<PAGE>

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        --------------------------------
                                  FORM 10-KSB/A
                        --------------------------------
(Mark One)
   (X)
                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999
                                       OR
         (  )
               TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             For the Transition period from ________ to ____________

                          Commission File No. 001-15179
                   ------------------------------------------
                                HoQUOTIENT, INC.
             (Exact name of registrant as specified in its charter)
                    -----------------------------------------
                    Virginia                                  54-1947753
          (State or other jurisdiction                     (I.R.S. Employer
         of Incorporation or organization)               Identification Number)

        12030 Sunrise Valley Drive, Suite 205                  20191
      (Address of principal executive offices)               (Zip Code)

           Issuer's telephone number, including are code: 703-716-0100
         Securities registered under Section 12(b) of the Exchange Act:

                                                  Name of each Exchange on
        Title of each class                          Which registered
        -------------------                       ------------------------
               None                                  OTC Bulletin Board

         Securities registered under Section 12(g) of the Exchange Act:
                    Common Stock, par value $.0001 per share
                                (Title of class)
                    -----------------------------------------

         Check whether the issuer (a) filed all reports required to be filed by
Section 13 of 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 ( )

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. (X)

         Revenues for its most recent fiscal year were:  $1,523,700

         The aggregate market value of the voting stock held by non-affiliates
computed by reference to the closing price of such stock, as of March 31, 2000
was $29,581,992. Non-Affiliates have been determined on the basis of holdings
set forth under Item 11 of this Annual Report on Form 10-KSB.

         At March 31, 2000, 12,659,867 shares of the registrant's common stock
(par value, $0001 per share) were outstanding.

                       Documents Incorporated by Reference

         The definitive proxy statement of HoQuotient Inc. in connection with
the annual meting to be held on or about June 14, 2000 is incorporated by
reference into Part III of this Form 10-KSB.

         Transitional Small Business Issuer:Yes  (  )  No (X)
================================================================================

<PAGE>

                        Forward-Looking Statement Notice

         When used in this report, the words "may," "will," "expect,"
"anticipate," "continue." "estimate." "project." "intend." and similar
expressions are intended to identify forward-looking statements with the meaning
of Section 27(a) of the Securities Act of 1933 and Section 21(e) of the
Securities Act of 1934 regarding events, conditions, and financial trends that
may affect the Company's future plan of operations, business strategy, operating
results, and financial positions,. Persons reviewing this report are cautioned
that any forward-looking statements are not guarantees of future performance and
are subject to risks and uncertainties and that actual results may differ
materially from those included within the forward-looking statements as a result
of various factors. Such factors are discussed under the headings in "Item 1.
Business," and Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations," and also include general economic factors
and conditions that may directly or indirectly impact the Company's financial
condition or results of operations.

                                     PART I

Item 1.  Description of Business

The Company

         HoQuotient, Inc. is a software development company which specializes in
designing, creating and marketing cost-effective custom software, information
collection and intranet network systems for the healthcare industry, which
includes not only hospitals but also ambulatory care centers, healthcare
networks, in-home care agencies, independent practice associations, clinics and
extended care facilities (sometimes herein referred to as "extended healthcare
facilities"). We strive to provide hospitals and extended care facilities with
an electronic information system to provide a single access to records of a
patient's care and medical history for the hospital/extended care facility and
its medical staff. This information consists of a compilation and integration of
data from all the various departments and many other sources within or outside





                                        2



<PAGE>

the hospital/extended care facility and provides a continuing analysis and
reporting of each patient's clinical treatments and results. This data can be
transmitted over an Internet based Virtual Private Network to a central
repository and is readily accessible to the healthcare facilities medical staff.
Our proprietary technology includes: the DataQual(R) software system, the
DataQuotient software system with the I-Linksm interface engine and the I-Linksm
Enterprise, a server on the hospital or other healthcare facility network which
is connected to a Central Data Repository. We also provide software maintenance,
system designs, consulting, installation, training and support to our customers
for all of our software products.

Organization and Historical Background

         HoQuotient, Inc. is a Virginia corporation, incorporated on May 20,
1999, and is the successor by merger to Integrated Healthcare Systems, Inc.
("IHS") which was a Delaware corporation organized in 1993 under the name of
Travel Technologies International, Inc. Our business and assets were owned and
operated by IHS until June 14, 1999 the effective date of the merger. Our
principal products consist of DataQual(R), DataQuotient, the I-Linksm interface
system and the I-Link(sm) software system Enterprise, which includes a Central
Data Repository. DataQual is a software system designed to capture information
on quality of care, risk management, costs and other aspects of the management
of patients in hospitals. DataQuotient is a software system designed to perform
many of the same care oversight functions as our DataQual system, but in
extended care facilities such as nursing homes. DataQual's and DataQuotient's
companion product, I-Link(sm), an interface engine, is designed to interconnect
and extract data from any and all healthcare facilities information systems in
the hospitals or extended care facilities. I-Link(sm) Enterprise is a system of
servers installed on the hospital's or other healthcare facilities local area
network (LAN), which acts as an intelligent data collection system, to extract,
cleanse, group and map hospital wide data. This data is then transmitted over an
Internet based Virtual Private Network to a Central Data Repository. We believe
there is a great need in the healthcare industry for products of this type, and
we intend to exploit that need.





                                        3



<PAGE>

Industry Background

         Managed healthcare is having a significant impact on the $1 trillion
healthcare industry, and this impact will, in our view, increase in the coming
years. There is tremendous ongoing pressure to contain costs, which is changing
the structure of healthcare payment from traditional fee for service
reimbursement to contract care reimbursement such as "capitation". This, in
turn, is creating a demand for the continuing analysis and reporting of clinical
treatments and their expected outcomes.

         To implement a program of payment based on medical outcomes, patients
must be tracked on a continuous basis, and data must not merely just stored in a
folder, but be available in a readily available, flexible digital form. This
permits monitoring of procedures used in patient treatment and the costs and
results of those procedures. While the last ten years has brought a dramatic
improvement in medical technology, there has yet to emerge a comprehensive
electronic information system providing a single accessible set of records of a
patient's care to the hospital or extended care facility. The result is
inefficiency, lack of coordination and, at times, danger to the patient.

         Information on patient treatments must be made accessible to doctors,
nurses and other medical decision-makers in a format that will help them to do
their jobs. This kind of clinical decision support requires the compilation and
integration of data from many sources within and outside the hospital. We
believe that this need will move healthcare providers to turn to more
sophisticated and comprehensive computer-based solutions to assist in the
medical management process.

         The increased demand for integrated information concerning patient care
has already made itself felt. The Joint Commission on Accreditation of
Healthcare Organizations ("JCAHO"), the principal national accreditation
organization for hospitals, and other private and government accrediting
organizations is requiring increased availability of information on such matters
as the verification of physician credentials, quality improvement, risk
management, access to medical records and infection control. JCAHO has coupled
these increasingly stringent quality control standards with a demand for
delivery of information through electronic filings. To meet these demands,
hospitals and other healthcare facilities are being forced to devote far greater
attention and resources to their data gathering and reporting programs
concerning the delivery of quality care than they have in the past.




                                        4



<PAGE>

         There are approximately 20,000 extended care facilities, and according
to the American Hospital Association, there are now approximately 5,200
hospitals in the United States, which represents our primary market focus.

Our Business Strategy

         Our long-term strategy is to become a leading provider of software
information products and services in the healthcare industry by responding to
the increased demand for information and data on quality of care, risk
management, costs and other matters concerning the management of
hospital/extended care facility patient care by the designing, development,
selling and maintenance of software systems which monitor the care of patients.
This in turn will empower the hospitals to contain costs, increase efficiency,
improve the quality of care and management of risk, management of patients.
Assuming appropriate financial resources, we intend to market DataQual,
DataQuotient and I-Link Systems and other derived systems to not only hospitals
and extended care facilities but also to ambulatory care centers, healthcare
networks, in-home care agencies, independent practice associations and other
healthcare clinics.

              Until recently we concentrated on the acute care hospital market,
which constitutes over 60% of the existing market for patient care information
delivery software. We have, most recently, begun to provide software systems to
the extended care market. Our strategy includes the following key elements:

              o Continue sales and installation of DataQual with the I-Link
                interface engine and provide enhancements of those products
                through additional research and development.

              o Begin sales and installations of DataQuotient with the I-Link
                interface engine to extended care facilities

              o Continue sales and installation of I-Link Enterprise and the
                Central Data Repository and enhancements of this product through
                additional research and development.


                                        5
<PAGE>


              o   Expanded marketing of these products through direct
                  implementation contracts and joint marketing agreements with
                  additional hospital associations, nursing home associations
                  and others, as well as the expansion of our direct sales
                  efforts focused on individual and groups of hospitals and
                  other types of healthcare facilities.

              o   Maintenance of our existing client base by providing support,
                  software upgrades and consulting services.

              o   Expansion of our operations through strategic merger and
                  acquisitions.

         Additionally we continue: (1) the marketing of these products to
existing customers and future customers; (2) the installation of the products in
newly licensed facilities; and, (3) the maintenance and updating of systems
already installed.

Products

DataQual

         DataQual is a modular healthcare system that can supply many of a
hospital's quality and risk management and analytical and reporting needs. Built
around the DataQual Data Repository, a relational database that runs stand-alone
or on local area networks (LANs) at the hospital, the system can gather data
from all information systems in a hospital, via the I-Link interface engine.
DataQual then integrates this data with pertinent quality and risk management
data, performs sophisticated analysis of the data and provides reports thereon,
in either paper or electronic form.

         The software system runs on an included Windows NT server, allowing it
to economically meet the hospital quality improvement and risk management needs
of many different size institutions. Its modular technology allows smaller
hospitals to buy the DataQual components they need and add more as their needs
change or their budget allows. The system is an integrated, standard-based
technology, highly adaptable to changing demands.

         Additionally, the DataQual system can take the hospital's sophisticated
quality and risk information that has been privacy formatted and send it, using
I-Link Enterprise, over an Internet based Virtual Private Network to our Central
Data Repository located at their affiliated healthcare group, to a state-wide
healthcare association and/or to an insurance company for performance
measurement and statistical analysis purposes.



                                       6

<PAGE>

              The DataQual system is composed of several modular systems and
sub-systems:

                     o DataQual - Quality Improvement System (QIS)
                     o DataQual - Risk Management System (RMS)
                     o I-Link interface engine
DataQual  - (QIS)

         DataQual QIS is a Windows-based, fully integrated software system,
which gathers and reports data on the quality of care delivered. The system
automates one of the most labor-intensive aspects of a hospital's operation:
data collection, assessment, tracking and reporting. DataQual QIS tracks the
entire quality improvement process from data collection, through data analysis
and problem identification to final problem resolution. The major modules
available with the DataQual QIS System are:

                     o Quality Improvement
                     o Staff Credentialing
                     o Utilization Management
                     o Infection Control

         Each module is priced and installable independently. This allows a
hospital to configure the system according to their initial quality improvement
requirements and then add other function system modules as they grow or as the
need arises. The system provides vital quality of care data to hospital
management and affiliated outside organizations for comparative analysis of
quality against costs in an era of great concern for the total quality of the
delivery of healthcare.

DataQual - (RMS)

         Tracking, comparing, reporting and evaluating the factors related to a
liability risk occurrence, incident or claim within or across hospitals is the
function performed by the DataQual Risk Management System (RMS). RMS brings





                                       7



<PAGE>


integrated occurrence, incident and claims tracking from hospital or groups of
hospitals through insurance carriers. RMS integrates into one unified risk
management system:
                   o Risk management
                   o Staff credentialing
                   o Worker's compensation features
                   o Quality monitoring and adjustment
                   o A risk data repository

         By capturing and tracking occurrences and incidents prior to becoming
claims, a hospital and its insurance carrier can identify the steps needed to
improve the quality of care delivered and, therefore, reduce risk occurrences
and costs. This process improvement can have dramatic effects on the delivery of
healthcare and provide significant cost savings.

         After risk related data capture at the hospital(s), DataQual- RMS can
feed information, using I-Link Enterprise, via an Internet based Virtual Private
Network into a Central Data Repository focused on risk, where risk information
analysis and reporting is performed. This analysis can incorporate other
hospitals privatized data and be shared with the hospitals for the purpose of
additionally reducing the risks associated with delivering cost-effective
quality healthcare.

         The DataQual Risk Management System runs on an included Windows NT
server in a stand-alone or networked mode. It also is available with the I-Link
interface engine, which provides non-invasive data connectivity and data
interchange with any number of disparate hospital information systems available
in the hospital. With I-Link in place, the entire spectrum of staff, patient and
visitor information is made available for context analysis and reporting by the
Risk Management System. The RMS system thus provides a unified and cost
effective hospital Risk Management System.

I-Link interface engine

         I-Link interface engine connects the DataQual quality and risk hospital
based data repositories to the disparate mainframe and client/server systems in
most hospitals, including the new automated patient records systems. This
recently redesigned interface engine is a non-invasive, intelligent software
module adhering to and complying with the healthcare industry standards for
electronic data interchange. I-Link is a sophisticated data capture tool, which
transfers data between disparate software applications, regardless of software
languages, operating systems or hardware platforms.


                                        8

<PAGE>


         We can customize I-Link to automatically query any hospital system for
the specific data required and then send that data to the hospital DataQual
repository. I-Link creates an interface without invading or altering host
applications and without the need to know an application's software source code,
file layouts or structures. I-Link is designed to fully address and resolve a
broad range of real-time interface requirements within a hospital environment.

         We believe that if combined, DataQual QMS, DataQual RMS, and I-Link
interface engine can meet the overall quality and risk data analysis and
reporting needs of hospitals and affiliated organizations.

DataQuotient

         The DataQuotient system, like its sister system DataQual, is a modular
healthcare system that can supply many of an extended care facilities quality
and risk management and analytical and reporting needs. Built around a data
repository, a relational database that runs stand-alone or on local area
networks (LANs) at the facility, the system can gather data from any available
information systems, via the I-Link interface engine. DataQuotient then
integrates this data with pertinent quality and risk management data, performs
sophisticated analysis of the data and provides reports thereon, in either paper
or electronic form.

         The software system is a bundled software system providing complete
quality and risk management for the extended care market. The System contains a
substantial portion of the functionality of the DataQual modules; Quality and
Risk Management, Utilization, Staff Credentialing and Infection Control, which
were combined into a single, full-function extended care facility quality and
risk management system. DataQuotient runs on an included Windows NT server, and
the entire system can be leased on a monthly basis or purchased by the extended
care facility and is priced to the market. The system is an integrated,
standards-based technology, highly adaptable to changing demands of the extended
care marketplace.




                                        9


<PAGE>


         Additionally, the DataQuotient system can take the facilities quality
and risk information that has been privacy formatted and send it, using I-Link
Enterprise, over an Internet based Virtual Private Network to our Central Data
Repository located at their affiliated healthcare group, to an extended care
association and/or to an insurance company for performance measurement and
statistical analysis purposes.

I-Link Enterprise

         The I-Link Enterprise system automates the collection of real time
hospital and extended care facilities clinical information, including DataQual
and DataQuotient quality and risk information, and sends it via an Internet
based "virtual private network", to a Central Data Repository healthcare
database. This virtual network, which uses an expanded version of our I-Link
interface engine, changes manual service bureau healthcare systems, which only
collect hospital/extended care facility billing data, into on-line, source data
collection systems for groups of hospitals and extended care facilities,
hospital association members or insurance company client hospitals.

         In-patient and outpatient clinical and quality and risk data is
collected, corrected, encrypted and sent, using I-Link Enterprise, to a client
Central Data Repository. Access to the data is then provided to affiliated
hospital and extended care facilities to facilitate performance improvement and
measurement strategies. Prior information collection methods utilized billing
data, which are many months to years old. This timely, very accurate tactical
information, which has not yet been transmuted into billing data, then becomes
extremely useful strategic information for all of the affiliated hospitals and
extended care facilities to use.

-I-Link Enterprise's- Central Data Repository

         I-Link Enterprise is used to first gather, cleanse and map data and
then populate remote Central Data Repositories with this hospital and extended
care facilities information via a private and secure Internet based Virtual






                                       10



<PAGE>

Private Network. The sophisticated, detailed and timely hospital/extended care
facility information is privacy formatted prior to sending to the Central Data
Repository. These repositories can be configured to contain information as
simple as liability risk incidents, up to one containing timely, complete
detailed hospital/extended care facility clinical, administrative and financial
information, including the DataQual and DataQuotient quality and risk data.
These I-Link Enterprise Central Data Repositories are used by hospital groups,
extended care groups, affiliated statewide hospital and extended care
organizations including hospital and extended care associations and insurance
carriers, for performance improvement measurement and statistical analysis
purposes.

Installation and Training

         Installation includes system design, file creation, system
implementation, training, consulting and system start-up. Our installation and
training procedures are designed to instruct the hospital and extended care
customer in data entry, report generation and retrieval. Our operations group
finalizes the testing and system acceptance by the customer. Customer training
is conducted at the customer site and includes up to a proportionate number of
initial product training days, depending on the system and modules purchased.

Support and Maintenance

         We provide software maintenance, system design, consulting,
installation, training and support for all of our software products. Support
teams, which include quality improvement nurses, registered nurses,
communications and software technicians and program developers, assist customers
throughout the course of their relationship with us. We also provide toll free
telephone and on-site support. Software maintenance is provided to all of our
customers. Along with telephone and on-site support, software enhancements are
included under license contracts. Customer support personnel are available to
answer questions and solve operational difficulties. The customer support group
works closely with the field support personnel to solve customer problems
on-site.




                                       11



<PAGE>


Sales and Marketing

         We generate sales opportunities through referrals, direct association
marketing, industry specific seminars, and trade conventions. Our sales staff
calls on potential customers to demonstrate the system and attempts to bring
software sales to closure.

         To date, we have focused our marketing efforts on hospital and extended
care associations in the United States, liability insurance companies and
selected referral opportunities. We intend to continue our current marketing
efforts, however, no assurance can be given that we will be able to generate
sufficient funds from our operations to enable us to undertake such activities
on an expanded basis.

         Management believes, based upon information received from JCAHO, that
healthcare provider's efforts for continuous quality improvement and total
quality management increasingly will not be limited to hospitals. Given this
market trend, management intends, given adequate financial resources, to market
the DataQual System to not only the hospital market segment but also to
ambulatory care centers, healthcare networks, in-home care agencies, independent
practice associations and clinics. We have in the past, sponsored an annual
national user conference, which includes seminars and training for DataQual
System users. Management believes it will continue sponsoring these conferences.

Customers

         We have installed the DataQual System in over 100 public and privately
owned hospitals and currently support approximately 40 hospitals that use our
systems. In addition, we have installed DataQual Systems in 29 states including
Puerto Rico. Our client base ranges in bed size from 30 to over 1,500 beds.

         We market our products and services to substantially all hospitals,
regardless of specialties, and all extended care facilities. We believe that the
DataQual and DataQuotient Systems, including the I-Link interface engine and the
I-Link Enterprise system, including the Central Data Repository, provides the
flexibility required for installation in most hospitals and extended care
facilities. We further believe that increasing portions of our sales of DataQual
are likely to be made in hospitals with 400 beds or less and to hospital
networks in both urban and rural areas. Our hospital customers include medical
teaching centers, government hospitals and large hospital groups. We also
believe, from our research, that the extended care marketplace is very
underserved in quality of care systems and will provide increasing portions of
our overall system sales.



                                       12

<PAGE>


Recent Large Contract Awards

         We have been awarded a number of contracts to automate the collection
of clinical healthcare information from hospitals throughout a state. The
largest contract is a statewide, five-year $3.1 million contract with the Ohio
Hospital Association ("OHA") to automate the collection, by a division of OHA
The Association for Hospitals and Health Systems, of its hospital clinical
information via an Internet based "virtual private network", to a statewide
Central Data Repository healthcare database. I-Link Enterprise, which uses this
virtual private network, changes a batch hospital service bureau system,
collecting billing data, into an on-line, data collection system for 189
statewide member hospitals, which are provided access to this data to facilitate
performance measurement strategies.

         This agreement followed two other contracts with OHA. One to conduct
the pilot phase of the 1999 Data Collection System, which was successfully
completed, and one to process their 1998 data, which was completed successfully.

         The second contract awarded, projected to be in excess of $1 million,
is to automate the collection of hospital risk incidents and to then implement a
centralized risk management and quality improvement system for the member
hospitals of the Alabama Hospital Association Trust (AHAT).

         This project creates an Internet based Virtual Private Network risk
management and quality improvement healthcare data collection system for 85
statewide hospitals. This will create the first statewide, Internet-based
healthcare risk and quality data collection and management system of its kind.
With this system, we are transforming a statewide manual, risk data submission
process into a fully automated one, extending on into a system utilizing
DataQual and DataQuotient to provide full quality improvement and measurement.

         By providing AHAT and its member hospitals and extended care facilities
with Internet access to a statewide, central source of timely risk event and
quality improvement information, we are producing a significant increase in the



                                       13


<PAGE>



hospitals and extended care facilities querying, tracking, reporting and
improvement capabilities. This combination of I-Link Enterprise and the DataQual
and DataQuotient System gives the AHAT members extensive tools to improve the
delivery of healthcare throughout the State of Alabama.

         We also have signed a comprehensive marketing agreement with a state
hospital association. The first of its kind is with the Center for Health
Affairs, Inc., a wholly owned subsidiary of the New Jersey Hospital Association.
("NJHA") Under the agreement, the Princeton-based Center for Health Affairs will
market DataQual, Quality and Risk Management Systems; along with the new I-Link
interface engine to the 84 acute care members of the NJHA.

         DataQual will be the tactical, quality improvement engine providing
NJHA's hospital members with staff credentialing, utilization review, risk
management and infection disease control functions, which are so integral to a
hospital's quality management activities. The joint marketing plan is to extend
the DataQual System into a statewide total quality improvement program for the
members of NJHA's Center for Health Affairs.

Competition

         The market for healthcare information systems is highly competitive. We
believe the principal competitive factors include the breadth and quality of
system and product offerings, access to proprietary data, the proprietary nature
of methodologies and technical resources, price and the effectiveness of
marketing and sales efforts.

         We compete with larger vendors such as McKesson HBOC, Inc., HCIA, Inc.
and Eclipsys, Inc., and with vendors whose sizes are similar to ours, such as
Medical Information Data Systems, Inc. ("MIDS"), Cantor and Associates and
LANDACORP. DataQual competitors include McKesson HBOC, Inc., offering a quality
and risk overview only competing system; and MIDS, Cantor and Associates and
LANDACORP offering similar systems, but non-modular systems. I-Link Enterprise
competitors include HCIA, Inc. offering batch data collection services to
hospital associations and state governments and; Eclipsys providing central data
repositories along with a DataQual competing product.





                                       14


<PAGE>



         Some of the our existing and potential competitors have significantly
greater research, development, financial, technical, marketing and personnel
resources and more extensive business experience than we do. As the market for
our products and services further develops, additional competitors may enter the
market and competition may intensify. There can be no assurance that we will be
able to maintain the quality of our software information products and services
relative to those of our competitors or continue to develop and market our
systems and services effectively or to compete successfully in new markets. We
are not aware of any recent announcements made on behalf of any of our
competitors or recent entrants into the healthcare information systems market,
which, in either case, would have a material adverse impact on our operating
results or financial position.

Software Research and Development

         We conduct research and development to enhance and expand our existing
product offerings. The open, modular design of the both the DataQual and
DataQuotient Systems allows us to develop additional features rapidly and to
modify the systems to accommodate customers in different environments. I-Link
Enterprise development utilizes similar modularity and object oriented
programming strategies.

         Our research and development expenditures for December 31, 1998 and
1999 were $69,308 and $352,311, respectively, which constituted approximately
33% and 23% of total revenues for such periods, respectively.

         Research and development priorities are derived from a combination of
strategic marketing requirements and customers' requests for additional
capabilities. New modules and enhancements are coordinated to optimize the
system as a whole and to ensure complete integration of the various
applications. We plan to continue development of the DataQual and DataQuotient
Systems with the I-Link interface engine and I-Link Enterprise, with the Central
Data Repository by continuing to expand the system's oversight and reporting
capabilities and information monitoring capabilities. This research and
development effort is focused on both existing products and new product
offerings. Although most of our products have been developed internally, we
believe that we can respond to changing market requirements more quickly by
acquiring complementary products or by licensing them for distribution either as
elements of our developed products or under private labels.



                                       15


<PAGE>



         The healthcare software industry is subject to rapid technological
advances and changes in client requirements. Our future success will depend to a
substantial degree upon our ability to enhance our current products and develop
and introduce new products that keep pace with technological developments,
respond to evolving client requirements, and continue to achieve market
acceptance. [See "Certain Factors That May Affect Future Results".... -
Dependence on Limited Number of Products--Need for New Technology" and "Risks of
Our Business - New and Uncertain Markets"].

Intellectual Property

         We regard the technology incorporated in our products as proprietary.
However, like many other software companies, we do not hold any patents and rely
upon a combination of copyright, trademark and trade secret laws and contractual
restrictions to protect our rights in the software products. To date, our policy
has been to pursue copyright protection for the software and related
documentation. We have a copyright and trademark registration in the United
States for "DataQual" and "I-Link". In addition, our key employees and
independent contractors and distributors are required to sign nondisclosure and
secrecy agreements. Despite our efforts to protect these proprietary rights,
unauthorized parties may attempt to copy aspects of our products or to obtain
and use information that we regard as proprietary. Policing unauthorized use of
our products is difficult, and we may not be able to determine whether or the
extent, if any to which piracy of our software products may exist.

         It may be possible for unauthorized third parties (including
competitors) to copy aspects of our products, whether or not in violation of our
rights. We believe that because of the complexity of the technical know-how
accumulated and possessed by us, our software management, key personnel, and the
rapid pace of technological change in the healthcare software industry, legal
protection is a less significant factor in our success than the knowledge,
ability and experience of our employees, the frequency of product enhancements
and the timeliness and quality of support services that we provide.

         DataQual, DataQuotient, I-Link and I-Link Enterprise generally are sold
pursuant to software license agreements, which, in most cases, grant customers a
nonexclusive, nontransferable license to use our products at a specified site
and contains terms and conditions prohibiting the unauthorized reproduction or
transfer of our products.



                                       16


<PAGE>

Government Regulation

         Our products and services are not currently subject to government
regulation per se. However, the United States Food and Drug Administration
("FDA") has promulgated a draft policy for the regulation of certain computer
products as medical devices under the 1976 Medical Device Amendments to the
Federal Food, Drug and Cosmetic Act. To the extent that computer software is
considered a medical device under the policy, computer software manufacturers
could be required, depending on the product, to (i) register and list their
products with the FDA, (ii) notify the FDA of, and demonstrate to the FDA, the
product's substantial equivalence to other products on the market before
marketing such product, and/or (iii) obtain FDA approval of such product by
demonstrating safety and effectiveness before marketing the product. In
addition, such products would be subject to other statutory controls, including
those relating to good manufacturing practices and adverse experience reporting.
Although it is not possible to anticipate the final form of the FDA's policy
with regard to computer software, we expect that, whether or not the draft is
finalized, the FDA is likely to become increasingly active in the regulation of
computer software intended for use in clinical settings.

         The United States healthcare industry is subject to extensive
government regulation relating to such matters as facility expansion, capital
expenditures and reimbursement policies. There can be no assurance that
reimbursement for our systems and services will be or continue to be available
or that future reimbursement policies of Medicare, the Healthcare Maintenance
Organizations ("HMO") and other third party payers will not adversely affect our
ability to sell our systems and services on a profitable basis. The effect of
future legislation and government regulation upon prospective clients may, in
certain circumstances, have a material adverse effect upon our business.
Conversely, changes in the regulatory environment have increased, and may
continue to increase, the needs of healthcare organizations for cost-effective
information management, thereby increasing the demand for our products and
services. In addition, comprehensive federal healthcare reform legislation
could, depending on the form in which such legislation may in the future, be
enacted, have a substantial impact on our business. We cannot predict the
impact, if any, of future legislation and government regulation on our business.




                                       17


<PAGE>

Product Warranty

         We provide a limited warranty for a period of 90 days that our software
is free from defects in material and workmanship and operates substantially in
accordance with functional specifications. We are not responsible for any defect
caused by the user having made any changes or misused or damaged its programs or
for damages in excess of amounts paid by the user to us. To date we have not
experienced any financial loss due to our warranties and, to our knowledge,
there have been no warranty claims filed or threatened. See "Certain Factors
That May Affect Future Results - Risk of Product Defects; Product Liability"

Compliance with Environmental Laws

         We have had no need to spend monies on compliance with local, state or
federal environmental laws.

Number of Employees

         As of March 1, 2000 we have 25 full time employees:

                Department                                 Number of Employees
                ----------                                 -------------------
                Sales and Marketing                                3
                Operations and Product Development                 18
                Administration                                     4

         We have recruited seasoned technical engineers with considerable
experience in the software industry. Alan W. Grofe', our President and Director
joined our Company in March of 1996. Prior to joining us he was President and
CEO of MarketLink, Inc. a direct marketing software company not affiliated with
our Company. Douglas A. Cohn, our Chairman and Chief Executive Officer joined
our Company in November 1999. He is also the President and Chief Executive
Officer of Internet Guide, Inc., a publishing firm that is affiliated with us
due to Internet Guide, Inc.'s ownership interest in us. Michael J. Black, our
former Chief Executive Officer and Chief Financial Officer is presently serving
in a consulting capacity until a new Chief Financial Officer is named. Mr. Black
has been with our Company since September 1994.

         We believe that our current staffing, cost structure, and current
operating plans will allow us an opportunity to compete effectively as a
supplier of information management software to the hospital, extended care
facilities and other healthcare markets.


                                       18


<PAGE>



Certain Factors That May Affect Future Results, Financial
Condition And The Market Price of Securities

COMPANY IN INITIAL STAGES             While we have been in existence for over
                                      five years, we are still in the initial
                                      stages of development and commercial
                                      exploitation of our principal products,
                                      DataQual and DataQuotient with the
                                      interface engine and I-Link Enterprise
                                      with its Central Data Reporting to
                                      continue to grow and become profitable: we
                                      must promptly complete the upgrade
                                      installations of DataQual in the presently
                                      licensed locations while continually
                                      adding new licensees; through the
                                      assistance of our marketing partners, sell
                                      and install new DataQual Systems; sell and
                                      install new DataQuotient Systems, complete
                                      the installation of I-Link Enterprise for
                                      the Ohio Hospital Association and Alabama
                                      Hospital Association Trust; and, all this
                                      while adding new hospital association
                                      clients and other types of healthcare
                                      facilities. This will be a formidable task
                                      for us because we have limited personnel
                                      and resources available.

WE HAVE A LIMITED                     We began operations in 1993. As a result,
OPERATING HISTORY                     any evaluation of our prospects and us
UPON WHICH YOU MAY                    will be based on a limited operating
EVALUATE US                           history. In  addition, our products have
                                      been recently developed and marketed and
                                      our business strategy has been revised.
                                      Consequently, our historical results of
                                      operations may not give you an accurate
                                      indication of our future results of
                                      operation or prospects.

WE HAVE AN                            We have incurred substantial losses since
ACCUMULATED DEFICIT,                  inception, and we anticipate that we will
AND ANTICIPATE                        continue to incur substantial losses. As
FUTURE LOSSES                         of December 31, 1999, we had an
                                      accumulated deficit of approximately $9.4
                                      million. We have experienced significant
                                      losses in connection with our development
                                      and marketing of our new products. We
                                      may experience continued operational
                                      losses until our sales volume increases
                                      significantly. See "Management's
                                      Discussion and Analysis of Financial
                                      Condition and Results of Operations -
                                      Liquidity and Capital Resources."


                                       19

<PAGE>


WE DO NOT GENERATE                    At our current level of development, we do
ENOUGH CASH FROM                      not generate net cash from operations. For
OPERATIONS TO FUND                    the years ended December 31, 1998 and
OUR GROWTH PLAN OR                    1999, we incurred net loss of $1.1 million
OUR CONTINUED                         and a profit of $1.5 million, after
OPERATIONS                            extraordinary income, respectively. To
                                      fund our operations, we require either
                                      additional financing or a substantial
                                      increase in the number of contract awards
                                      to generate additional operating revenue.
                                      We have relied upon raising capital
                                      through private placements and proceeds
                                      generated from the exercise of outstanding
                                      warrants during the past year. We plan to
                                      continue working with warrant holders to
                                      continue to generate capital from warrants
                                      exercised. There can be no assurance,
                                      however, that our liquidity goals will be
                                      reached in the immediate future, if ever.

WE HAVE SIGNIFICANT                   We may need to raise significant
FUTURE CAPITAL NEEDS                  additional funds in the near future to
WHICH ARE SUBJECT TO                  support our growth. If adequate funds are
THE UNCERTAINTY OF                    not available, on acceptable terms
ADDITIONAL FINANCING                  or at all, we may be unable to complete
                                      our expansion program, which would have a
                                      material adverse effect on our business,
                                      results of operations and financial
                                      condition. If additional funds are raised
                                      through the issuance of equity securities,
                                      current shareholders percentage ownership
                                      in our Company's equity will be reduced,
                                      shareholders may experience additional
                                      dilution in net book value per share, and
                                      the equity securities may have rights,
                                      preferences or privileges senior to those
                                      of the current issued and outstanding
                                      shares of Common Stock.

NEED FOR ADDITIONAL                   To continue and expand our operations, we
FINANCING                             must find new sources of both short and
                                      long term financing. Up to now, we have
                                      largely depended on private placements of
                                      our securities and the forgiveness of debt
                                      in exchange for stock to provide the funds
                                      needed to operate. There can be no
                                      assurance that these sources will continue
                                      to be available or will be adequate to
                                      give us the cash we require to meet our
                                      past, present and future needs. Our
                                      ability to continue and expand could be
                                      curtailed if capital investment cannot be
                                      obtained on satisfactory terms.

OUR INABILITY TO                      To manage our growth, we must implement
MANAGE GROWTH                         systems, and train and manage our
COULD HURT OUR                        employees. We may not be able to implement
BUSINESS                              these action items in a timely manner or
                                      at all. Our inability to manage growth
                                      effectively could have a material adverse
                                      effect on our business, operating results
                                      and financial condition. There can be no
                                      assurance that we will achieve our planned
                                      expansion goals, acquire new contract
                                      awards, develop and market new products,
                                      manage our growth effectively, or operate
                                      and service our existing and new business
                                      profitably.

WE FACE SUBSTANTIAL                   The market for healthcare information
COMPETITION                           systems is fragmented but highly
                                      competitive and such competition is
                                      expected to continue to increase. There
                                      are no substantial barriers to entry in
                                      this market and we believe that the
                                      Company's ability to compete depends upon
                                      many factors within and beyond its
                                      control. We believe the principal
                                      competitive factors include the breadth
                                      and quality of software systems and
                                      product offerings, access to proprietary
                                      data, the proprietary nature of our
                                      methodologies and technical resources,
                                      pricing and the effectiveness of marketing
                                      and sales efforts.


                                       20


<PAGE>


SMALL STAFF                           We now have only 25 employees. We
                                      estimate that to complete the work on hand
                                      to install DataQual in existing client
                                      hospitals, add new DataQual clients under
                                      our joint marketing agreements with the
                                      New Jersey Hospital Association and finish
                                      deployment of the two I-Link Enterprise
                                      contracts listed above, we will have to
                                      add substantially to this staff. This will
                                      be either through hiring more employees
                                      and/or by entering into alliances with
                                      other companies who can assist in these
                                      tasks. There can be no assurance that we
                                      will be able to do so.

DEPENDENCE ON KEY                     As a small company, we are highly
PERSONNEL.                            dependent on certain key employees, in
                                      particular on Douglas A. Cohn, its
                                      Chairman and Chief Executive Officer, Alan
                                      W. Grofe, its President and Chief
                                      Operating Officer and Michael J. Black,
                                      its Chief Financial Officer. The loss of
                                      any of them without qualified replacements
                                      would have a material adverse effect on
                                      our ability to conduct operations. We have
                                      not purchased "key man" insurance policies
                                      on any of them.

OUR SUCCESS IS                        We believe that our success will depend on
DEPENDENT ON OUR                      continued employment of our management
KEY PERSONNEL                         team. If one or more members of our
                                      executive management team were unable or
                                      unwilling to continue in their present
                                      positions, our business, financial
                                      condition and operating results could me
                                      materially adversely affected if we could
                                      not find qualified replacements. Our
                                      success also depends on having trained
                                      technical engineers. We will need to
                                      continue to hire additional personnel as
                                      our business grows. Competition for
                                      qualified technicians personnel is strong
                                      everywhere. Our business, financial
                                      condition and operating results will be
                                      materially adversely affected if we cannot
                                      hire and retain suitable technical
                                      personnel.

HISTORY OF LOSSES AND                 We have had continuous losses from
NEGATIVE WORKING                      operations and negative cash flow for our
CAPITAL                               entire history, as shown below:

                                                      Years Ended
                                               12-31-98        12-31-99
                                               --------        --------
        Loss from Operations:                $(1,010,665)     $(196,311)*

* Before extraordinary income

                                      Gains derived from debt reduction have
                                      resulted in a positive working capital
                                      position of approximately $1.0 million at
                                      December 31, 1999.



                                       21


<PAGE>


PAST DUE PAYABLES,                    We presently have past due obligations for
ACCRUED EXPENSES,                     which there are claims and judgments
CLAIMS AND                            totaling approximately $550,000, which is
JUDGMENTS                             a reduction of $1.1 Million from December
                                      31, 1998. Deferred payment terms have been
                                      negotiated with many of these creditors
                                      and critical services have not been
                                      suspended, nor has there been cancellation
                                      of orders due to delays in product
                                      delivery as a result. We intend to use the
                                      cash generated from operations to pay our
                                      trade and creditors. We may have an
                                      opportunity to discount or reduce some of
                                      the trade and other creditor debts. We, in
                                      all likelihood, will need to raise
                                      additional funds either from loans or
                                      additional equity and/or debt offerings
                                      during the next twelve months; however; no
                                      plans have been made. As of the date of
                                      this annual report, we do not now have the
                                      funds to pay these claims and
                                      simultaneously support current operations.

WE HAVE NOT PAID, AND                 We have not paid cash dividends on our
WILL NOT PAY, CASH                    common stock and have no present intention
DIVIDENDS                             of paying cash dividends in the
                                      foreseeable future. It is the present
                                      policy of the Board of Directors to retain
                                      all earnings to reinvest in the Company.
                                      See "Dividends."

PROVISIONS OF OUR                     The Company is a Virginia corporation.
ARTICLES OF                           Anti-takeover provisions of Virginia law
INCORPORATION,                        could make it more difficult for a third
BYLAWS, AND VIRGINIA                  party to acquire control of us, even if
LAW COULD MAKE                        such change in control would be beneficial
ACQUISITION OF US                     to shareholders. In addition, our
DIFFICULT                             articles of incorporation. Provide that
                                      our Board of Directors may issue preferred
                                      stock without shareholder approval. The
                                      issuance of preferred stock could make it
                                      more difficult for a third-party to aquire
                                      us, even if doing so would be beneficial
                                      for our shareholders.

DEPENDENCE ON                         Our business is almost exclusively
LIMITED NUMBER OF                     dependent at this time on three products,
PRODUCTS-- NEED FOR                   the DataQual System, with its I-Link
NEW TECHNOLOGY                        interface engine and I-Link Enterprise,
                                      with its Central Data Repository and
                                      DataQuotient. Although we plan to
                                      diversify our product line for the
                                      healthcare industry by developing new
                                      software applications to market to
                                      existing and new customers, the bulk of
                                      our sales during the next few years will
                                      come from DataQual and I-Link Enterprise
                                      and DataQuotient. In evaluating our
                                      products investors and shareholders should
                                      also be aware that we have a registered
                                      copyright on the DataQual System and a
                                      registered service market on I-Link.

                                      As advances occur generally in the fields
                                      of networking of computers and integration
                                      of database information, we will need to
                                      keep pace by continuing to enhance
                                      DataQual and its I-Link interface engine
                                      and I-Link Enterprise with its Central
                                      Data Repository to accommodate these
                                      developments. There can be no assurance
                                      that we will succeed in doing so.

                                       22



<PAGE>

NEW AND UNCERTAIN                     The markets for healthcare software and
MARKETS                               services are relatively new, and it is
                                      difficult to predict the rate at which
                                      these markets will grow or whether new or
                                      increased competition will result in
                                      market saturation. If demand for
                                      healthcare software products fails to
                                      grow, or grows more slowly than
                                      anticipated, or if the market becomes
                                      saturated with competitors, our operations
                                      will be materially and adversely affected.

INCREASING                            There are limited barriers to entry in the
COMPETITION                           healthcare software industry in which we
                                      operate. This market is extremely
                                      competitive and can be significantly
                                      influenced by the product developments and
                                      pricing decisions of its largest
                                      participants. We have already at least
                                      three active competitors that are now
                                      selling patient information management
                                      systems similar to DataQual and
                                      competitors selling statewide patient
                                      hospital billing information systems and
                                      services similar to I-Link Enterprise.
                                      Others may well appear in the future as
                                      the advantages of this kind of healthcare
                                      patient information database aggregation
                                      and integration and reporting system
                                      become apparent to hospitals and others in
                                      the healthcare management field. Many of
                                      our potential competitors are large
                                      software development and marketing
                                      companies who are fully capable of
                                      developing new software products that
                                      would offer substantial competition to
                                      DataQual, DataQuotient and I-Link
                                      Enterprise. There can, therefore, be no
                                      assurance that we will have the financial
                                      resources, technical expertise marketing
                                      and support capabilities to continue to
                                      compete successfully in this market.

GOVERNMENT                            The confidentiality of patient records
REGULATION                            and the circumstances under which these
                                      records may be released are subject to
                                      substantial governmental regulation
                                      governing both the disclosure and use of
                                      this information. While we believe that
                                      the DataQual, DataQuotient and I-Link
                                      Enterprise Systems comply with existing
                                      rules in substantially all jurisdictions,
                                      additional, more restrictive rules
                                      governing the dissemination of medical
                                      record information may require substantial
                                      changes in the Systems in the future and
                                      result in substantial costs to us. In
                                      addition, the U.S. Food and Drug
                                      Administration (the "FDA") have
                                      promulgated a draft policy for the
                                      regulation of certain computer products as
                                      medical devices. It is not possible at
                                      this time to anticipate the final form of
                                      the FDA's policy with regard to computer
                                      software, but we expect that, whether or
                                      not this draft policy is finalized, the
                                      FDA is likely to become increasingly
                                      active in regulating software intended for
                                      use in the healthcare industry. Our
                                      products could become subject to extensive
                                      regulation by the FDA.

                                      Except for the OHA, AHAT, and NJHA
                                      contracts described above (See "Business
                                      Recent Large Contract Awards") we have not
                                      had significant sales. We expect the
                                      growth in our sales to come primarily from
                                      others, such as independent
                                      representatives, joint marketing
                                      organizations and accessing existing
                                      distribution and fulfillment systems. We
                                      cannot be certain about our ability to
                                      attract and retain representatives and
                                      organizations until we have had greater
                                      experience with these groups and
                                      organizations. We also are uncertain about
                                      their sales effectiveness for our
                                      products.


                                       23
<PAGE>


RISK OF PRODUCT                       Software  products as complex as those
DEFECTS: PRODUCT                      offered by us might contain  undetected
LIABILITY                             errors or failures when first introduced
                                      or when new versions are released.
                                      Although we have not experienced material
                                      adverse effects resulting from any errors
                                      to date, there can be no assurance that,
                                      despite testing by us and by current and
                                      potential customers, errors will not be
                                      found in new versions of our products
                                      after commencement of shipments, resulting
                                      in loss of or delay in market acceptance,
                                      which could have a material adverse effect
                                      upon our business, operating results and
                                      financial condition. Although we do not
                                      maintain an "errors and omissions"
                                      insurance policy, our license agreements
                                      with our customers typically contain
                                      limited warranty provisions designed to
                                      limit our exposure to potential product
                                      liability claims. While we have not
                                      experienced product liability claims to
                                      date, the license and maintenance of our
                                      software products may entail the risk of
                                      successful claims. A successful product
                                      liability claim brought against the
                                      Company could have a material adverse
                                      effect on our business, operating results
                                      and financial condition.

POTENTIAL                             Our revenues may be subject to significant
FLUCTUATIONS IN                       variation from period to period due to the
PERIODIC RESULTS                      discretionary nature of healthcare
                                      software purchases and will be difficult
                                      to predict. Further, although our product
                                      line includes products with sales prices
                                      from $25,000 to over $200,000, the
                                      majority of our revenue is expected to be
                                      derived from products with sales prices
                                      from $25,000 to $120,000. As a result, the
                                      timing of the receipt and shipment of a
                                      single order can have a significant impact
                                      on our revenues and results of operations
                                      for a particular period. It also is
                                      expected that for the foreseeable future a
                                      relatively small number of customers will
                                      account for a significant percentage of
                                      our revenues. We anticipate that revenues
                                      in any quarter will be substantially
                                      dependent on orders booked and installed
                                      in that quarter and revenues for any
                                      future quarter will not be predictable
                                      with any significant degree of certainty.
                                      Product revenues also are difficult to
                                      forecast because the market for business
                                      healthcare software products is evolving,
                                      and our sales cycle may vary substantially
                                      with each customer. As our product
                                      develops, it is anticipated that we will
                                      operate with limited order backlog because
                                      our software products will typically be
                                      shipped shortly after orders are received.
                                      See "Management's Discussion and Analysis
                                      or Plan of Operations"

MAINTAINING A                         Before this offering, shares of the Common
MARKET FOR THE                        Stock have been traded on the OTC Bulletin
SECURITIES MAY NOT BE                 Board and there has been no other public
POSSIBLE IN THE                       market for our common stock or purchase
FUTURE                                warrants. We cannot predict the extent to
                                      which investor interest in the Company
                                      will lead to the development or
                                      maintenance of a trading market or how
                                      liquid that trading market might become.
                                      If a trading market does not develop or is
                                      not sustained, it may be difficult for the
                                      shareholders to sell their shares of
                                      common stock at a price that is attractive
                                      to them.

<PAGE>


EXTERNAL FACTORS                      Fluctuations in the trading price of our
COULD AFFECT OUR                      common stock and purchase warrants may
COMMON STOCK                          result from a number of factors, some of
TRADING PRICE                         which are beyond our control, including:

                                      o general economic and stock market
                                        conditions;
                                      o actual or anticipated fluctuations in
                                        our operating results;
                                      o changes in expectations as to our future
                                        financial performance or
                                      o changes in financial estimates by
                                        securities analysts;
                                      o earnings and other announcements by, and
                                        changes in market valuations of other
                                        comparable companies and
                                      o trading of our common stock and purchase
                                        warrants.

                                       24


<PAGE>

OUR STOCK PRICE MAY                   In addition, the stock market in general
BE EXTREMELY                          has experienced extreme volatility that
VOLATILE AND                          often has been unrelated to the operating
SHAREHOLDERS MAY                      performance of particular companies. These
NOT BE ABLE TO RESELL                 broad market and industry fluctuations may
THEIR SHARES OR                       adversely affect the trading price of our
WARRANTS AT A                         common stock and purchase warrants,
PROFITABLE PRICE                      regardless of our actual operating
EXERCISE OF COMMON                    performance. You may not be able to resell
STOCK PURCHASE                        your shares or warrants at or above the
WARRANTS MAY HAVE                     offering price.
A DILUTIVE EFFECT
ON OUR SHAREHOLDERS                   Prior to the annual report pursuant to
                                      various private placement offerings
                                      8,111,255 Common Stock Purchase Warrants
                                      were issued and are currently outstanding.
                                      These warrants will be exercisable from a
                                      one to five year period at exercise prices
                                      ranging from $.75 to $7.00 per share.
                                      Certain of these warrants may have certain
                                      dilutive effects because to holders of the
                                      Warrants will be given the opportunity to
                                      profit from a rise in the market price of
                                      the underlying securities with a resulting
                                      dilution in the interests of our other
                                      security holders and future investors.

                                      We have also agreed, at the request of the
                                      holders of the Warrants, under certain
                                      circumstances, that we will register under
                                      federal and state securities laws the
                                      Warrants or the securities underlying the
                                      Warrants. Exercise of these registration
                                      rights may involve substantial expense to
                                      us at a time when we may not be able to
                                      afford cash expenditures. Exercise of
                                      these registration rights may also
                                      adversely affect the terms upon which we
                                      may obtain additional funding, and may
                                      adversely affect the price of the common
                                      stock.









                                       25
<PAGE>


ITEM 2. Properties

         At present, we lease a 3,682 square feet of office space, located at
12030 Sunrise Valley Drive, Suite 205, Reston, Virginia 20191. We currently have
a two-year sub-lease, which ends on May 21, 2001. The rent is $8,898 a month.
These premises should suffice for our administrative offices for the foreseeable
future.

ITEM 3.  Legal Proceedings

         On January 10, 1997 the Internal Revenue Service ("IRS") filed in the
Circuit Court for the County of Fairfax, Virginia a Notice of Federal Tax Lien
in the amount of $386,234.73 against us for employment withholding tax
liabilities of Integrated Systems Technology, Inc. ("IST") formerly a wholly
owned subsidiary of ours acquired in 1995. It is the opinion of our special
counsel, Carr Goodson Lee & Warner P.C., Washington D.C.; that there is no
"alter ego" liability on the part of us and that the lien filed against us is
wrongful and should be released. We have made efforts to get the lien released
but the IRS has refused. In the meantime, the IRS since the filing of the Notice
has not made any effort to enforce it against us. In the event the lien is not
released, we may have to bring a suit against the IRS in the Federal courts for
wrongful levy.

         Other suits arising in the ordinary course of business are pending
against us. We believe the ultimate outcome of these actions will not result in
a material adverse effect on our consolidated financial position, results of
operations or cash flows.

ITEM 4.  Submission of Matter to a Vote of Security Holders
         NONE

                                       26

<PAGE>


                                     PART II

ITEM 5.  Market for Common Equity and Related Stockholder Matters

(a)      Our Common Stock is traded on the NASDAQ Bulletin Board.
(b)      Our Common Stock was listed on the NASDAQ Bulletin Board on
         approximately April 16 of 1996.
(c)      Our Common Stock is approved for trading on the NASDAQ Over the Counter
         Bulletin Board, trading under the stock symbol "HQNT". The chart below
         breaks down the high bid and the low bid prices for each of the last 8
         quarters (as reported by NASDAQ Trading & Market Services) which
         quotations reflect inter-dealer prices, without retail mark-up,
         mark-down or commission, and may not reflect actual transactions.

         During 1998, 1999 and the first quarter of 2000, our high and low
prices were as follows:

                                    HIGH                      LOW
                                    ----                      ---
1998
----
1st Quarter                         1.40                      1.25
2nd Quarter                         1.40                       .59
3rd Quarter                         2.00                       .94
4th Quarter                         2.75                       .60

1999
----
1st Quarter                         1.06                       .50
2nd Quarter                         3.93                       .44
3rd Quarter                         1.43                       .56
4th Quarter                         2.06                       .50

2000
----
1st Quarter                         7.06                      1.46

         On April 11, 2000 the closing prices of our Common Stock were $4.00 bid
and $4.0625 asked, as quoted on the NASDAQ OTC Bulletin Board.

         The Articles of Incorporation authorize the issuance of 100,000,000
shares consisting of 90,000,000 shares of Common stock and 10,000,000 shares of
series Preferred Stock. The Common Stock has a par value of $0.0001 per share
and the series Preferred Stock shall have such par value, as the Board of
Directors shall determine. No Preferred Stock shares have been issued.

         At the time of the merger, effective June 14, 1999, the certificate of
incorporation of the predecessor corporation, Integrated Healthcare Systems,
Inc., formed in March of 1993 authorized the issuance of 50,000,000 shares of
common stock having a par value of $0.0001 per share.

         There are approximately 820 holders of record of our Common Stock.

                                       27

<PAGE>

Common Stock Issued in 1999

         Pursuant to a private placement of Common Stock under Regulation, Rule
504 of the Securities Exchange Act of 1934, we issued 1,937,078 shares of common
stock under Regulation D, Rule 504 at an aggregate price of $.51 per share in
exchange for $533,833 in cash and $457,704 in debt conversion and other
expenses. These shares were issued from January 1999 through November 1999.

         Pursuant to the exercise of Common Stock Purchase Warrants issued in a
private placement and pursuant to a Regulation D, Rule 506 of the Securities Act
of 1934, we issued 460,000 shares of our common stock to holders of the warrants
upon exercise of 460,000 warrants at an issuance price of $.25 per share. These
warrant had previously been purchased at a price of $1.00 per warrant, for an
aggregate price of $1.25 per share, and pursuant to an agreement to reduce the
exercise price of the warrants from $.75 to $.25 per share for a period of 60
days. In conjunction with these transactions, we also issued 100,000 shares of
our common stock to the placement agent at $.50 per share, net of commissions
for $25,000 in cash.

         In June 1999 we issued 99,000 shares of our common stock to holders of
warrants at an exercise price of $0.50 per share in exchange for debt repayment
and 30,000 shares of our common stock to a holder of warrants at an exercise
price of $0.75 per share in exchange for $22,500 in cash.

         In August 1999 we issued 500,000 shares of our common stock, which are
subject to the restrictions of Rule 144, of the Securities Act of 1933, at $2.00
per share in exchange for 153,245 shares of Internet Guide, Inc. ("IGI") common
stock, which was issued under a Regulation A offering at $6.50 per share. In
September 1999 we used 28,893 of the IGI shares we received in the exchange to
retire $392,878 in notes payable, accrued expenses and accounts payable. As part
of the exchange agreement with IGI, we issued 250,000 warrants to purchase
250,000 shares of our common stock at an exercise price of $2.00 per share and
250,000 warrants to purchase 250,000 shares of our common stock at an exercise
price of $1.00 per share.

                                       28



<PAGE>

         From September through October 1999 we issued a total of 161,160 shares
of our common stock, which are subject to the restrictions of Rule 144 of the
Securities Exchange Act of 1934 in exchange for an aggregate of $482,950 in
notes payable and accrued interest: 16,667 shares at $.84 per share; 41,500
shares at $.94 per share; and 2,872 shares at $.78 per share.

         From August through December, 1999 we issued 552,909 shares of common
stock which are subject to restrictions under Rule 144 of the Securities
Exchange Act of 1934 in exchange for an aggregate of $284,288 in cash, $50,000
in notes and $35,000 in prepaid expenses as follows: 131,000 shares at $.50 per
share; 390,909 shares @ $.69 per share and 40,000 shares at $.88 per share;

         From November through December, 1999 we issued 28,864 shares of common
stock which are subject to restrictions under Rule 144 of the Securities
Exchange Act of 1934 in exchange for an aggregate of $28,293 in cash under terms
of a special employee stock purchase program under which employees could
purchase stock at the closing price at the end of each pay period from November
15 through December 31, 1999 with the Company matching the shares on a one for
one basis. In the program, the following shares were issued: 10,762 shares at
$.78 per share, 11,732 shares at $.81 per share, 4,020 at $1.41 per share and
2,350 at $2.00 per share. 28,864 shares were issued by the Company to employees
under the matching term of this program.

         In December 1999, we issued 185,000 shares of common stock, which are
subject to restrictions under Rule 144 of the Securities Exchange Act of 1934 in
exchange for a note in the amount of $323,750, which is due by May 31, 2000 at
$1.75 per share.

         Employee Stock Purchase Program. The Company instituted a short term
non-qualified employee stock purchase program under which all employees could
purchase restricted common stock from the Company at a purchase price equivalent
to the closing price on the date of purchase. Under this program, which was in
effect from November 15, 1999 through December 31, 1999, the Company matched all
stock purchases on a one for one basis. During this period 28,864 shares were
purchased at prices ranging from $.78 per share to $2.00 per share and 28,864
shares were issued under the matching terms.

         Subsequent Events. On April 5, 2000 the Company announced an agreement
in principle with MDHome.com, a provider of information to the healthcare
community to exchange 500,000 shares of the Company's restricted common stock
for 2,500,000 convertible preferred shares and 350,000 common stock purchase
warrants of MDHome.com.

         In December 1999, we issued 2,999,750 shares of common stock upon the
exercise of warrants as follows: 2,999,750 shares of common stock were issued to
Internet Guide, Inc., an affiliate of the Chairman of the Board of Directors,
upon the exercise of a warrant held by the affiliate at an exercise price of
$1.00 per share in exchange for 461,500 shares of Internet Guide, Inc. common
stock, and 300,000 shares of common stock were issued to the holder of a warrant
at an exercise price of $.50 per share in exchange for $150,000 in marketable
securities

                                       29

<PAGE>

Warrants Issued in 1999

         In April 1999, we issued 399,000 warrants to purchase 399,000 shares of
our common stock at an exercise price of $.50 per share for financial services
rendered. Of these warrants 99,000 were exercised in June 1999 and 300,000 were
exercised in December 1999.

         In September 1999, we issued 25,000 warrants to purchase 25,000 shares
of our common stock at an exercise price of $.75 per share to a Director in lieu
of compensation for serving as director for calendar year 1998. We also issued
1,000,000 warrants to purchase 1,000,000 shares of our common stock at an
exercise price of $.75 per share to officers for a period of five years. These
warrants were issued in lieu of the implementation of an executive management
stock option program.

         In October 1999, we issued 200,000 warrants at an exercise price of
$1.00 per share for a three-year period to key outside professionals in exchange
for services rendered.

         In November 1999, we issued 3,000,000 warrants to Internet Guide, Inc.,
an affiliate of our Chairman and Chief Executive Officer at an exercise price of
$1.00 per share for a period of one year. These warrants were exercised by
exchanging 461,500 shares of Internet Guide, Inc. common stock as consideration.

         In December 1999, we issued 356,147 warrants at an exercise price of
$1.00 per share for a period of three years to an affiliate of our Chairman and
Chief Executive Officer as consideration for services rendered in our debt
reduction program.

         In December 1999, the Company issued 300,000 warrants at an exercise
price of $1.00 per share for a period of three years to key employees. The
warrants are issued in lieu of the Company implementing a formal stock option
program.

         In December 1999, the Company issued 750,000 warrants to the Chairman
of the Board at an exercise price of $1.00 per share.

         At December 31, 1999 warrants to purchase 13,746,255 shares of common
stock exercisable at varying dates through September 2004 at prices from $.75 to
$7.00 per share were outstanding. Of the 13,746,255, warrants, 7,526,784
warrants were issued by the Company to the holders of IHS common stock as of

                                       30



<PAGE>

June 14, 1999. Each warrant allows the holder to purchase one share of the
Company's common stock at $5.00 for a period of five years, expiring in June
2004.

Subsequent Events

         On February 29, 2000 we announced an exchange of common stock for
approximately 5,000,000 Class A Redeemable Warrants issued to stock holders of
record on June 14, 1999 at a conversion rate of one share of common stock for
every seven warrants with accredited investors. In conjunction with this
exchange program, we announced a Call of the remaining Class A Warrants pursuant
to the call provisions of the Warrant with October 3, 2000 as the redemption
date.

Dividend

         We have never had net profits on operations and therefore are currently
proscribed under the Virginia Code from declaring dividends. We have not paid
any cash dividends on our Common Stock. Our Board of Directors has no present
intention of declaring any cash dividends, as we expect to re-invest all profits
in the business for additional working capital for continuity and growth. Our
Board of Directors considering the conditions then existing, including our
earnings, financial condition, capital requirements, and other factors will
determine the declaration and payment of dividends in the future.

ITEM 6.  Management's Discussion and Analysis or Plan of Operations

         (To be filed with Amendment No. 1 to this Form 10-KSB)

ITEM 7.  Financial Statements

         (To be filed with Amendment No. 1 to this Form 10-KSB)

ITEM 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.
         NONE

                                       31

<PAGE>


                                    PART III

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

         The information required by this Item is incorporated by reference from
the Company's definitive proxy statement to be filed with the Commission prior
to 120 days after December 31, 1999.

ITEM 10. Executive Compensation.

         The information required by this item is incorporated by reference from
the Company's definitive proxy statement to be filed with the Commission prior
to 120 days after December 31, 1999.

ITEM 11.  Security Ownership of Certain Beneficial Owners and Management

         The information required by this item is incorporated by reference from
the Company's definitive proxy statement to be filed with the Commission prior
to 120 days after December 31, 1999.

ITEM 12.  Certain Relationships and Related Transactions

         The information required by this item is incorporated by reference from
the Company's definitive proxy statement to be filed with the Commission prior
to 120 days after December 31, 1999.

ITEM 13. Exhibits and Reports on Form 8-K

         a)       The following financial statements are filed as part of this
                  report:

                  Financial Statements.

                          1)  Balance Sheet as of December 31, 1999.

                          2)  Statements of Operations for the period ended
                              December 31, 1999 and 1998 and cumulative form
                              March 3, 1993, (date of inception) to December 31,
                              1999.

                          3)  Statements of Cash Flows for the period ended
                              December 31, 1999 and 1998 and cumulative form
                              March 3, 1993 (date of inception) to December 31,
                              1999.

                          4)  Statements of Stockholders' Equity for the period
                              from March 3, 1993 (date of inception) to December
                              31, 1999.

                                       32


<PAGE>

                          5)  Notes to Financial Statements.

                          6)  Independent Accountant's Report.

         b)       Reports on Form 8-K

         During the fiscal year ended December 31, 1999 the Company did not file
any Current Reports on Form 8-K.

         c)       Exhibits:

         Exhibit
         Number            Description
         ------            -----------

         3.1               Copy of the Certificate of Incorporation of the
                           predecessor corporation under the name of Travel
                           Technologies International, Inc. (1)
         3.2               Copy of Restated Certificate of Incorporation of the
                           predecessor corporation, which among other things
                           changes its name to Traverse Technologies, Inc. (1)
         3.3               Copy of Amendment to the Restated Certificate of
                           Incorporation, changing the name of the predecessor
                           corporation to Integrated Healthcare Systems, Inc.(1)
         3.4               Copy of the Certificate of Renewal of Integrated
                           Healthcare Systems, Inc. as filed with the State of
                           Delaware (2)
         3.5               Copy of the By-Laws of the predecessor corporation
                           (1)
         3.6               Copy of the Certificate of Incorporation of IHS of
                           Virginia, Inc. a wholly owned subsidiary. (2)
         3.7               Copy of the Certificate of Renewal of the IHS of
                           Virginia, Inc as filed with the State of Delaware (2)
         3.8               Copy of the By-Laws of IHS of Virginia, Inc. (2)
         3.9               Copy of the Articles of Incorporation our Company as
                           filed with the State of Virginia on May 20, 1999 (2)
         3.10              Plan of Merger between IHS and the Company effective
                           June 14, 1999. (2)
         3.11              Articles of Merger effective June 14, 1999 as filed
                           with the State of  Virginia (2)
         3.12              Agreement of Merger as filed with State of Delaware
                           (2)
         3.13              Copy of the By-Laws of the Company (2)
         3.14              Certified copy of the Certificate of Incorporation of
                           The DataQual Group, Inc. a wholly owned subsidiary
                           920
         3.15              Copy of the By-Laws of the DataQual Group, Inc. (2)
         4.1               Form of Certificate evidencing shares of Common Stock
                           of the Company. (2)
         4.2               Warrant Certificate for 325,000 warrants issued to
                           the Steven W. Bingaman 1996 Trust. (2)
         4.3               Warrant Certificate for 40,000 warrants issued to
                           Asset Growth Partners, Inc. (2)
         4.4               Warrant Certificate for 50,000 warrants issued to
                           Mark Wachs (2)
         4.5               Warrant Certificate for 1,190,000 warrants issued to
                           Aesop Financial Corporation together with Assignment
                           thereof to Appleby Partners, Ltd.  (2)
         4.6               Form of 1995 Redeemable Bridge Warrants (2)
         4.7               Form of Warrant Certificates issued to Investors,
                           Placement Agents and Investment Banker in 1997 and
                           1998  (2)

                                       33

<PAGE>

         4.8               Form of Warrant Certificates issued to management
                           executives, and consultants (2)
         4.9               Form of Class A Redeemable Common Stock Purchase
                           Certificate (2)
         4.10              Warrant Agreement between the Company and the Warrant
                           Agent covering the Class A Common Stock Warrants (2)
         10.1              Form of Software License and Support Agreement (2)
         10.2              Form of Licensed Software Agreement (2)
         10.3              Form of Software Maintenance Agreement (2)
         10.4              Form of DataQual(R) for Windows and I-Link(sm)
                           Upgrade Addendum (2)
         10.5              (a) Form of Executive Employment Agreement (2)
                           (b) Forms of Employment for key Employees (2)
         10.6              Sublease Agreement dated as of May 21, 1999 (2)
         21.1              Subsidiaries of Registrant (2)
         23.1              Consent of Kaufman Davis PC for Annual Statement,
                           December 31, 1997 and 1998(2)
         23.2              Consent of Kaufman Davis, PC for Annual Statement,
                           December 31, 1999
         27.2              Financial Data Schedule for


               (1)  Incorporated by reference to the Company's Regulation Form
                    1-A Offering Statement of Integrated Healthcare Systems,
                    Inc. (the predecessor corporation) filed on Form 1-A under
                    the Securities Act of 1933 as emended (file No. 24-3450).

               (2)  Incorporated by reference to the Company's Registration
                    Statement on Form 10-SB (File No. 001-15179).

                                       34