,335,301
                           Against:                           4,944
                           Abstain:                           23,583



         The following directors continue their term of office subsequent to the
Annual meeting: Parris H. Holmes, Jr., Alan W. Saltman, James E. Sowell and
Thomas G. Loeffler.


                                       15


<PAGE>   16



                      PART II OTHER INFORMATION (CONTINUED)

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:

              The exhibits listed below are filed as part of or incorporated by
              reference in this report. Where such filing is made by
              incorporation by reference to a previously filed document, such
              document is identified in parentheses.

               EXHIBIT
               NUMBER        DESCRIPTION

                  3.4      Certificate of Amendment to Certificate of
                           Incorporation, amending Article I to change the name
                           of the Company to Billing Concepts Corp. and amending
                           Article IV to increase the number of authorized
                           shares of common stock from 60,000,000 to 75,000,000,
                           filed with the Delaware Secretary of State on
                           February 27, 1998 (filed herewith)

                  4.1      Form of Stock Certificate of Common Stock (filed
                           herewith)

                  10.31    First Amendment to Lease Agreement dated September
                           30,1996, by and between Medical Plaza Partners, Ltd.
                           and Billing Information Concepts, Inc. (filed
                           herewith)

                  10.32    Second Amendment to Lease Agreement dated November 8,
                           1996, by and between Medical Plaza Partners, Ltd. And
                           Billing Information Concepts, Inc. (filed herewith)

                  10.33    Third Amendment to Lease Agreement dated January 24,
                           1997, by and between Medical Plaza Partners, Ltd. And
                           Billing Information Concepts, Inc. (filed herewith)

                  10.34    Employment Agreement dated October 1, 1997, by and
                           between the Company and Michael Hancock (filed
                           herewith)

                  10.35    Employment Agreement dated January 1, 1998, by and
                           between the Company and Paul L. Gehri (filed
                           herewith)

                  10.36    Employment Agreement effective January 15, 1998, by
                           and between the Company and Audie Long (filed
                           herewith)

                  27.1     Financial Data Schedule (filed herewith)

         (b) Current Reports on Form 8-K:

              None.

ITEMS 2, 3, AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.




                                       16

<PAGE>   17



                                    SIGNATURE

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

                                              BILLING CONCEPTS CORP.
                                                  (Registrant)

Date: May 12, 1998                    By: /s/  KELLY E. SIMMONS
                                          -------------------------------------
                                               Kelly E. Simmons
                                             Senior Vice President
                                            Chief Financial Officer
                               (Duly authorized and principal financial officer)





                                       17


<PAGE>   18

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

               EXHIBIT
               NUMBER        DESCRIPTION

              <S>          <C>                                                
                  3.4      Certificate of Amendment to Certificate of
                           Incorporation, amending Article I to change the name
                           of the Company to Billing Concepts Corp. and amending
                           Article IV to increase the number of authorized
                           shares of common stock from 60,000,000 to 75,000,000,
                           filed with the Delaware Secretary of State on
                           February 27, 1998 (filed herewith)

                  4.1      Form of Stock Certificate of Common Stock (filed
                           herewith)

                  10.31    First Amendment to Lease Agreement dated September
                           30,1996, by and between Medical Plaza Partners, Ltd.
                           and Billing Information Concepts, Inc. (filed
                           herewith)

                  10.32    Second Amendment to Lease Agreement dated November 8,
                           1996, by and between Medical Plaza Partners, Ltd. And
                           Billing Information Concepts, Inc. (filed herewith)

                  10.33    Third Amendment to Lease Agreement dated January 24,
                           1997, by and between Medical Plaza Partners, Ltd. And
                           Billing Information Concepts, Inc. (filed herewith)

                  10.34    Employment Agreement dated October 1, 1997, by and
                           between the Company and Michael Hancock (filed
                           herewith)

                  10.35    Employment Agreement dated January 1, 1998, by and
                           between the Company and Paul L. Gehri (filed
                           herewith)

                  10.36    Employment Agreement effective January 15, 1998, by
                           and between the Company and Audie Long (filed
                           herewith)

                  27.1     Financial Data Schedule (filed herewith)
</TABLE>