<PAGE>

                              FORM 10QSB

          QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

                   SECURITIES EXCHANGE ACT OF 1934


            For the quarterly period ended: September 30, 1999

                    Commission file No. __________


                    AMERICAN CARD TECHNOLOGY, INC.
     (Name of small business issuer as specified in its charter)



        Delaware                                         06-1403123
(State of incorporation)                     (IRS Employer
Identification No.)

1355 Terrell Mill Road, Building 1462, Suite 200, Marietta, Georgia
30067
     (Address of principal executive offices including zip code)

Issuer's telephone number:                               (770) 951-2284

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes _X_ No__

The number of issuer's shares of Common Stock outstanding as of
September 30, 1999 was 3,901,136

Transitional Small Business Disclosure Form (check one): Yes __ No _X_

<PAGE>

PART I.      FINANCIAL INFORMATION


ITEM 1.      FINANCIAL STATEMENTS
                         American Card Technology, Inc.
                         (a development stage company)

                              Balance Sheet
                                  Assets

<TABLE>
<CAPTION>
                                              Unaudited
                                         September 30,1999
December 31,1998
                                         -----------------
----------------
<S>                                           <C>                <C>
Current
  Cash                                        $    144,227       $
 137,130
  Accounts receivable                               34,825
 169,505
  Inventory                                         49,570
 151,703
  Prepaid expenses and other current assets         39,710
  10,533
                                                -----------
 -------
Total current assets                               268,332
 468,871

Equipment, net                                     106,452
  93,681

Other assets:
  Software development costs, net                   56,674
 113,348
  Deferred registration and debt costs             662,717
 662,717
  Other                                              5,071
   7,820
                                               -----------
-----------
                                              $  1,099,246       $
1,346,437
                                               -----------
-----------

                           Liabilities and Stockholders' Deficit

<S>                                           <C>                <C>
Current:
  Accounts payable                            $    678,187       $
 806,439
  Accrued interest expense                         707,523
 525,984
  Accrued salary and benefits                      927,212
 727,164
  Other accrued expenses                            70,000
  52,000
  Deferred revenue                                 112,000
 196,547
  Notes payable to banks                           700,000
 600,000
                                                ----------
----------
Total current liabilities                        3,194,922
2,908,134

Notes payable to stockholders                      309,361
 309,361

Bridge financing notes payable                     925,000
 925,000

Notes payable                                    1,905,000
 780,000
                                                ----------
----------

Total liabilities                                6,334,283
4,922,495
                                                ----------
----------
Commitments and contingencies                         -
    -

Stockholders' deficit :
  Preferred stock, $.001 par value -
    shares authorized 1,000,000; none issued
  Common stock, $.001 par value -
    shares authorized 20,000,000;
          issued and outstanding 3,901,136           3,901
   3,901
  Additional paid-in capital                     5,352,925
5,352,925
  Accumulated deficit during
          the development stage                (10,591,863)
(8,932,884)
                                                ----------
----------

Total stockholders' deficit                     (5,235,037)
(3,576,058)
                                                ----------
----------

                                               $ 1,099,246      $
1,346,437
                                                ----------
----------

                       See accompanying notes to financial statements.
</TABLE>
<PAGE>
                                  American Card Technology, Inc.
                                  (a development stage company)

                                    Statements of Operations

<TABLE>
<CAPTION>

                                            Unaudited
                                         Three Months Ended
                                ---------------------------------
                               September 30,1999  September 30,1998

                               -----------------  -----------------
<S>                               <C>             <C>
Revenues                          $     58,474    $     115,035
Costs of sales                          42,924           86,859

                                    ----------       ----------
Gross profit (loss)                     15,550           28,176

                                    ----------       ----------
Expenses
 General and administrative            273,979          284,884
 Write -off of license fee                 -                -
 Research development                  166,799          194,000
 Interest and financing costs, net     101,884          518,093
                                    ----------       ----------
                                       542,662          996,977
                                    ----------       ----------
Net loss                          $   (527,112)    $ (  968,801)
                                    ----------       ----------
Basic and diluted loss per share  $      (0.14)    $      (0.25)

Weighted average number
   of shares outstanding             3,901,136        3,901,136

                      See accompanying notes to financial statements.

</TABLE>
<PAGE>
                                    American Card Technology, Inc.
                                    (a development stage company)

                                      Statements of Operations

<TABLE>
<CAPTION>


Unaudited
                                           Unaudited
Period from
                                       Nine Months Ended
June 21,1994

(inception) to
                                 September 30     September 30
September 30
                                     1999              1998
   1999
                                 ------------     ------------
------------
<S>                                    <C>             <C>
   <C>
Revenues                         $    384,301    $     208,327    $
   814,811
Costs of sales                        260,694          204,738
   695,788
                                   ----------       ----------
----------
Gross profit (loss)                   123,607            3,589
   119,023
                                   ----------       ----------
----------
Expenses
 General and administrative         1,042,913        1,251,772
 5,850,806
 Write -off of license fee              -                -
   168,000
 Research development                 471,658          517,000
 1,733,953
 Interest and financing costs,net     268,015        1,667,525
 3,220,627
                                   ----------       ----------
----------
                                    1,782,586        3,436,297
10,973,386
                                   ----------       ----------
----------
Net loss                         $ (1,658,979)    $ (3,432,708)   $
(10,854,363)
                                   ----------       ----------
----------
Basic and diluted loss per share $      (0.43)    $      (0.88)

Weighted average number
   of shares outstanding            3,901,136        3,920,621

                        See accompanying notes to financial statements.
</TABLE>
<PAGE>
                                   American Card Technology, Inc.
                                   (a development stage company)

                                     Statements of Cash Flows
<TABLE>
<CAPTION>



Unaudited
                                          Unaudited
Period from
                                      Nine months ended
June 21,1994
                                  --------------------------
(inception) to
                                  September 30   September 30
September 30
                                       1999           1998
  1999
<S>                                     <C>             <C>
    <C>
Cash flows from
operating activities:
 Net loss                        $ (1,658,979)    (3,432,708)
$(10,854,363)
   Adjustments to reconcile
   net loss to net cash used in
   operating activities:
      Depreciation and
        amortization                   91,867         85,085
 314,148
Amortization of deferred
        financing costs                  -            91,703
 312,120
      Issuance of debt for
        services rendered                -               -
  72,774
      Issuance of stock for
        services rendered                -           300,116
 300,116
      Issuance of stock for
        loan commitment                  -           300,116
 300,116
      Notes receivable exchange
        for services                     -             5,000
   5,000
      Deferred registration
        costs written off                -               -
 352,966
      Amortization of bridge
        financing discount               -           910,937
1,162,500
   Changes in assets and liabilities:
    (Increase) decrease in assets:
      Accounts receivable            134,680         ( 4,876)
 (34,825)
      Inventory                      102,133         (22,565)
 (49,570)
      Prepaid expenses and
        other current assets         (29,177)         (1,713)
 (39,710)
      Other assets                     2,749            (174)
  (5,071)
      Increase (decrease)
        in liabilities:
      Accounts payable              (128,252)        310,077
 678,187
      Deferred revenue               (84,547)            -
 112,000
      Accrued expenses               399,586         495,845
1,734,734
                                    --------       ---------
---------

Total adjustments                    489,039       2,469,551
5,215,485
                                    --------       ---------
---------

Net cash used in
    operating activities          (1,169,940)       (963,157)
(5,638,878)
                                    ---------       --------
----------

Cash flows from investing activities:
    Capital expenditures             (47,963)        (16,622)
(250,576)
    Software development costs           -               -
(226,696)
                                     --------        --------
----------

Net cash used in
  investing activities               (47,963)        (16,622)
(477,272)
                                     --------        --------
----------

Cash flows from financing activities:
    Issuance of common stock             -               -
   1,000
    Deferred registration
      costs - original                   -               -
(352,966)
    Deferred registration
      costs - current                    -          (433,806)
(662,718)
    Deferred financing costs             -           (63,475)
(312,120)
    Borrowings on line of credit   1,225,000         200,000
2,605,000
    Proceeds from the issuance
      of notes to stockholders           -         1,042,500
3,514,681
    Payments on notes to stockholders    -           (22,500)
 (32,500)
    Payments on bridge financing         -        (1,250,000)
(1,250,000)
    Proceeds from the issuance
      of bridge financing                -         1,500,000
2,750,000
                                   ---------       ---------
---------

Net cash provided by
    financing activities           1,225,000         972,719
6,260,377
                                   ---------       ---------
---------

Net increase (decrease) in cash        7,097         (7,060)
 144,227

Cash, beginning of period            137,130          27,203
     -
                                    --------       ---------
---------

Cash, end of period                 $144,227    $     20,143    $
 144,227
                                    --------       ---------
---------

Supplemental disclosures of
   cash flow information:
    Cash paid during the period for:

      Interest                      $ 38,189    $    147,388     $
 290,053
                                     -------       ---------
--------

      Income taxes                  $    -      $        -       $
     -
                                     -------       ---------
--------

                     See accompanying notes to financial statements.

</TABLE>
<PAGE>
                             American Card Technology, Inc.
                              (a development stage company)

                             Notes to Financial Statements
                                  September 30, 1999

1. Basis of Presentation

The financial statements include the accounts of American Card
Technology, Inc. (a development stage company) (the "Company") and
its majority-owned Canadian subsidiary, which was formed in June
1996 and whose results of operations have been immaterial through
September 30, 1999. All significant intercompany accounts and
transactions have been eliminated in consolidation. The Company, a
Delaware corporation, was incorporated on June 21, 1994 to design,
develop and market high security, flexible multiple application
smart card systems.

The Company is in the development stage and its activities to date
have been limited to organizational activities including developing
a business plan, hiring personnel and developing and enhancing its
proprietary smart card technology and software, and it has only
recently commenced the limited marketing of its smart card systems.
Revenues to date, which have been received from few customers, have
been limited.

Certain stock splits were effected in 1996 and 1998 and reflected
retroactively in these financial statements.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.   This basis of
accounting contemplates the recovery of the Company's assets and the
satisfaction of its liabilities in the normal course of operations.
Since inception the Company has been involved in
organizational activities. The Company's ultimate ability to attain
profitable operations is dependent upon obtaining additional
financing adequate to complete its development activities, and to
achieve a level of sales adequate to support its cost structure.
Through September 30, 1999, the Company has incurred losses totaling
$10,854,363 and at September 30, 1999, has deficiencies in working
capital and equity of $2,926,590 and $5,235,037, respectively. These
circumstances raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

The Company filed a Registration Statement on Form SB-2 with the
Securities and Exchange Commission that was declared effective on
February 12, 1999.  The public offering is being made on a "best
efforts" basis with the minimum and maximum estimated net proceeds
to the Company of $4,500,000 and $6,424,000, respectively.  However,
there can be no assurance that the Company will be successful in
consummating its plans, including closing the IPO, or that such plans, if
consummated, will enable the Company to attain profitable operations or
continue as a going concern.

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements.  The financial statements are
unaudited, but in the opinion of management, contain all
adjustments, consisting of normal recurring accruals, necessary to
present fairly the financial position, results of operations and cash flows
for the periods presented.  Results of operations and cash flows for the
interim three and nine month  periods are not necessarily indicative of what
the results of operations and cash flows will be for an entire year.
The accompanying condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements
and notes thereto included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1998.

2.    Notes Payable

At September 30,1999 and December 31,1998, the Company had lines of
credit with certain banks totaling $700,000 and $600,000, respectively. The
loans bear interest at the respective banks'prime interest rates and are due
on demand or through December 1999. Borrowings of $300,000 under these lines
of credit are secured by certificates of deposit of one of the Company's
stockholders held by the banks. Another stockholder has guaranteed the balance
of these loans.

In September 1998, the Company entered into additional unsecured lines of
credit with two different Offshore Trusts for $1,000,000 each. Loans under
each of these credit lines bear interest at 10% per annum and are due
June 30, 2001. During 1999, the Company entered into another unsecured
line of credit with a third Offshore Trust for $250,000.  This line bears
interest at 10% and is due on June 30, 2001 or earlier to the extent that the
Company realizes gross profits (gross receipts less cost of goods sold) after
the closing of the Company's  contemplated initial public offering.  During the
second quarter of 1999, the Company entered into a $500,000 unsecured line of
credit with the Lilly Beter Capital Group, Ltd.( whose principal is a
director of the Company) of which $250,000 was outstanding as of September 30,
1999. This line bears interest at 10% and is due on June 30, 2001.
The Company has drawn down an aggregate of $1,905,000 and $780,000 from these
lines of credit as of September 30, 1999 and December 31, 1998, respectively.
Certain stockholders have guaranteed this debt.

3.    Notes Payable to Stockholders

Notes payable to stockholders totaling $309,361 at September 30, 1999 and
December 31, 1998, bear interest at 10% per annum and were originally
payable on demand. The due dates of these notes have been extended to the
earlier of January 1, 2001 or the closing of a subsequent debt financing.
These notes have been used to finance operations. Notes totaling $500,000
were converted to equity in 1995, notes totaling $550,000 were converted to
equity in January 1997 and notes totaling $1,895,594 were converted to
equity in September 1998.

<PAGE>

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

      The Company was organized in June 1994 and is in the development
stage. Since inception, the Company has been engaged principally in
organizational activities, including developing a business plan,
hiring personnel and developing and enhancing its proprietary smart
card technology and software, and has only recently commenced the
limited marketing of its smart card systems.  The Company's
objective is to become a leading provider of smart card systems to
government and commercial enterprises ("System Sponsors") requiring
increasingly complex, secure and cost-effective information
processing systems. The Company intends to market its products
through strategic marketing alliances and licensing or other
arrangements with systems integrators, value added resellers and
other smart card vendors. The Company anticipates that, under
certain circumstances, its smart card products will be bundled with
its strategic partners' products and services to create a complete
integrated system that can be marketed to potential System Sponsors.
The Company will also seek to provide complete smart card solutions,
on a turnkey basis, to System Sponsors by providing all of the
hardware and software elements required to implement the system.

Liquidity and Capital Resources

      At September 30, 1999, the Company had cash on hand of
$144,227, a working capital deficit of $2,926,590 and a stockholders' deficit
of $5,235,037. The Company's primary capital requirements will be to
fund the Company's continuing smart card system development and
enhancement efforts, its sales and marketing activities and the
Company's working capital. The Company has historically financed its
capital requirements through the issuance of equity and debt
securities, contributions to capital and bank borrowings.

      The Company's capital requirements have been and will continue
to be significant. The Company has been dependent on the sales of
its securities to private investors, as well as on capital
contributions and loans from affiliates and certain financial
institutions guaranteed by certain stockholders of the Company.
During the period from inception through September 30, 1999, the
Company raised capital through such means in the estimated aggregate amount
of $7,360,000.  As of September 30, 1999, the Company had lines of
credit in original principal amount aggregating $3,450,000 from
certain banks and trusts, of which $845,000 principal amount
remained available as of September 30, 1999.

      On February 12, 1999, the Securities and Exchange Commission
declared effective the Company's registration statement on Form SB-2
relating to the offering of a minimum of 454,600 shares (and a
maximum of 648,900 shares) of common stock, at a price of $11.00 per
share (the "Offering"). The Company is dependent on and intends to
use the proceeds of the Offering to continue the implementation of
its proposed plan of operation.  The Company anticipates, based on
assumptions relating to its current operations (including
assumptions regarding the Company's ability to meet its current
marketing objectives and the timing and costs associated therewith),
that the proceeds of the Offering, together with projected cash flow
from operations, will be sufficient to fund the Company's operations
and capital requirements for at least twelve months following the
closing of the minimum offering.  In the event that the Company's
plans change, its assumptions change or prove to be inaccurate or
the proceeds of the Offering prove to be insufficient to fund
operations (due to unanticipated expenses, technical difficulties,
problems or otherwise), the Company would be required to seek
additional financing sooner than currently anticipated.  There can
be no assurance that the Offering will close or that the proceeds of
the Offering will be sufficient to permit the Company to
successfully further develop and commercialize the Company's smart
card technology or that any assumptions relating to the Company's
operations will prove to be accurate.  In addition, any
implementation of the Company's business plans subsequent to the
twelve month period following the Offering may require proceeds
greater than the proceeds of the Offering or otherwise currently
available to the Company.  There can be no assurance that additional
financing will be available to the Company on commercially
reasonable terms, or at all.  Further, if the closing of the
Offering is delayed, the Company may not have sufficient capital to
fund operations and the anticipated expenses of the Offering.  Any
inability to obtain additional financing when needed may have a
material adverse effect on the Company, including requiring the
Company to curtail its activities and possibly causing the Company
to cease its operations.  The Company's accountants have included an
explanatory paragraph in their report on the December 31, 1998
financial statements expressing substantial doubt about the Company
continuing in business.

Results of Operations

Revenues were $58,474 and $384,301 for the three and nine month
periods ended September 30, 1999 as compared to $115,035 and $208,327 for the
three and nine month periods ended September 30, 1998. The Company recognizes
revenue upon the shipment of products or the performance of services.  The
sales cycle will vary by customer and could extend for periods of up to twelve
months, depending upon, among other things, the time required for development,
testing, and installation. During April 1999, the Company completed a
significant project which resulted in recognition during the second quarter of
1999 of $196,547 of Deferred Revenue. As of September 30, 1999, Deferred Revenue
totaling $112,000 is reflected on the Company's Balance Sheet. It is anticipated
that this amount will be recognized as revenue during the fourth quarter of the
current year.

      For the third quarter ended September 30, 1999, general and
administrative expenses were $273,979 as compared to $284,884 for the third
quarter of 1998, a decrease of 4% due to lower costs associated with legal and
accounting fees. For the nine months ended September 30, 1999, general and
administrative expenses were $1,042,913 as compared to $1,251,772 for the
comparable period last year.  The decrease of $208,859 is primarily due to the
following items. During the first quarter of fiscal year 1998, the Company
issued shares of common stock and warrants to an affiliate of the Company's
general counsel in consideration for services rendered.  The Company expensed
$300,000 in connection with this transaction which is included in general and
administrative expenses. This expense was partially offset by the receipt of a
credit of $58,500 during 1998 for previously incurred costs of professional
services. In addition, during the nine month ended September 30, 1999, payroll
and related costs increased $31,233 over the comparable period last year.

Research and development expenses were $166,799 and $471,658 for the
three and nine month periods ended September 30, 1999 compared to $194,000 and
$517,000 for the respective periods last year. The decreases for the three
and nine month period compared to last year is due to a reduction in fees
paid to an outside contractor only partially offset by higher payroll costs.

      For the third quarter ended September 30, 1999, interest and
financing expenses were $101,884 as compared to $518,093 for the third quarter
of 1998. The decrease of $416,209 is primarily due to a $354,740 charge
incurred last year relating to amortization of original issue discount costs and
deferred financing costs associated with the Company's 1998 Bridge financing.
For the nine months ended September 30, 1999 and September 30, 1998, interest
and financing costs were $268,015 and $1,667,525, respectively. The
decrease of $1,399,510 is primarily due to the aforementioned original issue
discount costs and deferred financing costs, which for the nine months ended
September 30, 1999 totaled $982,110, and also, during the first quarter of last
year,$300,000 was charged to interest expense relating to shares of common stock
issued in consideration for a loan commitment. Interest expense was further
reduced by the conversion of certain debt to equity on September 30 of last
year.

Forward-Looking Statements

      This quarterly report contains forward-looking statements
about the business, financial condition, and prospects of the
Company and other forward-looking statements within the meaning of
Section 27a of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended, that reflect
assumptions made by management and management's beliefs based on
information currently available to it.  When used in this quarterly
report, words such as "believes," "expects," "intends," "plans,"
"anticipates," "estimates" and similar expressions are intended to
identify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions.  The
Company can give no assurance that the expectations indicated by
such forward-looking statements will be realized.  If any of
management's assumptions should prove incorrect, or if any of the
risks and uncertainties underlying such expectations should
materialize, the Company's actual results may differ materially from
those indicated by the forward-looking statements as a result of
many factors, including the risk factors set forth in the Company's
annual report on Form 10-KSB filed with the Securities and Exchange
Commission on April 14, 1999, as well as those set forth herein.


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      The Company is not a party to any pending legal proceeding
(and none of its property is the subject of any pending legal
proceeding).

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

      On February 12, 1999, the Securities and Exchange Commission
declared effective the Company's registration statement on Form SB-2
relating to the offering of a minimum of 454,600 shares (and a
maximum of 648,900 shares) of common stock, at a price of $11.00 per
share.  The offering has not yet closed.

ITEM 5.  OTHER INFORMATION

      By amendments dated September 15,1999 the Company has extended
(i) the closing date set forth in its Technology Purchase Agreement
with SoftChip Israel, LTD., and (ii) the commencement date of its Technical
Services Agreement (the "Services Agreement") with SoftChip Technologies (3000)
Ltd. through the earlier of the date of the closing of the Company's initial
public offering, December 31,1999, the closing of a private placement equal to
or greater than the minimum offering under the Company's proposed initial
public offering, or the closing of a combination of a private placement and an
initial public offering equal to or greater than the minimum offering under
the Company's proposed initial public offering.  The amendment to
the Services Agreement further provides for an adjustment in the
term of the Service Agreement with the mutual agreement of the parties.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits
    The exhibits set forth in the Exhibit Index on the page immediately
preceding the exhibits are filed herewith as a part of this report.

b.  Reports on Form 8-K
    No reports on Form 8-K were filed by the Company during the
nine month period ended September 30, 1999.




                              SIGNATURES

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


                              AMERICAN CARD TECHNOLOGY, INC.


                              By:   /S/ LAWRENCE O. PERL
                                    --------------------

                                    Lawrence O. Perl,
                                    Chief Executive Officer


                              By:   /S/ FRANK S. FUINO, JR.
                                    -----------------------

                                    Frank S. Fuino, Jr.
                                    Chief Financial Officer



                                EXHIBIT INDEX


Exhibit
Number                                          Description of
Document

     3.1  Articles of Incorporation. (1)
     3.2  By-Laws. (1)
   3.2.1  Amended By-laws. (1)
     4.1  Sample Certificate for Common Stock. (1)
    10.1  Amended Employment Agreement between the Company and
            Lawrence O. Perl. (1)
    10.2  Employment Agreement between the Company and Raymond
Findley, Jr. (1)
    10.3  Amended Employment Agreement between the Company and
            Robert H. Dixon. (1)
  10.3.1  Employment Agreement between the Company and Frank S.
Fuino, Jr. (1)
    10.4  Escrow Agreement, Bank of New York. (1)
  10.4.1  Amended Escrow Agreement, Bank of New York, Dated August
24, 1999. (1)
  10.4.2  Amended Escrow Agreement, Bank of New York,
            Dated February 5, 1999.(1)
  10.7.1  Subscription Agreement. (1)
  10.7.2  Stock Option Agreement (warrant), Chapman Group, LLC. (1)

10.7.2.1  Amended, Stock Option Agreement (warrant), Chapman Group,
LLC. (1)
  10.7.3  Stock Option Agreement (warrant), Harold Rothstein. (1)

10.7.3.1  Amended, Stock Option Agreement (warrant), Harold
Rothstein. (1)
  10.7.4  Stock Option Agreement (warrant), Raymond Roncari. (1)
10.7.4.1  Amended, Stock Option Agreement (warrant), Raymond
Roncari. (1)
  10.8.1  Stock Option Agreement for non-employees and Amendment,
            Lilly Beter. (1)
  10.8.2  Stock Option Agreement/non-employees and Amendment,
            Harold Rothstein. (1)
  10.8.3  Stock Option Agreement/non-employees and Amendment,
            Raymond Roncari. (1)
  10.8.4  Stock Option Agreement for non-employees and Amendment,
            Bruce Bonadies. (1)
  10.8.5  Stock Option Agreement for non-employees and Amendment,
            Gordon Walker. (1)
  10.8.6  1996 Nonemployee Director's Stock Option Plan. (1)
10.8.6.1  Amended, 1996 Nonemployee Director's Stock Option Plan.
(1)
  10.8.7  1996 Stock Option Plan for Employees. (1)
10.8.7.1  Amended, 1996 Stock Option Plan for Employees. (1)
  10.8.8  Amended Director Loan Agreement, Harold Rothstein. (1)
  10.8.9  Amended Director Loan Agreement, Raymond Roncari. (1)
  10.9.1  Amended Agreement with SoftChip Israel Ltd. and the
Company. (1)
10.9.1.1  Amended, Agreement with SoftChip Israel Ltd. and the
Company. (1)
10.9.1.2  Amendment to Technology Purchase Agreement with SoftChip
Israel Ltd.
  10.9.2  Agreement with SoftChip Technology (3000) Ltd. and the
Company. (1)
10.9.2.1  Agreement with SoftChip Technology (3000) Ltd. and the
Company. (1)
10.9.2.2 Amendment to Technical Services Agreement with SoftChip
Technology (3000) Ltd.
  10.9.3  Stock Option Agreement and Amendment, Shreveport
Acquisition
            Corp. (1)
10.9.3.1  Amended, Stock Option Agreement, Amendment and Second
Amendment,
            Shreveport Acquisition Corp. (1)
  10.9.4  Amended, Stock Option Agreement for employee, Robert
Dixon. (1)
  10.9.5  Amended, Stock Option Agreement for employee, Michael
Pate. (1)
  10.9.6  Amended, Stock Option Agreement for employee, Robert
Patten. (1)
10.9.7.1  Amended, Stock Option Agreement for employee, Shawn Nixon.
(1)
10.9.7.2  Amended, Stock Option Agreement for employee, Jeremy Zela.
(1)
10.9.7.3  Stock Option Agreement for employee, Phyllis Burke. (1)

  10.9.8  Stock Option Agreement for employee, Robert Cartagine. (1)

  10.9.9  Stock Option Agreement for employee, Frank S. Fuino, Jr.
(1)
10.10.1  Loan Agreement between the Company and Prometheus Trust.
(1)
10.10.2  Promissory Note between the Company and Prometheus Trust.
(1)
10.10.3  Loan Agreement between the Company and International
Caribbean
            Trust, Ltd. (1)
10.10.4  Promissory Note between the Company and International
Caribbean
            Trust, Ltd. (1)
10.10.5   Articles of Incorporation of Animal Passports, Inc. (1)
10.10.6   Bylaws of Animal Passports, Inc. (1)
10.10.7   Consent of BOD, of Animal Passports Inc., acting in lieu
of first
              meeting. (1)
10.10.8   Promissory Note between the Company and Butterfly Ltd.
Trust (2)
10.10.9 Loan Agreement between the Company and Butterfly Ltd. Trust (2)
10.10.10 Loan Agreement between the Company and Lilly Beter Capital
             Group, LTD. (3)
10.10.11 Promissory Note between the Company and Lilly Beter Capital
             Group, LTD. (3)
    27.1   Financial Data Schedule.
    99.1   Dual Smart Card Access, Patent Number # TX 3-639-032 for
the
              Company. (1)
    99.2   Amended Rothstein personal guarantee. (1)
    99.3   Database Services Agreement and Addendum (Florida). (1)

    99.4   Falcetta, Wachtel & Knochenhauer, LLC regarding the
Company. (1)


     (1)   Previously filed as an Exhibit to the Company's Registration
        Statement on Form SB-2 (File No. 333-52169).

     (2)   Previously filed as an Exhibit to the Company's Form
10QSB for the
        quarterly period ended March 31, 1999

     (3) Previously filed as an Exhibit to the Company's Form 10QSB
for the
        quarterly period ended June 30, 1999