FORM 10-QSB

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended September 30, 1999

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from ________ to ___________.


                         Commission file number 0-21853


                         CADAPULT GRAPHIC SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)


                 Delaware                             87-0475073
       (State or other jurisdiction of              (IRS Employer
        incorporation or organization)            Identification No.)


               110 Commerce Drive, Allendale, New Jersey  07401
                   (Address of principal executive offices)


                                (201) 236-1100
                         (Issuer's telephone number)

      Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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  [   ]


                     APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  As of November 2, 1999,
the issuer had 3,137,460 shares of common stock, par value $.001 per share,
outstanding, of which 50,000 shares are presently being held in escrow.

Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]

                                     -1-

<PAGE>

                         CADAPULT GRAPHIC SYSTEMS, INC.
                                AND SUBSIDIARIES

             FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1999


      Cadapult Graphic Systems, Inc., a Delaware corporation, and Media
Sciences, Inc., a wholly-owned New Jersey corporation, are collectively
referred to as "Cadapult" or the "Company" in this Form 10-QSB.


                              TABLE OF CONTENTS

                                                                  Page No.

PART I - FINANCIAL INFORMATION

Item 1.     Consolidated Balance Sheets as of September 30,           4
            1999 and June 30, 1999

            Consolidated Statements of Operation For the Three        5
            Months Ended September 30, 1999 and 1998

            Consolidated Statement of Changes in Shareholder's        6
            Equity For the Three Months Ended September 30, 1999

            Consolidated Statements of Cash Flows For the Three       7
            Months Ended September 30, 1999 and 1998

            Notes to Consolidated Financial Statements                8

Item 2.     Management's Discussion and Analysis of Financial        11
            Condition and Results of Operations

PART II.    OTHER INFORMATION

Item 1.     Legal Proceeding                                         14

Item 2.     Changes in Securities                                    14

Item 4.     Submission of Matters to a Vote of Security Holders      15

Item 5.     Other Information                                        15

Item 6.     Exhibits and Reports on Form 8-K                         16

                                     -2-

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

Index to Financial Statements:

Consolidated Balance Sheets as of September 30,
1999 and June 30, 1999

Consolidated Statements of Operation For the Three
Months Ended September 30, 1999 and 1998

Consolidated Statement of Changes in Shareholder's
Equity For the Three Months Ended September 30, 1999

Consolidated Statements of Cash Flows For the Three
Months Ended September 30, 1999 and 1998

Notes to Consolidated Financial Statements

                                     -3-

<PAGE>

               Cadapult Graphic Systems, Inc. and Subsidiaries
                         Consolidated Balance Sheets

<TABLE>
                                                                              September 30,       June 30,
            ASSETS                                                                1999              1999
                                                                              (Unaudited)
                                                                              ------------      ------------
<S>                                                                           <C>               <C>
CURRENT ASSETS:
   Cash                                                                       $     51,250      $     33,157
   Accounts Receivable, less allowance for doubtful accounts of $35,000          1,548,667         1,950,399
   Attorney Escrow Account                                                          50,000                 -
   Inventories                                                                   1,189,127         1,276,621
   Prepaid expenses and other current assets                                       278,736            77,471
                                                                              ------------      ------------
      Total Current Assets                                                       3,117,780         3,337,648

PROPERTY AND EQUIPMENT, NET                                                        627,605           627,029

OTHER ASSETS:
   Goodwill and other intangible assets                                            822,341           835,889
   Deferred acquisition costs                                                       37,720            34,542
   Security Deposits                                                                29,150            33,523
                                                                              ------------      ------------
                                                                                   889,211           903,954

TOTAL ASSETS                                                                  $  4,634,596      $  4,868,631
                                                                              ============      ============

            LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Note payable to Bank                                                       $  1,282,380      $  1,677,024
   Current maturities of long-term debt                                             87,333            87,547
   Accounts Payable                                                              1,935,046         1,710,861
   Accrued Expenses and other current liabilities                                   52,769           131,767
   Deferred Revenue                                                                316,294           294,089
                                                                              ------------      ------------
                                                                                 3,673,823         3,901,288

OTHER LIABILITIES:
   Long-term debt, less current maturities                                          63,332            69,445
   Note payable to related party                                                    20,832            20,832
                                                                              ------------      ------------
                                                                                    84,164            90,277

COMMITMENTS
SHAREHOLDERS' EQUITY
   Common Stock, .001 par value,
      Authorized 20,000,000 shares; issued  3,137,461
      in September and 3,058,308 in June                                             3,137             3,058
   Preferred Stock, .001 par value,
      Authorized 5,000,000 shares; no shares issued in September and June
   Additional paid-in capital                                                    1,317,594         1,171,782
   Retained earnings (deficit)                                                    (444,123)         (297,774)
                                                                              ------------      ------------
      Total Shareholders' equity                                                   876,608           877,066

Total Liabilities and Shareholders' Equity                                    $  4,634,596      $  4,868,631
                                                                              ============      ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                     -4-

<PAGE>

               Cadapult Graphic Systems, Inc. and Subsidiaries
                    Consolidated Statements of Operations
                                 (Unaudited)

<TABLE>
                                                           Three Months Ended
                                                              September 30,
                                                         1999              1998
                                                     ------------      ------------
<S>                                                  <C>               <C>
NET SALES                                            $  3,149,164      $  1,943,161
                                                     ------------      ------------

COSTS AND EXPENSES :
    Cost of sales                                       2,281,196         1,399,500
    Selling, general and administrative expenses          950,616           716,171
                                                     ------------      ------------

LOSS FROM OPERATIONS                                      (82,648)         (172,511)

INTEREST EXPENSE, NET                                      63,701            25,801
                                                     ------------      ------------

LOSS BEFORE INCOME TAXES (CREDITS)                       (146,349)         (198,312)

INCOME TAXES (CREDITS):
    Current                                                     -                 -
    Deferred                                                    -           (39,000)
                                                     ------------      ------------
                                                                -           (39,000)

NET LOSS                                             $   (146,349)     $   (159,312)
                                                     ============      ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING              3,078,652         2,704,953
                                                     ============      ============

NET LOSS PER COMMON SHARE -
    BASIC AND DILUTED                                $      (0.05)     $      (0.06)
                                                     ============      ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                     -5-

<PAGE>

               Cadapult Graphic Systems, Inc. and Subsidiaries
          Consolidated Statement of Changes in Shareholders' Equity
                For the Three Months Ended September 30, 1999
                                 (Unaudited)

<TABLE>

                                                            Common Stock        Additional                   Total
                                                      -----------------------     Paid-in     Retained   Shareholders'
                                                        Shares       Amount       Capital     Earnings      Equity
                                                      ----------   ----------   ----------   ----------   ----------
<S>                                                   <C>          <C>          <C>          <C>          <C>
BALANCES, JUNE 30, 1999                                3,058,308   $    3,058   $1,171,782   $ (297,774)     877,066

PERIOD ENDED SEPTEMBER 30, 1999
   Sale of Common Stock  through Private Placement        60,000           60      119,640            -      119,700
   Issuance of Common Stock for services                  15,000           15       20,985            -       21,000
   Exercise of employee stock options                      4,153            4        5,187            -        5,191
   Net loss                                                    -            -            -     (146,349)    (146,349)
                                                      ----------   ----------   ----------   ----------   ----------

BALANCES, SEPTEMBER 30, 1999                           3,137,461   $    3,137   $1,317,594   $ (444,123)  $  876,608
                                                      ==========   ==========   ==========   ==========   ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                     -6-

<PAGE>

               Cadapult Graphic Systems, Inc. and Subsidiaries
                           Statements of Cash Flows
                                 (Unaudited)

<TABLE>
                                                                        Three Months Ended
                                                                           September 30,
                                                                      1999              1998
                                                                  ------------      ------------
<S>                                                               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                      $   (146,349)     $   (159,312)
    Adjustments to reconcile net loss to net cash
      flows from operating activities:
         Depreciation and amortization                                  72,081            31,381
         Deferred income taxes                                               -           (39,000)
         Issuance of Common Stock and Warrants for services             21,000            13,042
         Changes in operating assets and liabilities:
             Accounts receivable                                       401,732           466,213
             Inventories                                                87,494           332,155
             Prepaid expenses and other current assets                (201,265)          (14,489)
             Security deposits                                           4,373                 -
             Accounts payable                                          224,185          (751,941)
             Accrued expenses and other current liabilities            (78,998)          (76,845)
             Deferred revenue                                           22,205            47,783
                                                                  ------------      ------------
                 Net cash flows from operating activities              406,460          (151,013)
                                                                  ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES  -
    Purchases of property and equipment                                (43,109)          (53,072)
    Costs related to acquisitions                                                        (16,090)
    Purchase of intangible assets                                      (16,000)
    Deferred acquisition costs                                          (3,178)
                                                                  ------------      ------------
                 Net cash flows from investing activities              (62,287)          (69,162)
                                                                  ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Note payable to bank                                              (394,644)          155,000
    Payments on long term debt                                          (6,327)          (22,460)
    Due to officer                                                           -           (20,000)
    Attorney Escrow Account                                            (50,000)          320,000
    Proceeds from exercise of employee stock options                     5,191                 -
    Sale of common stock, Net                                          119,700           250,000
                                                                  ------------      ------------
                 Net cash flows from financing activities             (326,080)          682,540
                                                                  ------------      ------------

NET CHANGE IN CASH                                                      18,093           462,365

CASH, BEGINNING OF PERIOD                                               33,157            22,820
                                                                  ------------      ------------

CASH, END OF PERIOD                                               $     51,250      $    485,185
                                                                  ============      ============
SUPPLEMENTAL CASH FLOW INFORMATION :
    Interest paid                                                 $     63,701      $     25,801
                                                                  ============      ============
    Income taxes paid                                                        -                 -
                                                                  ============      ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                     -7-

<PAGE>

                     CADAPULT GRAPHIC SYSTEMS, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

      The accounting and reporting policies of Cadapult Graphic Systems, Inc.
("Cadapult" or the "Company") conform to generally accepted accounting
principles.  Except for the June 30, 1999 consolidated balance sheet, the
financial statements presented herein are unaudited but reflect all
adjustments which, in the opinion of management, are necessary for the fair
presentation of the consolidated financial position, results of operations
and cash flows for the interim periods presented.  All adjustments reflected
in the interim financial statements are of a normal recurring nature. Such
financial statements should be read in conjunction with the financial
statements and notes thereto and the report of independent accountants
included in the Company's Annual Report on Form 10-KSB for the year ended
June 30, 1999.  The year end balance sheet data was derived from audited
financial statements, but does not include all disclosures required by
generally accepted accounting principles.  The results of operations for the
three months ended September 30, 1999 are not necessarily indicative of the
results to be expected for the full year.

NOTE 2 - ORGANIZATION AND NATURE OF BUSINESS

      Pursuant to an Agreement and Plan of Reorganization dated June 5, 1998
(the "Plan"), between the Company; Cadapult Graphic Systems, Inc., a New
Jersey corporation ("CGSI"); all of the stockholders of Cadapult (the
"CGSI Stockholders"); Jenson Services, Inc., a Utah corporation ("Jenson
Services"); and Duane S. Jenson and Jeffrey D. Jenson (collectively, the
"Jensons"), the CGSI Stockholders became the controlling stockholders of
the Registrant in a transaction viewed as a reverse acquisition, and CGSI
became a wholly-owned subsidiary of the Company.  The Plan was treated as
a recapitalization of CGSI for accounting purposes, and the closing date
of the Plan was June 18, 1998.  The historical financial statements of
Seafoods Plus Ltd. prior to the merger will no longer be reported, as
CGSI's financial statements are now considered the financial statements
of the ongoing reporting entity.

      On August 10, 1998, the stockholders approved an amendment to the
Certificate of Incorporation of the Company to change the Company's name from
Seafoods Plus Ltd. to Cadapult Graphic Systems, Inc.  The stockholders also
approved the reincorporation of the Company as a Delaware corporation and a
related Agreement and Plan of Merger pursuant to which the Company will be
merged into a wholly-owned Delaware subsidiary.  The Board of Directors of
the Company and its New Jersey Subsidiary have authorized a Parent/Subsidiary
merger of the two companies.

      On June 24, 1998, the Company elected to change its fiscal year from a
September 30 year end to a June 30 year end.

                                     -8-



<PAGE>

      The Company is engaged in the business of providing computer graphics
systems, peripherals, supplies, training and service to graphics
professionals.  The Company is a value-added dealer of computer graphics
equipment and supplies, including animation and design software and
workstations, publishing software and workstations, file servers, networks,
color scanners and color printers and copiers.  The Company's markets include
advertising and marketing companies, printers, quick print shops, services
bureaus, animators and industrial designers, as well as the broad market for
color printers.

NOTE 3 - PRIVATE PLACEMENT

      On October 1, 1999, the Company entered into a Managing Dealer
Agreement with a placement agent wherein the placement agent will, on a best
efforts basis, offer up to $5,000,000 of the Company's convertible adjustable
preferred stock to accredited investors.  Each unit includes one share of
Series A Preferred Stock ("Series A") and two warrants to purchase a total of
two shares of common stock for $4.50.  Dividends on Series A stock will accrue
at the rate of 11.50% per annum and are payable quarterly.  Each Series A
share is convertible at the option of the holder beginning 30 days after
closing (no later than December 31, 1999) at a rate of 3.077 shares of common
stock for one share of Series A.  The conversion price shall adjust to 75% of
the average bid price for the 90 days preceding the 24th month anniversary of
the closing of the offering and again on the 48th month anniversary.  Under no
circumstances can a new conversion price be below $2.00 per share.

      The Series A stock will be callable by the Company at $15.00 per share
at any time Holders have the right to convert upon receipt of the call
notice.

      The Company has agreed to register all of the shares of common stock
necessary for the conversion of the Series A stock and all shares of common
stock underlying warrants within 90 days of the closing of the offering.

      The placement agent's fee will include a commission and a
nonaccountable expense allowance equal to 13% of the proceeds of the
offering, five year warrants to purchase up to 215,000 shares of the
Company's common stock at $1.65 per share and up to 500,000 shares of the
Company's common stock at $3.75 per share.  The value of the warrants will be
recognized as a cost of issuance of the Series A shares.


                                     -9-

<PAGE>

NOTE 4 - ACQUISITION

      On September 7, 1999, Media Sciences, Inc., a newly formed wholly-owned
subsidiary of the Company, entered into an Asset Purchase Agreement
 ("Agreement") with ultraHue, Inc., a New Mexico corporation.  The Company
has agreed to purchase certain assets and assume certain liabilities of
ultraHue for $3,500,000.  The obligation of the Company to purchase the
assets is contingent upon the Company obtaining financing not less than
$3,000,000 to fund the purchase.  In the event that the Company does not
obtain such financing by December 7, 1999, either party shall have the option
to terminate the Agreement.


                                     -10-



<PAGE>

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

      The following discussion and analysis should be read in conjunction
with the information set forth in the unaudited financial statements and
notes thereto, included elsewhere herein, and the audited financial
statements and the notes thereto, included in the Form 10-KSB filed September
27, 1999.

Results of Operations
For the Three Months Ended September 30, 1999 and 1998

Sales.  Consolidated sales for the three months ended September 30, 1999
compared to the same period in 1998, increased approximately 62% to
$3,149,164 from $1,943,151. The revenue mix in 1999 has shifted with supplies
revenue increasing as a percentage of total sales, while systems revenue has
decreased as a percentage of total sales.  Service revenues, as a percentage
of sales have remained consistent.  The increase in sales can be primarily
attributed to the acquisition of Tartan Technical Inc. in January 1999 and
WEB Associates Inc. in June 1999.

Cost of Sales.  Cost of Sales for the three months ended September 30, 1999
were $2,281,196, or approximately 72.4% of sales, as compared to $1,399,500
or approximately 72.0% of sales for the comparable period in 1998.  The Cost
of Sales in 1999 remained consistent despite the shift in the revenue mix.

Selling, General and Administrative.  For the three months ended September
30, 1999, Selling, General and Administrative expenses increased to $950,616
from $716,171, which represents a decrease to 30.2% of sales from 36.9% of
sales.  The increase in 1999, can be attributed to amortization of goodwill
resulting from the acquisitions of Tartan Technical in January 1999 and WEB
Associates in June 1999, to increased payroll resulting from an increase in
personnel to 36 employees from 28 employees, and to the legal expenses
associated with the Tektronix lawsuit which amounted to $46,000 for this
three month period.  The increase in personnel can be attributed to staff
additions associated with the acquisition of Tartan Technical and WEB
Associates.

Interest Expense.  For the three months ended September 30, 1999, Interest
expense increased to $63,701 from $25,801. The increase in 1999 was due
primarily to an increase in borrowings to finance the Company's increased
receivables and inventory due to the acquisitions.

Income Taxes. For the three months ended September 30, 1999, the Company
recorded a tax benefit of $44,000 primarily due to a net operating loss
carryforward offset by a valuation allowance of $44,000.

Net Loss.  For the three month period ended September 30, 1999, the Company
had a net loss of $146,349 or $0.05 per share as compared to a net loss of
$159,312 or $0.06 per share, for the corresponding three month period ended
September 30, 1998.

                                     -11-



<PAGE>

Liquidity and Capital Resources

The Company experienced positive cash flow of $18,093 for the three months
ended September 30, 1999.  Cash used in operations resulted in positive cash
flows of $406,460 primarily due to a loss of $146,349 and an increase in
prepaid expenses and other current assets of $201,265, offset by a non cash
charge to depreciation and amortization of $72,081, a decrease in accounts
receivable of $401,732, a decrease in inventories of $87,494 and a increase
in accounts payable of $224,185.  Cash used in investing activities was
primarily comprised of purchase of equipment and the URL
www.freecolorprinter.com.  The cash generated by the above, and through the
sale of common stock, was used to repay $394,644 of the credit facility and
for the ultraHue deposit of $50,000.

The Company has an agreement with a lender under which it can borrow up to
$6,000,000 under a revolving line of credit, subject to availability of
collateral.  Borrowings bear interest at 2% over the lender's base rate, are
payable on demand and are collateralized by all assets of the Company.  As of
September 30, 1999 the Company had used $1,282,380 of this line.

In September 1999, the Company completed a private placement for $255,500
consisting of 127,750 shares of common stock (of which 50,000 shares are
being held in escrow pending the fulfillment of certain conditions
subsequent) at a purchase price of $2.00.  Expenses associated with the
private placement were approximately $15,000, providing the company with net
proceeds of $240,500 of which $100,000 is due to the Company pending the
fulfillment of certain conditions subsequent.   The Company used
substantially all of the proceeds to invest in its Internet initiatives
including SamplePrint.com and the upgrade of its accounting system in
preparation for the Cadapult storefront.

On October 1, 1999, the Company entered into a Managing Dealer Agreement with
a placement agent for a proposed private offering of up to $5,000,000.  The
proposed private offering is of 500,000 units of the Company's securities,
each unit consisting of one share of convertible adjustable preferred stock
and one warrant to purchase two shares of common stock at $4.50.  The
preferred stock will originally be convertible at $3.25 per share.  In
addition, the preferred stock will carry a dividend, paid quarterly, of 11.5%
per annum.  The offering is to be sold to accredited investors only in states
where permitted.  The use of proceeds will be targeted at additional
acquisitions, expansion of Cadapult's "No-Cap Color" printer program and for
working capital.  The offering is on a "best efforts" basis, but could
ultimately raise up to $11 million for the Company if fully sold and if the
included warrants are exercised.


Inflation

The Company has historically offset any inflation in operating costs by a
combination of increased productivity and price increases, where appropriate.
The Company does not expect inflation to have a significant impact on its
business in the future.

                                     -12-


<PAGE>

Seasonality

It is anticipated that the Company's cash flow from operations will be
significantly greater in the fall and winter months than in the spring and
summer months due to the purchasing cycles associated with the Company's
products.  In the event that the Company is unable to generate sufficient
cash flows from operations during the seasons of peak operations, the Company
may be required to utilize other cash reserves (if any) or seek additional
equity/debt financing to meet operating expenses, and there can be no
assurance that there will be any other cash reserves or that additional
financing will be available or, if available, on reasonable terms.

Year 2000 Discussion

The Company has conducted a preliminary review of the Company's internal
programs and has determined that there are no significant Year 2000 issues
within the Company's systems or services.  At this time, the Company does not
anticipate any significant expense in ensuring that the Company is Year 2000
compliant.  The Company believes that the Company's systems are Year 2000
compliant.  The Company utilizes third-party equipment and software and the
Company has been informed that such are or will be Year 2000 compliant.  The
Company presently does not have a contingency plan related to Year 2000
issues, and upon further assessment, the Company may create one.  The failure
of the Company's contingency plan or the software applications or internal
systems of other companies on which the Company's systems rely or to which
they are connected or of other Internet-related companies, including Internet
web hosting companies, Internet access providers, or Internet root server
operators, none of which the Company controls, to be Year 2000 compliant upon
January 1, 2000 could have a material adverse effect on the operation of the
Internet and/or a material adverse effect on the Company's business,
financial condition and results of operations.  Until the Company completes a
thorough evaluation of the Company's Year 2000 issues, the Company is
uncertain of the risks and the costs related to addressing such issues.

Forward Looking Statements

The foregoing management discussion and analysis contains forward-looking
statements and information that are based on management's beliefs, as well as
assumptions made by, and information currently available to, management.
These forward-looking statements are based on many assumptions and factors,
and are subject to many conditions, including the Company's continuing
ability to obtain additional financing, dependence on contracts with
suppliers, competitive pricing for the Company's products, demand for the
Company's products which depends upon the condition of the computer industry,
and the effects of increased indebtedness as a result of the Company's
business acquisitions.  Except for the historical information contained in
this new release, all forward-looking information are estimates by the
Company's management and are subject to various risks, uncertainties and
other factors that may be beyond the Company's control and may cause results
to differ from management's current expectations, which may cause actual
results, performance or achievements of the Company to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements.


                                     -13-



<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDING

      In August 1999, Cadapult instituted an action against Tektronix, Inc.
before the Superior Court in New Jersey, which action has been moved before
the United States District Court for the District of New Jersey.  In our
lawsuit, we seek certain injunctive relief and an indeterminate amount of
damages, and allege that Tektronix, Inc. violated the New Jersey Franchise
Practices Act, the New Jersey Antitrust Act, federal acts prohibiting
restraints of trade, breach of contract and unfair competition, among other
claims.  In our lawsuit, we allege that, in August 1999, Tektronix, Inc.
unilaterally, and without notice, illegally terminated Cadapult's Tektronix
Premier Plus Reseller franchise because we are selling a non-Tektronix
product, Cadapult solid ink that is supplied to us by ultraHue, Inc.  We are
informed that Tektronix controls 97% of the U.S. solid ink market for digital
printers (which essentially are only Tektronix printers).  The results of our
pending lawsuit could have material positive or material adverse consequences
to our business.  We derived 45% of our fiscal year 1999 revenues from sales
and services of Tektronix products.  The lawsuit has only recently commenced
and may or may not be resolved in the near future.  The loss of all or a part
of this lawsuit could have a material adverse affect on our business and
operations.

ITEM 2.     CHANGES IN SECURITIES

      On August 13, 1999, we amended our Certificate of Incorporation to
authorize a class of 5,000,000 shares of "blank check" preferred stock with
such designation, rights and preferences as may be determined from time to
time by the Board of Directors.  The Board of Directors is empowered, without
stockholder approval, to issue preferred stock with dividend, liquidation,
conversion, voting or other rights that could adversely affect the voting
power or other rights of the holders of common stock.  In the event of
issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of
Cadapult.  On October 4, 1999, we filed a certificate of designation to
create a series of 1,000,000 shares of series A preferred stock.  The series
A preferred stock bears a fixed 11.5% dividend per year, and it is
convertible into shares of common stock initially at $3.25 per share,
adjusted after 2 years to 75% of the common stock's market price, and
adjusted after 4 years to 75% of the common stock's market price, but in no
case adjusted to less than $2.00 per share.  The series A preferred stock can
be called by Cadapult at $15.00 per share.  We presently do not have any
shares of series A preferred stock issued and outstanding.  We may issue more
shares of preferred stock in the future which may have different
designations, rights and preferences.


                                     -14-



<PAGE>

      On September 13, 1999, we completed a private placement sale of 127,750
shares of unregistered and restricted common stock and raised gross proceeds
of approximately $255,500 in transactions deemed to be exempt under Rules 505
and 506 of Regulation D under the Securities Act.  We are presently holding
50,000 of these shares in escrow until certain conditions are fulfilled.
We applied the net proceeds to development of our Internet-based services,
working capital, and other general corporate purposes.  The private placement
was conducted by our officers and directors and was not underwritten.

      In September 1999, we issued 15,000 shares of common stock for legal
services valued at $21,000, in a transaction deemed to be exempt under
Section 4(2) of the Securities Act.

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

      We, as authorized by the necessary approvals of the Board of Directors
and the holders of the majority of our common stock, including certain
members of management and the Board of Directors adopted resolutions
regarding amending our Certificate of Incorporation to decrease the number of
authorized capital stock and to authorize a class of preferred stock by
changing the authorized capital stock that we are authorized to issue to
twenty five million (25,000,000), consisting of twenty million (20,000,000)
shares of common stock with $.001 par value per share and five million
(5,000,000) shares of preferred stock with $.001 par value.  The holders of
1,707,500 shares of our common stock, representing approximately 56% of the
outstanding shares entitled to vote as of June 30, 1999, have delivered
written consents in lieu of a meeting of stockholders dated June 30, 1999
approving the actions amending the certificate of incorporation.

ITEM 5.     OTHER INFORMATION

      On October 1, 1999, we entered into a managing dealer agreement with a
placement agent for a best efforts offering for up to $5,000,000 of unit
securities, consisting of one share of series A preferred stock and two
warrants to purchase a total of two shares of common stock.  The terms of the
series A preferred stock are described in Item 2 of this report on Form
10-QSB.  Each warrant is exercisable for 5 years at $4.50 per share into one
share of common stock.  The placement agent's fees will include commissions
and nonaccountable expense allowances equal to 13% of the proceeds of the
offering, five year warrants to purchase 215,000 shares of our common stock at
$1.65 per share and up to 500,000 shares of our common stock at $3.75 per
share.  We have agreed to register all of the shares of common stock necessary
for the conversion of the series A stock and all of the shares of common stock
underlying warrants, including the warrants to the placement agent, within 90
days of the closing of the offering.

                                     -15-


<PAGE>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits.

       The following exhibits are filed with this report:

Exhibit Number    Description of Exhibit
---------------   ----------------------
Exhibit 3(i)(1)   Certificate of Amendment of Certificate of Incorporation of
                  Cadapult Graphic Systems, Inc. (incorporated by reference
                  to Exhibit 3(i)(5) 10-KSB filed on September 28, 1999)
Exhibit 3(i)(2)   Certificate of Incorporation of Media Sciences, Inc.
                  (incorporated by reference to Exhibit 3(i)(6) 10-KSB filed
                  on September 28, 1999)
Exhibit 4         Certificate of Designation
Exhibit 27        Financial Data Schedule for the three months ended
                  September 30, 1999

(b)    Reports on Form 8-K.

      On September 22, 1999, we filed a report on Form 8-K reporting under
Item 2 that we entered into an asset purchase agreement with ultraHue, Inc.,
and under Item 5 that we commenced a legal proceeding against Tektronix, Inc.

                                     -16-

<PAGE>

                                 SIGNATURES

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

                                    CADAPULT GRAPHIC SYSTEMS, INC.


Date:  November 5, 1999             /s/ Michael W. Levin
                                    -------------------------------------
                                    Michael W. Levin
                                    President and Chief Executive Officer

Date:  November 5, 1999             /s/ Frances Blanco
                                    -------------------------------------
                                    Frances Blanco
                                    Vice President and Treasurer


                                     -17-