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 March 31, 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 April 11, 1999, the 
issuer had 2,904,368 shares of common stock, par value $.001 per share,
outstanding.

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 MARCH 31, 1999


                                      INDEX

                                                                           Page
PART I.     FINANCIAL INFORMATION

Item 1.     Consolidated Balance Sheets as of March 31,                      3
            1999 and June 30, 1998 (unaudited)

            Consolidated Statements of Operations                            4
            For the Three Months and Nine Months Ended 
            March 31, 1999 and 1998 (unaudited)

            Consolidated Statement of Changes in Shareholder's               5
            Equity For the Nine Months Ended March 31, 1999
            (unaudited)

            Consolidated Statements of Cash Flows                            6
            For the Nine Months Ended March 31, 1999 and 
            1998 (unaudited)

            Notes to Consolidated Financial Statements                       7

Item 2.     Management's Discussion and Analysis of Financial               10
            Condition and Results of Operations

PART II.    OTHER INFORMATION

Item 5.     Other Information                                               13
 
Item 6.     Exhibits and Reports on Form 8-K                                13

Exhibits    Exhibit 10.1  Credit and Security Agreement              
            Exhibit 10.2  Duncan Huyler Amended Employment Agreement
            Exhibit 10.3  Frances Blanco Amended Employment Agreement
            Exhibit 27:   Financial Data Schedule

                                        2

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                Cadapult Graphic Systems, Inc. and Subsidiaries
                         Consolidated Balance Sheets
                                  (Unaudited)

<TABLE>
<CAPTION>
                       ASSETS                         March 31,      June 30,
                                                       1999            1998
                                                    ------------   ------------
<S>                                                 <C>            <C>
CURRENT ASSETS:
    Cash                                            $    223,263   $     22,820
    Accounts Receivable, Net                           1,802,187      1,653,624
    Attorney Escrow Account                                    -        320,000
    Inventories                                        1,022,882      1,057,084
    Prepaid and refundable income taxes                        -         46,295
    Prepaid expenses and other current assets             94,163         38,591
                                                    ------------    -----------
        Total Current Assets                        $  3,142,496      3,138,414

PROPERTY AND EQUIPMENT, NET                              437,096        232,024

OTHER ASSETS:
    Goodwill and other intangible assets, Net            705,894        410,195
    Deferred Income Taxes                                 39,000              -
    Security Deposits                                     31,343         31,343
                                                    ------------   ------------
                                                         776,237        441,538

TOTAL ASSETS                                        $  4,355,829  $   3,811,976
                                                    ============   ============

        LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Note payable to Bank                            $  1,196,500   $    695,000
    Current maturities of long-term debt                  89,065         89,220
    Accounts Payable                                   1,668,887      1,936,974
    Accrued Expenses and other current liabilities        67,821        131,510
    Due to officer                                             -         20,000
    Deferred Revenue                                     239,781        144,600
                                                    ------------   ------------
                                                       3,262,055      3,017,304

OTHER LIABILITIES:
    Long-term debt, less current maturities               90,278        156,990
    Note payable to related party                         20,832         20,832
                                                    ------------   ------------
                                                         111,110        177,822

COMMITMENTS
SHAREHOLDERS' EQUITY
    Common Stock, .001 par value,
      Authorized 50,000,000 shares, issued 2,904,368
      in March and 2,583,518 in June                       2,905          2,583
    Additional paid-in capital                           879,055        423,167
    Retained Earnings                                    100,704        191,100
                                                      ----------    -----------
        Total Shareholders' equity                       982,664        616,850

Total Liabilities and Shareholders' Equity           $ 4,355,829    $ 3,811,976
                                                     ===========    ===========
</TABLE>
See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                 Cadapult Graphic Systems, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended             Six Months Ended
                                                             March 31,                    March 31,
                                                         1999          1998           1999          1998
                                                     -----------   -----------    -----------   -----------
<S>                                                  <C>           <C>            <C>           <C>
NET SALES                                            $ 2,995,803   $ 1,976,501    $ 7,471,438   $ 5,670,032
                                                     -----------   -----------    -----------   -----------

COSTS AND EXPENSES:
   Cost of sales                                       2,115,523     1,468,441      5,350,337     4,127,783
   Selling, general and administrative expenses          803,143       536,417      2,152,200     1,516,605
                                                     -----------   -----------    -----------   -----------
INCOME (LOSS) FROM OPERATIONS                             77,137       (28,357)       (31,099)       25,664

INTEREST EXPENSE, NET                                     41,095        20,334         98,297        61,664
                                                     -----------   -----------    -----------   -----------
INCOME (LOSS) BEFORE INCOME TAXES (CREDITS)               36,042       (48,691)      (129,396)      (36,020)

INCOME TAXES (CREDITS):
   Current                                                     -        (4,000)             -             -
   Deferred                                                    -       (12,000)       (39,000)      (12,000)
                                                     -----------   -----------    -----------   -----------
                                                               -       (16,000)       (39,000)      (12,000)

NET INCOME (LOSS)                                    $    36,042   $   (32,691)   $   (90,396)  $   (24,020)
                                                     ===========   ===========    ===========   ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
    BASIC                                              2,904,368     1,630,000      2,788,600     1,630,000
                                                     ===========   ===========    ===========   ===========
    DILUTED                                            2,997,566             -              -             -
                                                     ===========   ===========    ===========   ===========

NET INCOME (LOSS) PER COMMON SHARE:
    BASIC                                            $      0.01   $     (0.02)   $     (0.03)  $     (0.01)
                                                     ===========   ===========    ===========   ===========
    DILUTED                                          $      0.01   $         -    $         -   $         -
                                                     ===========   ===========    ===========   ===========
</TABLE>

See accompanying notes to consolidated financial statements.
 
                                       4
<PAGE>
                 Cadapult Graphic Systems, Inc. and Subsidiaries
            Consolidated Statement of Changes in Shareholders' Equity
                        Nine Months Ended March 31, 1999
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                    Additional                   Total
                                                Common Stock          Paid-in     Retained    Shareholders'
                                             Shares      Amount       Capital     Earnings        Equity
                                           ----------  ----------   ----------   ----------   -------------
<S>                                        <C>         <C>          <C>          <C>          <C>
BALANCES, JUNE 30, 1998                     2,583,518  $    2,583   $  423,167   $  191,100         616,850

Sale of Common Stock issued through
   Private Placement                          228,000         229   $  249,771            -         250,000
Issuance of Stock for Acquisition              92,850          93      185,607            -         185,700
Issuance of Warrants for services                   -           -       20,510            -          20,510
Net loss                                            -           -            -      (90,396)        (90,396)
                                           ----------  ----------   ----------   ----------   -------------
BALANCES, MARCH 31, 1998                    2,904,368  $    2,905   $  879,055   $  100,704   $     982,664
                                           ==========  ==========   ==========   ==========   =============
</TABLE>

See accompanying notes to consolidated financial statements.

                                        5

<PAGE>
                 Cadapult Graphic Systems, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                               March 31,
                                                                        1999              1998
                                                                    ------------      ------------
<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                         $   (90,396)      $   (24,020)
   Adjustments to reconcile net loss to net cash
      flows from operating activities:
         Depreciation and amortization                                  108,540            56,419
         Deferred income taxes                                          (39,000)          (35,177)
         Issuance of Warrants for services                               20,510                 -
         Changes in operating assets and liabilities:
            Accounts receivable                                          67,288          (353,492)
            Inventories                                                 322,569            70,838
            Prepaid and refundable income taxes                          46,295            25,000
            Prepaid expenses and other current assets                   (40,685)          (27,659)
            Security deposits                                                 -             1,148
            Accounts payable                                           (448,101)          136,913
            Accrued expenses and other current liabilities              (63,689)           11,334
            Deferred revenue                                             95,181           (39,883)
                                                                    ------------      ------------
               Net cash flows from operating activities                 (21,487)         (178,578)
                                                                    ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Costs related to acquisition                                         (19,885)                -
   Costs of net assets of acquired business                                   -          (546,431)
   Purchases of property and equipment                                  (93,865)          (93,015)
                                                                    ------------      ------------
               Net cash flows from investing activities                (113,750)         (639,446)
                                                                    ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Note payable to bank                                                (147,453)          365,000
   Proceeds of long term debt                                                 -           250,000
   Payments on long term debt                                           (66,867)           (7,430)
   Due to officer                                                       (20,000)          (20,000)
   Attorney Escrow Account                                              320,000                 -
   Sale of common stock, Net                                            250,000                 -
                                                                    ------------      ------------
               Net cash flows from financing activities                 335,679           587,570
                                                                    ------------      ------------

NET CHANGE IN CASH                                                      200,443          (230,454)

CASH, BEGINNING OF PERIOD                                                22,820           317,796
                                                                    ------------      ------------

CASH, END OF PERIOD                                                 $   223,263       $    87,342
                                                                    ============      ============

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                                    $    98,297       $    61,664
                                                                    ============      ============
   Income taxes paid                                                          -                 -
                                                                    ============      ============
   Noncash investing activity-
      Acquisition of business:
         Fair value of assets acquired                              $ 1,014,667       $   865,115
         Fair value of liabilities assumed                              828,967           318,684
         Fair value of common stock issued                              185,700                 -
                                                                    ------------      ------------
            Met cash payment                                        $        -        $   546,431
                                                                    ============      ============
</TABLE>
See accompanying notes to consolidated financial statements.

                                        6
<PAGE>

                         CADAPULT GRAPHIC SYSTEMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION:

      The consolidated balance sheet as of June 30, 1998 has been derived from 
the unaudited balance sheet that was included in the Company's transition report
filed on Form 10-QSB/A for the two month transition period ended June 30, 1998
and is presented for comparative purposes.  All other financial statements are
unaudited.  All material intercompany accounts and transactions have been 
eliminated.  In the opinion of management, all adjustments, which include only
normal recurring adjustments necessary to present fairly the financial position,
results of operations and cash flows for all periods presented, have been made.
The results of operations for interim periods are not necessarily indicative of
the operating results for the full year.

      Footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted in 
accordance with the published rules and regulations of the Securities and 
Exchange Commission.  These financial statements should be read in conjunction 
with the financial statements and notes thereto included in the Company's form 
8K/A filed August 27, 1998.

NOTE 2 - ORGANIZATION AND NATURE OF BUSINESS:

      Pursuant to an Agreement and Plan of Reorganization dated June 5, 1998 
(the "Plan"), between the Registrant; Cadapult Graphic Systems, Inc., a New 
Jersey corporation ("Cadapult"); all of the stockholders of Cadapult (the 
"Cadapult Stockholders"); Jenson Services, Inc., a Utah corporation ("Jenson 
Services"); and Duane S. Jenson and Jeffrey D. Jenson (collectively, the 
"Jensons"), the Cadapult Stockholders became the controlling stockholders of the
Registrant in a transaction viewed as a reverse acquisition, and Cadapult became
a wholly-owned subsidiary of the Registrant.  The Plan was treated as a 
recapitalization of Cadapult 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 Cadapult'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
March 31 year end to a June 30 year end.

      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

      From June 1998 through August 1998, the Company completed a private
placement through the sale of 524,000 shares of its Common stock for $655,000.
Expenses associated with the private placement were approximately  $35,000, 
providing the Company with net proceeds of $620,000.

NOTE 4 - COMMITTMENT

      On September 4, 1998, the Company entered into a Lease Modification 
Agreement for its New Jersey headquarters facility, to extend its current lease
to March 31, 2002.  The Annual Base Rental was reduced to $79,332 from $91,232 
effective March 31, 1999.

                                        7

<PAGE>

      On April 9, 1999, the Company entered into a Loan and Security Agreement 
with a lending institution.  Under the Loan and Security Agreement, the lender 
will advance up to 85% against eligible receivables and 50% against eligible 
inventory, not to exceed an aggregate of $6 million.  The term of the Agreement
is two years, and it carries an interest rate of the lender's base rate plus 2%.

NOTE 5 - EARNINGS PER SHARE

      In 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards ("SFAS") No. 128, "Earning Per Share."  SFAS No.
128 replaced the calculation of primary and fully diluted earnings per share 
with basic and diluted earnings per share.  Basic earnings per share is computed
using the weighted average number of shares outstanding.  Diluted earnings per 
common share is computed using the weighted average number of shares outstanding
adjusted for the incremental share attributed to outstanding options and 
warrants to purchase common stock.  All earnings per share amount for all 
periods have been presented in accordance with SFAS No. 128 requirements.

      The following table sets forth the computation of basic and diluted 
earnings per share :

<TABLE>
<CAPTION>
                                                      Three Months                 Nine Months
                                                          Ended                       Ended
March 31,                                          1999          1998          1999          1998
                                                ----------    ----------    ----------    ----------
<S>                                             <C>           <C>           <C>           <C>
Numerator:
   Net income (loss)                               $36,042      $(32,691)     $(90,396)     $(24,020)
                                                ==========    ==========    ==========    ==========

Denominator:
   Denominator for basic earnings per share:
      Weighted average shares                    2,904,368     1,630,000     2,788,600     1,630,000
                                                ----------    ----------    ----------    ----------
   Effect of dilutive securities
      Employee stock options                        93,198             -             -             -
                                                ----------    ----------    ----------    ----------
   Denominator for diluted earnings per share    2,997,566     1,630,000     2,788,600     1,630,000
                                                ==========    ==========    ==========    ==========

   Earnings (loss) per share:
      Basic                                          $0.01        $(0.02)       $(0.03)       $(0.01)
                                                ==========    ==========    ==========    ==========
      Diluted                                        $0.01             -             -             -
                                                ==========    ==========    ==========    ==========
</TABLE>


      The following warrants to purchase common stock were excluded from the
computation of diluted earnings per share for the three and nine months ended 
March 31, 1999 and 1998 because the warrants' exercise price was greater than 
the average market price of the common stock:

<TABLE>
<CAPTION>
                                                      Three Months                 Nine Months
                                                          Ended                       Ended
March 31,                                          1999          1998          1999          1998
                                                ----------    ----------    ----------    ----------
<S>                                             <C>           <C>           <C>           <C>
Anti-dilutive warrants                             105,000             -       105,000             -
                                                ==========    ==========    ==========    ==========
</TABLE>

                                        8

<PAGE>

NOTE 6 - ACQUISITION

      On January 7, 1999, the registrant completed the closing of the 
acquisition of certain assets of Tartan Technical, Inc., a Massachusetts 
corporation ("Tartan"), pursuant to an Asset Purchase Agreement dated December 
17, 1998 (the "Purchase Agreement").  The registrant acquired certain assets of
Tartan, including, but not limited to, accounts receivable; inventory; certain 
property and equipment; corporate name; its customer lists and other intangible
assets.  The consideration given by the registrant pursuant to the Purchase 
Agreement was the issuance of 185,700 shares of unregistered and restricted 
common stock of registrant, of which 92,850 shares were placed in escrow to be
released pending the acquired business' achievement of certain gross profit 
goals on the first and second anniversary of the close, and the assumption of 
certain liabilities.  Until the gross profit contingency is resolved, 92,850 
shares will be considered outstanding.  An 8K/A filed March 18, 1999 included 
financial statements, notes and proforma financial statements relating to the 
Tartan acquisition.

                                        9

<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


     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 8K/A filed August 27, 1998.

Results of Operations
For the Three Months and Nine Months Ended March 31, 1999 and 1998

Sales.  Consolidated sales for the three months ended March 31, 1999 compared to
the same period in 1998, increased approximately 52% to $2,995,803 from 
$1,976,501. Consolidated sales for the nine months ended March 31, 1999 compared
to the same period in 1998, increased approximately 32% to $7,471,438 from 
$5,670,032.  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 consistant.  The increase in sales can be primarily attributed to the 
acquisition of Tartan in January 1999.

Cost of Sales.  Cost of Sales for the three months ended March 31, 1999 were 
$2,115,523, or approximately 70.6% of sales, as compared to $1,468,441 or 
approximately 74.3% of sales for the comparable period in 1998. Cost of Sales 
for the nine months ended March 31, 1999 were $5,350,337, or approximately 71.6%
of sales, as compared to $4,127,783 or approximately 72.8% of sales for the 
comparable period in 1998.  The Cost of Sales in 1999 has decreased slightly due
to the sale of private label supplies at significantly higher margins.

Selling, General and Administrative.  For the three months ended March 31, 1999,
Selling, General and Administrative expenses increased to $803,143 from 
$536,417, which represents a decrease  to 26.8% of sales from 27.1% of sales.  
For the nine months ended March 31, 1999, Selling, General and Administrative 
expenses increased to $2,152,200 from $1,516,605, which represents a increase to
28.8% of sales from 26.7% of sales.  The increase in 1999 is due mainly to an 
increase in legal,  accounting and consulting fees associated with the merger 
and being a publicly held company, to amortization of goodwill resulting from 
the acquisition of BBG Technologies in March 1998, and Tartan in January 1999, 
and to increased payroll resulting from an increase in personnel to 36 employees
from 22 employees.  The increase in personnel can be attributed to staff 
additions associated with the acquisition of Tartan.

Interest Expense.  For the three months ended March 31, 1999, Interest expense 
increased to $41,095 from $20,334.  For the nine months ended March 31, 1999, 
Interest expense increased to $98,297 from $61,664.  The increase in 1999 is due
primarily to the increase in borrowing due to the acquisition of BBG 
Technologies in March 1998, and to the acquisition of Tartan in January 1999.

Income Taxes.  For the three months ended March 31, 1999, the Company has 
recorded no income tax expense, as it had previously recorded a tax benefit of a
net operating loss carryforward of $39,000, net of a valuation allowance of 
$26,600. For the three months ended March 31, 1999, the Company effectively 
reduced its valuation allowance. For the nine months ended March 31, 1999, the 

Company has recorded a tax benefit of a net operating loss carryforward of 
$39,000.  For the three months ended March 1998, the Company recorded a $4,000 
current income tax credit and a $12,000 deferred income tax credit. For the nine
months ended March 1998, the Company recorded a tax benefit of a net operating 
loss carryforward of $12,000.

                                       10

<PAGE>

Net Income (Loss).  For the three month period ended March 31, 1999, the Company
had net income of $36,042 or $0.01 per basic and diluted share as compared to a
net loss of $32,691 or $0.02 per share, for the corresponding three month period
ended March 31, 1998.  For the nine month period ended March 31, 1999, the 
Company incurred a net loss of $90,396 or $0.03 per share as compared to a net 
loss of $24,020 or $0.01 per share for the corresponding nine month period ended
March 31, 1998.

Liquidity and Capital Resources

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 
March 31, 1999 the Company had used $1,196,500 of this line. 

In August of 1998, the Company successfully completed a private placement for 
$655,000 consisting of 524,000 shares of Common Stock at a purchase price of 
$1.25. Expenses associated with the private placement are estimated at $35,000,
providing the Company with net proceeds of $620,000.  The Company used 
substantially all of the proceeds in the retirement of bank debt assumed in the
acquisition of Tartan in January 1999.

The Company had positive cash flow of $200,443 for the nine months ended March 
31, 1999.  Cash used in operations resulted in negative cash flows of $21,487 
which primarily consists of a decrease in accounts receivable of $67,288 and a 
decrease in inventory of $322,569 and a increase in deferred revenue of $95,181,
offset by a decrease in accounts payable and accrued liabilities of $551,790.  

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.

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

Many computer programs were designed to perform data computations on the last 
two digits of the numerical value of the year.  When computations referencing 
the year 2000 are performed, these program may interpret -00- as the year 1900 
and could either corrupt the date-related computations or not process them at 
all.  As a result, many software and computer systems may need to be upgraded or
replaced in order comply with such year 2000 requirements.

                                       11

<PAGE>

The Company has reviewed all its computer systems, which are provided by 
third-party manufacturers.  The manufacturers have represented to the Company
that their systems are or will be year 2000 compliant.  The Company at this time
does not anticipate incurring significant additional costs to address the year
2000 issue, although the effectiveness of the Company's present efforts to
address the issues cannot be assured.  However, the Company could be adversely
impacted by year 2000 issues faced by significant customers, vendors, suppliers
and financial service organizations with whom the Company conducts business.
The Company still needs to determine the degree of its customers, vendors,
suppliers and financial service organizations preparedness and whether alternate
vendors, suppliers and financial service organizations will be needed or
available in the event of any disruption in the supply of goods or services to
the Company.  The Company presently does not have a contingency plan related to
Year 2000 issues, and upon further assessment, the Company may create one. 

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.

                                       12

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 5.     OTHER INFORMATION

     On April 9, 1999, the Company entered into a Credit and Security 
Agreement with Summit Commercial/Gilbraltar Corp. for a $6,000,000 revolving 
Credit loan, which will be used for, inter alia, working capital and to 
satisfy certain existing bank loans and liens.  Under the agreement, the 
lender will advance up to eighty five percent (85%) against eligible receivables
and fifty percent (50%) against eligible inventory, not to exceed an aggregate 
of $6,000,000.  The loan will bear interest during each calendar month at a 
fluctuating interest rate per annum for all amounts equal to two percentage 
points over and above the bank's base rate of interest. As collateral
security under the agreement, the Company has granted to Summit Bank a security 
interest in the Company's collateral, defined as all corporate assets including 
but not limited to all of the following, whether now or hereafter existing or 
created or now or hereafter acquired by the Company:  (i) accounts receivable; 
(ii) inventory; (iii) equipment; (iv) claims of the Company against third 
parties; (v) all insurance proceeds; (vi) any and all monies, securities, 
drafts, notes, contract rights, leases, licenses, general intangibles, and other
property of the Company; and (vii) all proceeds and products of the foregoing.
The agreement is guaranteed for only as to $500,000 by Michael Levin, the
Company's President, and the collateral includes the mortgage given by Michael
W. Levin to secure the guaranty.  The agreement terminates on April 30, 2001,
and may be extended for additional one-year periods.

      On March 5, 1999, the Company amended the employment agreements of Duncan
Huyler, Vice President of Technical Services, and of Frances Blanco, Vice 
President of Marketing and Investor Relations, Treasurer and Secretary, to 
include five-year options to purchase up to 100,000 shares of common stock which
options will vest upon the Company achieving defined corporate milestones.


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 10.1      Credit and Security Agreement          
Exhibit 10.2      Duncan Huyler Amended Employment Agreement
Exhibit 10.3      Frances Blanco Amended Employment Agreement  
Exhibit 11        Statement Concerning Computation of Per Share Earnings is 
                  hereby incorporated by reference to "Financial Statements"
                  of Part I - Financial Information, Item 1 - Financial
                  Statements, contained in this Form 10-QSB.
Exhibit 27        Financial Data Schedule for the three months ended 
                  March 31, 1999

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(b)    Reports on Form 8-K.

      On January 19, 1999, the registrant filed a report on Form 8-K dated
January 15, 1999 reporting Items 2 and 5:  

      Item 2:     Acquisition of assets relating to the acquisition of
                  certain assets and liabilities of Tartan

      Item 5:     Other information relating to employment agreements with 
                  former employees of Tartan

      On March 19, 1999, the registrant filed an amendment to the report on Form
8-K dated January 15, 1999.  At Item 7 of the amended report, the registrant 
reported the audited historical financial statements of the business acquired 
and pro-forma financial information.

      Item 7:     Financial statements of Tartan and pro forma financial 
                  information of Cadapult


                                 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:    May 3, 1999                /s/ Michael W. Levin
                                    -------------------------------------
                                    Michael W. Levin
                                    President and Chief Executive Officer

Date:    May 3, 1999                /s/ Frances Blanco
                                    -------------------------------------
                                    Frances Blanco
                                    Vice President and Treasurer


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