SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                   FORM 10-KSB


     [ X ] ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

     For the fiscal year ended July 31, 2001

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934


                         Commission File Number 0-23903


                              eAUTOCLAIMS.COM, INC.
                              --------------------
               (Exact name of registrant as specified in charter)



          Nevada                                       95-4583945
          ------                                       ----------
(State or other jurisdiction                         (IRS Employer
 of incorporation or organization)                Identification No.)


2708 Alt. 19 N., Suite 604, Palm Harbor, Florida                      34683
------------------------------------------------                      -----
  (Address of principal executive offices)                         (Zip Code)



     Registrant's telephone number, including area code: (727) 781-0414

Securities registered pursuant to Section 12(b) of the Exchange Act: None

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

     [ X ] Yes [ ] No

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

State  issuer's   revenues  for  its  most  recent  reporting  period  July  31,
2001........$20,188,249.

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant at July 31, 2001 was $14,030,672.


<PAGE>

                               FORM 10-KSB - Index


                                     PART I
                                     ------
<TABLE>
<CAPTION>

                                                                                                    Page
                                                                                                    ----
<S>            <C>
Item 1.           Description of Business...........................................................  2

Item 2.           Description of Property........................................................... 18

Item 3.           Legal Proceedings................................................................. 18

Item 4.           Submission of Matters to a Vote of Security Holders............................... 18


                                     PART II
                                     -------

Item 5.           Market of the Registrant's Securities and Related Stockholder Matters............. 19

Item 6.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations..................................... 23

Item 7.           Financial Statements and Supplementary Data....................................... 27

Item 8.           Changes in and Disagreements with Accountants on Accounting
                           and Financial Disclosures................................................ 27

                                    PART III
                                    --------


Item  9.          Directors and Executive Officers of the Registrant................................ 27

Item 10.          Executive Compensation............................................................ 30

Item 11.          Security Ownership of Certain Beneficial Owners and Management.................... 37

Item 12.          Certain Relationships and Related Transactions.................................... 39

Item 13.          Exhibits, Consolidated Financial Statements,
                  Schedules and Reports on Form 8-K................................................. 41

                  Signatures........................................................................ 43

</TABLE>

                                       1
<PAGE>

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This  Annual  Report on Form  10-KSB and the  documents  incorporated  herein by
reference contain forward-looking statements that have been made pursuant to the
provisions  of the  Private  Securities  Litigation  Reform  Act of  1995.  Such
forward-looking  statements  are based on current  expectations,  estimates  and
projections about our industry,  management's  beliefs,  and assumptions made by
management.   Words  such  as  "anticipates,"   "expects,"  "intends,"  "plans,"
"believes,"  "seeks,"   "estimates,"   variations  of  such  words  and  similar
expressions  are intended to identify  such  forward-looking  statements.  These
statements are not guarantees of future  performance  and are subject to certain
risks,  uncertainties and assumptions that are difficult to predict;  therefore,
actual  results and  outcomes  may differ  materially  from what is expressed or
forecasted in any such forward-looking statements.

                                     PART I
                                     ------

ITEM 1.  BUSINESS

General

         eAutoclaims  provides  Internet based vehicle collision claims services
for  insurance   companies,   third  party  claims   administrators   (TPA)  and
self-insured  automobile fleet  management  companies.  We accept  assignment of
claims from our customers, and provide vehicle repairs through a network of body
and glass repair shops. We also handle estimate, audit and claims administration
services  for claims for which we do not  perform the  repair.  eAutoclaims  has
established a nationwide network of over 3,000 automotive repair shops and 5,500
glass  shops.  We derive our revenues by  accepting  assignments  of auto repair
claims  from our  customers  and having  them  repaired  through  our network of
contracted  body and glass repair shops.  Once we accept these  claims,  we also
accept  the risk that the repair  will not be done  properly.  Additionally,  we
derive revenue from fees for processing  and  coordinating  claims that don't go
through our network of body shops.

         Our   business   model  is  similar  to  that  of  health   maintenance
organizations  ("HMO's") and preferred provider organizations  ("PPO's").  HMO's
and PPO's seek to control the cost of medical  services by bringing  the various
health  care  providers,  such as doctors  and  hospitals,  together in a single
organization,  thereby  exerting  control over the costs of services paid for by
the HMO or PPO. EAutoclaims.com  administers the vehicle repair process from the
reporting  of the  accident  through  the  satisfactory  repair  of  damage.  We
coordinate the activities of the insurance company, its insured, and the various
parties  involved  in  evaluating  a claim,  negotiating  the cost of parts  and
services,  and performing necessary repair services.  We monitor the performance
of parts and  service  providers  to help assure  that the  expectations  of the
insurance  company for quality,  timeliness and cost are being met. As HMO's and
PPO's have  relationships  with many providers,  we have established  contracted
relationships  with over 3,000 body shops and over 5,500 glass shops  throughout
the United  States.  Because of these  relationships,  we are typically  able to
obtain lower cost parts and services for our  customers  and increase the volume
of work for repair shops that are part of our preferred provider network.

         During the fiscal year ended July 31, 2001, one customer  accounted for
approximately  64% of our total gross revenues.  In September 2001, we cancelled
our agreement  with Inspire  Claims  Solutions,  which was our largest  customer
during  fiscal year ended July 31, 2001.  To date,  we have been able to replace
the claims  previously  processed on behalf of Inspire with other new customers,
such as Royal Sun  Alliance.  Our  long-term  success  depends  upon  increasing
revenues by expanding our base of customers and reducing our reliance upon a few
customers. Because of the competitive nature of our business and the uncertainty
as to the acceptance of the Internet to handle insurance  claims,  we may not be
able to increase revenues sufficiently to become profitable.

Products and Services
---------------------

         Our customers  consist  primarily of insurance  companies,  third party
claims  administrators and managers of self-insured  automobile fleets. We start
with a 90-day test  contract  with each  customer.  This test period  allows the
customer to see the cost and time saving that we can provide  them. At or before
the end of the 90 days,  the  customer  can  choose  to enter  into a year  long
contract.  The  one-year  contract  allows them to lock in their 90 day contract
rates. Most of our customers are on a one-year contract. That contract specifies
that we take responsibility for, and liability of, all repairs that are assigned
to our  network  of body and  glass  repair  providers.  If the  vehicle  is not
assigned  to our shops for  repair  then we collect a file  handling  fee within
thirty days.  Within seven days of the  assignment of the vehicle to the body or
glass shop, our insurance and TPA customers pay us the completed  audited repair
price, before the shop discount,  less the customer's volume discount. Our fleet
customers pay us within 30 days of the repair.

                                       2
<PAGE>


         We handle the entire  collision  repair function for our customers from
the time of reporting of the accident through the vehicle's satisfactory repair.
Through our network of parts and repair  service  providers,  we are  frequently
able to obtain parts and services at lower costs than  otherwise  available.  We
monitor and audit all repair work to help assure that the proper  repair work is
performed at the negotiated  price.  In most cases,  digital  photographs of the
repair  process from  assessment of the damage to views of the completed  repair
are transmitted to us via the Internet to assist us in monitoring repairs.

         We  strive  to  provide  our  customers  with  ways  to  control  costs
associated with processing  collision  claims. We help our clients monitor their
automobile claims losses by providing the following:

          o    Audit  Trail - We audit  every  claim that comes into our system.
               This helps us deliver the lowest  available  adjusted cost to out
               clients on every repair.

          o    Technology  - We built the  first  customized  web-based  vehicle
               claim  assignment  and delivery - system for insurance  companies
               and  corporate  fleets.   eAutoclaims.com  uses  state-of-the-art
               technology  and  security  for  the  transmission  of  files  and
               records.  In  addition,  we  utilize  digital  cameras,  Internet
               communication, advanced data storage and scanners for auto repair
               shops that are not  equipped  with digital  cameras,  to create a
               defined audit trail and high capacity digital storage. We provide
               these  applications  to our clients with their own private  label
               that includes their corporate  colors and logos,  which makes the
               claims process  transparent to both insurance  company  personnel
               and the insured.

          o    Shared Discounts - We share any volume or other discounts that we
               obtain with our clients based on submitted volume.

         We have accepted our first large client, namely Inspire Claims Solution
(Inspire).  Inspire is a third party claims administrator that accounted for 64%
of our  revenues  for the fiscal  year ended  July 31,  2001.  Most of our other
insurance  customers are small to mid-size insurance carriers that specialize in
non-standard coverage.  Non-standard insurance coverage is insurance for private
passenger  automobile risks that are typically  rejected or canceled by standard
market  companies  because the insured have poor loss experience or a history of
late premium payments.

Collision Claims Management

         Our  principal  service  consists  of  the  administration  of  vehicle
collision claims for insurance companies,  managing general agents and corporate
fleets. These services include:

          1.   Centralized accident reporting.
          2.   Copies of accident reports.
          3.   Identifying the appropriate network repair facility and directing
               the policyholder to such facility.
          4.   Deliver repair estimates and photographs/digital images of damage
               to any location overnight or same day upload.
          5.   Audit of every claim by our in-house physical damage experts.
          6.   Assignment of independent field appraiser, when necessary.
          7.   Expedited deliver of part and materials as needed.
          8.   Computerized  tracking and  follow-up  system to minimize  repair
               time.
          9.   Replacement rental vehicles.
          10.  A  lifetime  guarantee  (for  as  long as the  insured  owns  the
               vehicle) on all physical  damage body repairs and  administration
               of manufacturer or installer's warranty on replacement parts.


         eAutoclaims.com has relationships with over 3,000 affiliated repair and
5,500 auto glass  vendors  facilities  in its  network.  We  manually  audit all
collision  damage  claims  at our  data hub  using  remote  digital  photographs
transmitted over the Internet.

Useful Features and Benefits of our System

          o    eAutoclaims  Internet-based  process assigns vehicles directly to
               the nearest network collision shop.

          o    Provides a way for our insurance  company clients to control loss
               development curves without raising premiums.

                                       3
<PAGE>


          o    Insurance  companies  are able to  establish  lower  loss  claims
               reserves.  This,  in turn, is used to free up capital and surplus
               allowing for additional premiums at lower premium rates.

          o    Helps  reduces  fraudulent  claims  through our process of claims
               investigation.

          o    Because of our typically  faster  settlement  time, our insurance
               company clients are able to save costs because the amount of time
               that  they are  required  to  provide  rental  vehicles  to their
               customers is reduced.

Design Overview

Bricks to Click  and eAutoFleet: The Core Service

Clicks

         We operate our Bricks-to-Clicks and eAutoFleet web site supported by an
electronic and manual processing center where claims are processed  according to
the desires of our customer. By providing  insurance/fleet companies with access
to  eAutoclaims.com  web site,  the carrier is able to tap into  eAutoclaims.com
database of network repair facilities. This direct web access allows the carrier
to assign the insured to a network  repair  facility from the very first contact
of the claim.  Upon assigning the  policyholder to a network shop, the insurance
company   uses  our  program  to  notify  the  network   repair   facility   and
eAutoclaims.com  of  the  new  claim.  Upon  the  completion  of  assigning  the
policyholder  to a network shop,  the  insurance  company hits the submit button
causing  the web  site  to  auto-notice  the  network  repair  shop  and  inform
eAutoclaims of the new claim.  All repair work is audited by our property damage
specialists  and  monitored  through  our data  center to help  assure that high
quality work is performed at a price negotiated with the repair  facility.  This
negotiation  involves  obtaining parts and labor at the best available price and
completing  the repair work in the shortest time  necessary to bring the vehicle
to its original condition. We provide a private label application to each of our
insurance company clients in which the insurance  company's logos and colors are
prominently  displayed.  Because of this, both the insurance  company's customer
and its claims handler,  although operating through our Internet site, appear to
be working from the company's proprietary Internet site.

         The  eAutoclaims.com  insurance/fleet  company  client  also offers the
policyholder/driver  the  opportunity  to file their  claim  online.  The online
policyholder/driver  will is able to select a network shop after  completing all
the necessary claims  information.  Upon hitting the submit button, the web site
auto-notices  the company's  staff of the network body shop in eAutoclaims  with
information  of  the  new  claim.  The  policyholder/driver  is  left  with  the
impression  of  having  dealt  directly  with  the   insurance/fleet   company's
proprietary web site.

         In  both  of  the  above  applications,  the  user  is  working  on the
eAutoclaims  web  site.  The  claims  solution  is  customized  to appear as the
insurance/fleet  company's  keeping  eAutoclaims  transparent  on  the  "Clicks"
application.

         Once the "Clicks"  application  is  complete,  the "Bricks" or "manual"
application begins. eAutoclaims manually contacts the network shop to ensure top
quality  service when the driver  arrives for their  estimate.  The  eAutoclaims
professional customer service representative  contacts the driver if they do not
show-up for their shop appointment or if the shop does not transmit the estimate
in a timely manner.

         The network shop uploads the estimate to the  eAutoclaims  shop sending
an  auto-notice  to both the assigned  eAutoclaims  claims  coordinator  and the
eAutoclaims  auditor.  The claim is then  audited and an agreed  repair price is
reached  with the network  shop.  Once this process is  completed,  the claim is
posted to the  insurance/fleet  company's  personal  web site,  or "data  repair
center",  this provides notice to the insurance/fleet  company's assigned claims
handler with a hot link to the photos, estimate and invoice.

         Throughout   the  Bricks  to  Clicks  and   eAutoFleet   process,   the
consumer/driver  can be given access to log onto the  insurance/fleet  company's
eAutoclaims  web site to view the status of their claim.  The site appears to be
the proprietary site of the insurance/fleet company.

eAutoclaims eLink Product

         Appraiser  eLink  ("eLink")  is a product  we  designed  to enable  our
customers to receive claims appraisal  information online.  eLink is a web site,
the site has uploading  capability where field appraisers can return  assignment
information online. The site has an applet driver that is downloaded to the user

                                       4
<PAGE>

in the field.  This  enables the users'  software to "print"  right into the web
site, regardless of what software they are running.

         In addition,  the eLink product enables its subscribers  (the insurance
company) to collect information  regarding the appraisal assignments that can be
viewed online in real-time reports.  Standard  information  collected is average
paid loss, average adjustment expense and cycle time. The subscriber can request
additional information be coded into the web site.

         The eLink  application  has been built by eAutoclaims  and the download
driver is made by Peer Net,  Inc.  The Peer Net drive  costs the user a one time
licensing  fee of $33.  Our  transaction  fees  ranges  from $6 to $9 dollars an
upload.

         eAutoclaims  provides the subscriber a interface for the eLink software
that is normally  used by in-house  staff claims  handlers.  The  interface is a
claims management tool for claims assignments. This keeps the claims information
organized  and  eliminates  overnight  packages  and other  manual steps such as
filing, re-keying information and storage.

         Development  of the  eLink  product  has  been  completed.  We are just
beginning  to  offer  this  product  to our  customers  as part of  value  added
services.  To date, we have generated negligible revenues from the eLink product
and it is too early to  determine  whether this product will achieve wide spread
commercial acceptance.

Sales and Marketing

         We believe that a strong sales and marketing  organization is essential
to effectively market our services.  We are working to establish  recognition of
our corporate  identity and service  offering  through  advertisements  in trade
publications,  direct mail, promotion activities,  web site presence,  tradeshow
participation and other media events.

         Because  our  services  require  considerable  customer  education  and
post-sales support,  we have chosen to solicit  prospective  customers through a
direct sales force. We anticipate  hiring  additional sales  representatives  to
provide  additional  coverage in the Southeast,  Northeast and the West Coast of
the United States.

Competition

         Because  the  auto  collision   claims   service   industry  is  highly
competitive  and has low barriers to entry, we cannot assure you that we will be
able to compete  effectively.  We are aware of three other  companies that offer
internet-based  services  similar  to  ours,  CEI  Group,  Consolidated  Service
Corporation  and  Driversshield.com.  These  competitors  provide their services
primarily  to the  fleet  management  industry.  Driversshield.com,  is the  one
competitor we are aware of that offers repair shop  connectivity with the claims
review and  volume  discount  we offer.  All of these  competitors  have been in
business longer than we have and have significantly greater assets and financial
resources than currently  available to us. We expect competition to intensify in
the Internet-based segment of this industry as current non-Internet  competitors
expand  their  market into the  Internet  and new  competitors  enter the market
utilizing  the  Internet.  We cannot  assure you that we will be able to compete
successfully against current or future competitors.  Competitive pressures could
force us to reduce our prices and may make it more  difficult  for us to attract
new customers and retain current customers.  The principal  competitive  factors
for our services are:

          o    turn around time for claims processing;

          o    quality of repair shop services;

          o    ability to offer nationwide access to repair facilities;

          o    claims processing fees and charges;

          o    ability  to offer  new  services  and  incorporate  technological
               change into existing services;

          o    24/7 access to status of claim;

          o    volume of repair  claims a repair  facility can expect to support
               discount amounts.

                                       5
<PAGE>

         As competition in our industry increases, it is likely that many of our
competitors will have access to greater  resources than are currently  available
to us,  including  financial,  employee,  customer  relations,  technology,  and
expertise  in  developing  and  implementing  new  technologies  as the industry
evolves.  In  addition,  competitors  may be able to develop  services  that are
superior to our  service,  that  achieve  greater  customer  acceptance  or that
significantly  improves  functionality  as compared to our  existing  and future
products and services.

Customer Service

         Our continued growth will be dependent upon our ability to consistently
deliver    customer    centered    service   at    competitive    prices.    Our
Bricks-to-Clicks(TM)  system is designed to ensure that the claims process flows
smoothly and seamlessly.  The Company's "bricks" follow-up on claims assignments
helps to ensure  that all  details of the claim will be  verified to our quality
standards.

         We have implemented a "Customer Service Professional"  certification as
part of our Associate Development Program to ensure that our employees are fully
trained in the latest in customer service techniques and to help us in attaining
our  objective  of  becoming   known  as  one  of  the  best  customer   service
organizations in the industry.

         To help us monitor  our  performance,  we own  Customer  Service  Index
(CSI).   This   involves   sending   surveys  to  the   drivers  who  have  used
eAutoclaims.com's repair facilities with questions related to their satisfaction
with  eAutoclaims.com  and the service of the  collision  repair  shop.  We also
survey customers who have selected repair shops that are not part of our network
to ascertain the reasons for such  selection.  This  information  is utilized in
evaluating  and training our staff.  We also use these surveys in evaluating the
quality of our network collision shops.

Employees

         As of September  30,  2001,  eAutoclaims.com,  Inc.  had 104  full-time
employees.  There is no union contract relating to any of our employees nor does
the company  anticipate  there to be unionization  of its employees.  We believe
that our relationship with our employees is generally good.

Intellectual Property

         We  rely  on  various   intellectual   property  laws  and  contractual
restrictions to protect our proprietary  rights in products and services.  These
include confidentiality,  invention assignment and nondisclosure agreements with
our   employees,   contractors,    suppliers   and   strategic   partners.   The
confidentiality  and  nondisclosure  agreements with employees,  contractors and
suppliers are in perpetuity. Despite these precautions, it may be possible for a
third  party  to copy or  otherwise  obtain  and use our  intellectual  property
without our authorization.  In addition, we intend to pursue the registration of
our trademarks and service marks in the U.S.

         We have  licensed  various  proprietary  rights  to third  parties.  We
attempt to ensure that these  licensees  maintain  the quality of our  services.
However, these licensees may nevertheless take actions that materially adversely
affect  the  value of or  proprietary  rights  or  reputation.  We also  rely on
technologies that we license from third parties. These licenses may not continue
to be  available  to us on  commercially  reasonable  terms in the future.  As a
result, we may be required to obtain  substitute  technology of lower quality or
at greater cost, which could materially  adversely affect our business,  results
of operations and financial condition.

         We use various  service  marks,  including  eAutoclaims.com,  Bricks to
Clicks  and  eAutoFleet.com.   In  May  2000,  we  filed  federal  service  mark
applications for "eAutoclaims.com" and "Bricks to Clicks". We have filed for and
have been granted the factitious  name  EAUTOCLAIMS in the State of Florida.  We
also own  approximately 30 URL Internet domain names,  including Premier Express
Claims.com, eAutoFleet.com and eProcessclaims.com. We maintain a website located
at www.eAutoclaims.com. We are not incorporating by reference any information on
our website and information on our website should not be considered part of this
Form 10-K.

         On January 19, 2001,  we were  notified by our  trademark  counsel that
although the trademark  examiner did not find any similar or pending marks which
would prevent  registration of  "eAutoclaims.com",  she refused  registration of
this mark on the principal  register because the service mark  "eAutoclaims.com"
is merely  descriptive  of our service since we combined the letter "e" with the
word "Autoclaims". Our trademark counsel has advised us that there is some merit
to the  trademark  examiner's  position.  Based upon the advice of our trademark
counsel,  we amended  the  application  for  registration  on the  "supplemental
register"  which is reserved for those marks which have a  descriptive  quality,
but have not  achieved  the  degree of use or  secondary  meaning  necessary  to
establish  distinctiveness,  which  is a  requirement  for  registration  on the
principal  register.  Our  application  for  registration  and the  supplemental

                                       6
<PAGE>

registration  for the mark  eAutoclaims.com(R)  was  granted on  October  2,001.
Registration  on the  supplemental  register  is valid for 10 years but does not
prevent other parties from use of a similar mark.

         On January 19, 2001,  we were also  notified by our  trademark  counsel
that our  application  for  registration of the Bricks to Clicks service mark on
the  principal  register  was also  denied due to the  likelihood  of  confusion
between our proposed  service  mark and a previously  filed  service  mark.  Our
trademark  counsel  has advised us that we have a strong  argument  which can be
made that our use is  significantly  different in terms of  commercial  activity
than the competing pending  application,  which relates to financial  accounting
services and web site design and  implementation  services.  We resubmitted  our
response to the examiner's  actions on May 25, 2001.  There is no assurance that
we will be able to obtain primary or secondary  registration of Bricks to Clicks
mark.  Furthermore,  we are exposed to the risk that another  party may claim we
infringed  upon this mark which  could  result in us ceasing  the use this mark,
licensing the use of this mark or becoming involved in time-consuming and costly
litigation.

         There  can  be  no  assurance   that  other   parties  will  not  claim
infringement by us with respect to our current or future technologies. We expect
that  participants in our markets will be  increasingly  subject to infringement
claims as the number of services and competitors in our industry  segment grows.
Any such claim, with or without merit, could be time-consuming, result in costly
litigation,  cause service  upgrade  delays or require us to enter to royalty or
licensing  agreements.  Such  royalty  or  licensing  agreements  might  not  be
available on terms  acceptable to us, or at all. As a result,  any such claim of
infringement  against us could have a material adverse effect upon our business,
results of operations and financial condition.

         We also license and market our proprietary "Bricks to Clicks" insurance
claims processing  software system.  This system provides  insurance agents with
access  to  competitive   pricing  structures  and  helps  them  in  determining
competitive  repair costs for their  geographic  region.  Upon  determining such
repair cost, the insurance agent can process the claim to completion and provide
insurance  proceeds  to the  insured  to be used to pay costs of  repairs to the
damaged  vehicle.  We have applied for a provisional  patent  application  for a
communications  network method for processing  property damage insurance claims.
The one year anniversary of the provisional  patent  application will be June 6,
2001.  We are required to prepare and file a utility  application  with a set of
claims in order to seek full patent  protection and to retain the benefit of the
filing date of the  provisional  application.  If a utility  application  and/or
foreign  applications  are not filed  within one year of the filing  date of the
provisional  application,  the right to claim priority to the filing date to the
provisional  application  will be lost. To date, we have not retained our patent
and trademark  counsel to pursue the utility patent  application  and/or foreign
applications,  and we  currently  run  the  risk  that  the  provisional  patent
application for  communications  network method for processing  property damaged
insurance  claims will be abandoned.  We are currently  evaluating the merits of
proceeding with a utility patent application.  Even if we proceed with a utility
patent application,  there is no assurance that our application will be accepted
or that other parties may claim  infringement or otherwise object to this patent
application.

Operations and Technology

         We have designed and developed  our own web based  technology  platform
using  proprietary   software  and  systems  in  combination  with  commercially
available licensed  technologies and software.  Our network topology is designed
to  facilitate  expansion  by the  addition of servers for  dedicated  processes
without interrupting our current operating systems.

         We  rely on Cold  Fusion  4.5,  Peer  Net  Doc 2 Fax  Drive,  Microsoft
Internet  Information  Server,  Microsoft Window NT 4.0 and Microsoft SQL Server
7.0 to operate our primary software applications. These are standard shrink wrap
software  programs  and  are  not  considered   proprietary  or  unique  to  our
applications.  However,  we are  dependent  upon  the  continued  operation  and
maintenance of these software programs to operate our systems.

         eAutoclaims.com has selected Dell Computer  Corporation as its hardware
provider.  Dell has assigned a three member "Business Alliance Solution" team to
work with us. Pursuant to a joint Non-Disclosure Agreement, Dell is providing us
with  information to help us develop  technology for our proprietary  "Bricks to
Clicks" web service.

         Our core hardware and server  architecture  are based on Dell Poweredge
servers.  We maintain  individual  servers for Web content  delivery,  data base
storage and retrieval, mail storage and management,  fax generation and delivery
and back room operations.  Our client and customer  workstations require Windows
98 or higher operating systems.  Our dedicated  development  servers can operate
demonstration  CD ROMs to  disseminate  new  applications  and custom  formatted
presentations for our sales and marketing personnel.

         Our primary  software  is  proprietary  and  licensed as the "Bricks to
Clicks" Internet Claims System. We also have developed a proprietary  eAutoFleet
"Bricks to Clicks"  Internet Claims System that is patterned after the insurance
company model but has distinct  differences  for capturing loss  information and
related reports.

                                       7
<PAGE>


         As demand  for our  services  increase  we will need to add  additional
servers to our network to deliver content and information.  Our Internet network
is based on 100 mbs Ethernet  connectivity.  Although  recent  trends in network
switch  technology and hubs have  substantially  reduced expansion costs we will
require  substantial  capital to scale up our network to meet anticipated demand
for our services.  Our current Internet network was constructed to support up to
300 local users without reclosing.

         Our  technology  systems  are  designed to address  important  security
concerns:

The Parts.com Licensing and Joint Marketing Agreement

         On May 7, 2001, we entered into a License and Joint Marketing Agreement
with  Parts.com,  Inc.  Parts.com is an online original  equipment  manufacturer
(OEM) automotive parts procurement provider. Parts.com has developed proprietary
software  that  enables a user to search and order for OEM  automotive  parts in
local areas fast and  conveniently.  Under this agreement we acquired all rights
to the Raptor  and  ReallyKnow  software  programs  and  products  developed  by
Parts.com.  Raptor is a software  product that provides for the  translation  of
estimating  code into a binary format capable of being imported and  transported
to other estimating  software  programs without manually rekeying the underlying
data. This software allows us to maintain estimates in electronic format without
having to manually  rekey the  estimate  prepared by the repair  shops and field
auditors.  ReallyKnow is a software program which allows ad hoc reporting search
engines to customize reports specific to a user's need.

         In addition,  we were granted the exclusive  rights for a five (5) year
period to market Parts.com  TradeMotion software products directly or as part of
our system.  TradeMotion software allows automobile dealerships to operate a web
site that enables the dealership to sell OEM automotive  parts online.  In turn,
Parts.com has a non-exclusive right for a period of five (5) years to market our
products  and  services to their  automobile  dealership  customers.  Under this
agreement,  we agree to cooperate in the  development of fulfillment  procedures
regarding  each party's  products.  The agreement  provides for revenue  sharing
arrangements  between EACC and  Parts.com.  EACC will pay  Parts.com  70% of all
setup and  subscription  fees received from automobile  dealerships that acquire
the TradeMotion software products that are exclusively marketed by EACC.

         Under this  agreement  we paid  Parts.com a total of  $360,000  for the
Raptor and ReallyKnow  software  program.  We estimate that the internal cost of
developing  the source  codes and  software  for these  products  acquired  from
Parts.com  would  have  been  substantially  higher  than  the  amount  paid  to
Parts.com.  Furthermore,  management  believes that there is significant synergy
and cost savings that will be achieved  through this arrangement with Parts.com.
This  arrangement  allows EACC to take advantage of Parts.com's  discount buying
programs for OEM automotive parts and expands the eAutoclaims potential customer
base to the automotive  dealerships  currently enrolled as part of the Parts.com
system. Although management is optimistic that the agreements with Part.com will
result  in  significant  revenues  and  operational  efficiencies,  there  is no
assurance  that we will ever  generate  incremental  cost savings or  additional
revenues beyond the $360,000 paid to Parts.com.

Prevention of Access to Data by Unauthorized Personnel

         Only personnel in our Information and Technology Department are allowed
access to stored  data.  Our  Information  and  Technology  Department  provides
indirect  access to our clients via  controlled  program  codes.  We protect our
servers against viruses and malicious programs with anti-virus  software that is
updated monthly. Our email server is also protected by anti-virus software, with
virus definition updates conducted weekly.  Notwithstanding  such safeguards and
procedures, a successful unauthorized access to sensitive data or a virus attack
on  systems  such  as ours is  possible.  A  malicious  unauthorized  access  or
effective virus could adversely affect our business.

Protection from Catastrophic Events

         eAutoClaims.com   takes  the  following   precautions  to  help  assure
continuous  service  in the event of  catastrophic  events  such as fire,  water
intrusion or loss of power:

     o    All data and program code is backed up nightly to a magnetic tape. One
          month of historical data is maintained  onsite in a fireproof safe. In
          the event that our facility were destroyed, we would be able to deploy
          a fresh  data set to our  remotely  hosted  server  within a matter of
          hours.

     o    An  additional  copy of  historical  data is stored  on a  development
          server  outside  of the  production  server  area  nightly  to provide
          further redundancy protection.

     o    Our Network  Operation Center is separately housed within the facility
          and has a dedicated power supply and air-handling unit.

                                       8
<PAGE>

     o    Our fire suppression system is computer friendly.

     o    We  maintain  a clone of our  application  and  database  content on a
          server located in Win Gap, Pennsylvania.  This system can be activated
          within one hour. In the event a hurricane or other disaster  threatens
          our  location,  we can deploy our  content,  notify our  clients,  and
          migrate  our  operation  to our remote site ahead of any impact to our
          area.

         Notwithstanding these precautions, a catastrophic event could interrupt
our service for a substantial  period of time,  which would adversely affect our
business prospects.

         We anticipate that we will continue to devote significant  resources to
product  development in the future as we add new features and  functionality  to
our Web site and services.  The market in which we compete is  characterized  by
rapidly changing technology,  evolving industry standards,  frequent new service
and product  announcements  and  enhancements  and  changing  customer  demands.
Accordingly, our future success will depend on our ability to:

     o    adapt to rapidly changing technologies;
     o    adapt our services to evolving industry standards;
     o    continually  improve the performance,  features and reliability of our
          service in response to competitive  service and product  offerings and
          evolving demands of the marketplace.

         Our  failure to adapt to such  changes  would  have a material  adverse
effect on our  business,  results of  operations  and  financial  condition.  In
addition,   the   widespread   adoption   of   new   Internet,   networking   or
telecommunications  technologies  or other  technological  changes could require
substantial   expenditures   by  us  to  modify  or  adapt   our   services   or
intrastructure.  This  could  have a material  adverse  effect on our  business,
results of operations and financial condition.

Governmental Regulation

         We are  not  currently  subject  to  direct  federal,  state  or  local
regulation other than regulations applicable to businesses generally or directly
applicable  to  electronic  commerce.  Certain  jurisdictions  could  adopt laws
directed at the auto insurance  industry,  which could affect our business in an
unforeseen  and  adverse  manner.  It is  possible  that a  number  of laws  and
regulations  may be adopted with respect to the  Internet.  These laws may cover
issues such as user privacy, freedom of expression, pricing, content and quality
of products and services,  taxation,  advertising,  intellectual property rights
and information  security.  Furthermore,  the growth of electronic  commerce may
prompt calls for more stringent  information  gathered  online or require online
services to establish  privacy  policies.  The Federal Trade Commission has also
initiated actions against online service providers regarding the manner in which
personal  information  regarding our users to third parties. We do not currently
provide personal information regarding our users to third parties.  However, the
adoption of such consumer  protection laws could create uncertainty in Web usage
and reduce the demand for our products and services.

         We are not certain how our business may be affected by the  application
of  existing  laws  governing  issues such as  property  ownership,  copyrights,
encryption and other intellectual property issues,  taxation,  libel,  obscenity
and export or import matters.  The vast majority of such laws were adopted prior
to the advent of the Internet.  As a result,  they do not contemplate or address
the unique  issues of the  Internet  and related  technologies.  Changes in laws
intended to address such issues could create  uncertainty in the Internet market
place.  Such  uncertainty  could reduce  demand for our services or increase the
cost of doing  business as a result of  litigation  costs or  increased  service
delivery costs.

         In addition,  because our services are  available  over the Internet in
multiple states and foreign countries, other jurisdictions may claim that we are
required to qualify to do business in each such state or foreign country. We are
incorporated  in Nevada and are  currently  only  required to be  qualified as a
foreign  corporation  authorized to do business in the State of Florida  because
our offices are located in Palm Harbor,  Florida.  Changes in the laws affecting
the  Internet or the  automobile  insurance  repair  industry  may require us to
quality in additional  jurisdictions.  Our failure to qualify in a  jurisdiction
where we are required to do so could subject us to taxes and penalties. It could
also  hamper  our  ability  to  enforce  contracts  in such  jurisdictions.  The
application  of  laws  or  regulations  from  jurisdictions  whose  laws  do not
currently  apply to our  business  could have a material  adverse  effect on our
business, results of operations and financial condition.

                                       9
<PAGE>

Special Considerations

         The risks and  uncertainties  described  below are not the only ones we
face.  Additional  risks and  uncertainties  not presently  known to us may also
adversely impact our business operations. If any of the following risks actually
occur,  our  business,  financial  condition,  or  operating  results  could  be
negatively affected.

                          Risks Related to Our Business

Our limited  operating  history  makes  evaluating  our business  and  prospects
difficult.

         We have a limited operating history on which you can base an evaluation
of our business and future  prospects.  Although we were  incorporated in August
1996,  we have only been  involved in the internet  based  automobile  collision
insurance  claims  business since our merger with  eAutoclaims.com,  Inc. in May
2000. Our limited  operating history in this industry makes an evaluation of our
future  prospects very  difficult.  We have not achieved  profitability  and may
never be profitable.  If we do achieve profitability in any period, we cannot be
certain that we will sustain or increase  such  profitability  on a quarterly or
annual basis. You should carefully  consider our prospects in light of the risks
and  difficulties  frequently  encountered  by early stage  companies in new and
rapidly evolving markets. There is a risk that we will not be able to accomplish
our objectives. Failure to achieve any of our objectives could negatively affect
our business, financial condition and results of operations.

We have all the risks of a principal in the automobile repair process.

         We receive  revenue from insurance  companies for repairs  completed by
members  of our  network  of repair  shops.  We  approve  all  repair  shops for
inclusion  in our  network and  determine  which  repair  shop will  perform the
repairs.  We are  responsible  for  collecting  our  revenue  directly  from the
insurance company. We therefore act as a principal in the transaction.

         If the repairs are not  completed  correctly,  and the vehicle  must be
sent to another  repair  shop for repairs to be  performed,  we must pay for the
repairs  to be  completed  again.  This cost is not  passed on to the  insurance
company  but is a risk that we bear.  We control  this risk by  monitoring  work
performed by the repair shops,  monitoring  customer  complaints,  reviewing the
repair shop history and actual site visits to repair  shops.  We add or subtract
from our network based on our review, and our review alone, of the repair shops.
We eliminate  repair shops that we feel are not providing  repair work up to its
standards. Repairs are approved by customers upon retrieval of their vehicle. We
constantly  review and revise our network to determine if repair shops  included
should be removed.  We have the risks and rewards of ownership  such as the risk
of loss for collection, delivery or returns.

         All our fees are negotiated between us and the insurance  company,  and
the negotiation  does not include any repair shop. We must pay the repair shop a
fee  negotiated  between us and the repair shop,  and the  negotiation  does not
include  any  insurance  company.  The amount  owed to the  repair  shop is owed
directly by us and is not guaranteed,  directly or indirectly,  by any insurance
company. We are not acting as an agent or broker (including performing services,
in  substance,  as an agent  broker) with  compensation  on a commission  or fee
basis.

         To date, additional repairs that our repair shops have to provide after
a vehicle  has been  returned  to its user have not been  material.  We have not
experienced  any  material  bad  debts  or  collection   difficulties  from  our
customers.  However,  because we act as the principal in the  automobile  repair
process, we are subject to the risks of poor repair work and accounts receivable
write-offs from our customers due to dissatisfaction with our services.

We have  historically  incurred  losses  and these  losses may  increase  in the
future.

         We have never been profitable.  During the year ended July 31, 2001, we
had a net loss of $7,637,926.  As of July 31, 2001, our accumulated  deficit was
$15,325,487.  In order to become profitable and sustain  profitability,  we will
need to  generate  significant  revenues to offset our sales and  marketing  and
general and administrative  expenses.  We may not achieve or sustain our revenue
or profit goals and our losses may grow in the future.

         On April 9, 2001, we issued options to acquired 2,200,000 shares of our
Common Stock to our executive  officers and key employees.  All of these options
have an exercise price of $.01. The fair market value of our common shares as of
the date these  options  were  granted  was $1.53.  We  incurred a charge to our
income  statement  for the quarter  ended April 30,  2001 of  $3,344,000,  which
represents  the  difference  between the  exercise  price of $.01 and the market
value of $1.53  multiplied by the number of options  issued.  Although this is a
non-cash  charge we reported a significant  loss for our quarter ended April 30,
2001 due to this charge.

                                       10
<PAGE>


We are  dependent  on only a few  customers  for a  substantial  portion  of our
revenues.

         During  the year  ended  July 31,  2001,  one  customer  accounted  for
approximately  64% of our total gross  revenues.  The loss of this customer or a
significant  reduction  in  the  amount  of  business  it  does  with  us  would
substantially  reduce our revenues and adversely  affect our ability to continue
operations.  Our long-term success depends upon increasing revenues by expanding
our base of customers and reducing our reliance upon a few customers. Because of
the competitive  nature of our business and the uncertainty as to the acceptance
of the  Internet  to handle  insurance  claims,  we may not be able to  increase
revenues sufficiently to become profitable.

We depend upon independently owned and operated repair shops to provide services
to our customers.

         We have agreements with a network of  independently  owned and operated
vehicle repair facilities to provide services to our customers. Either we or the
repair  facility can terminate our contracts at will.  Our business could suffer
if a significant number of these repair shops terminate their agreements with us
or fail to provide the quality of service expected by our customers.

We may not be  indemnified  for all losses  resulting  from our  vehicle  repair
business.

         We  require  that all repair  shops in our  network  indemnify  us from
claims  relating to their  negligent acts or breach of their  agreement with us,
maintain a specified amount of liability insurance  coverage,  and name us as an
additional insured under their liability policy. This coverage may not, however,
cover all liabilities to which we may be subject,  and our business could suffer
if we need to draw significant  funds from operating  revenue to pay claims that
are not covered or that exceed the limits of our coverage.

The  market  for  insurance   auto  collision   claims   services  is  extremely
competitive.

         Because  the  auto  collision   claims   service   industry  is  highly
competitive  and has low barriers to entry, we cannot assure you that we will be
able to compete  effectively.  We are aware of three other  companies that offer
internet-based  services  similar  to  ours,  CEI  Group,  Consolidated  Service
Corporation and  Driversshield,  Inc.. These competitors  provide their services
primarily to the fleet management  industry.  First Priority Group, Inc., is the
one  competitor  we are aware of that offers repair shop  connectivity  with the
claims review and volume discount we offer.  All of these  competitors have been
in  business  longer  than we have and have  significantly  greater  assets  and
financial  resources  than currently  available to us. We expect  competition to
intensify in the Internet-based segment of this industry as current non-Internet
competitors  expand their market into the Internet and new competitors enter the
market  utilizing  the  Internet.  We cannot  assure you that we will be able to
compete  successfully   against  current  or  future  competitors.   Competitive
pressures could force us to reduce our prices and may make it more difficult for
us to  attract  new  customers  and  retain  current  customers.  The  principal
competitive factors for our services are:

     o    turn around time for claims processing;

     o    quality of repair shop services;

     o    ability to offer nationwide access to repair facilities;

     o    claims processing fees and charges;

     o    ability to offer new services  and  incorporate  technological  change
          into existing services;

     o    24/7 access to status of claim;

     o    volume of  repair  claims a repair  facility  can  expect  to  support
          discount amounts.

         As competition in our industry increases, it is likely that many of our
competitors will have access to greater  resources than are currently  available
to us,  including  financial,  employee,  customer  relations,  technology,  and
expertise  in  developing  and  implementing  new  technologies  as the industry
evolves.  In  addition,  competitors  may be able to develop  services  that are
superior to our  service,  that  achieve  greater  customer  acceptance  or that
significantly  improves  functionality  as compared to our  existing  and future
products and services.

The use of the Internet to provide collision claims administration services is a
recent development and the extent of customer acceptance is not yet known.

                                       11
<PAGE>


         Internet-based  collision claims administration is a relatively new and
evolving industry.  As such, there is no clearly defined business model that has
a lengthy history of customer acceptance and profitability.  For the industry to
be successful,  insurance  companies and  policyholders  must both be willing to
obtain collision  administration services over the Internet.  There is no way to
be sure that a  sufficient  number of  customers  will  utilize our  services to
enable us to become and remain profitable.

We depend on key personnel and will need to recruit new personnel as we grow.

         Because  we are a small  company,  we are  currently  dependent  on the
efforts of a limited number of management  personnel.  We believe that given the
development stage of our business and the large amount of  responsibility  being
placed on each member of our  management  team,  the loss of the services of any
member of this team at the present time would harm our business.  Each member of
our management  team supervises the operation and growth of one or more integral
parts of our business.

         If we are  successful in expanding  our customer  base, we will need to
add  additional  key personnel as we continue to grow. If we cannot  attract and
retain  enough  qualified and skilled  staff,  the growth of our business may be
limited.  Our ability to provide  services  to clients  and expand our  business
depends,  in part, on our ability to attract and retain staff with  professional
experiences  that are relevant to technology  development and other functions we
perform.  Competition for personnel with these skills is intense. Some technical
job categories are under conditions of severe shortage in the United States.  In
addition,  restrictive  immigration  quotas  could  prevent  us from  recruiting
skilled staff from outside the United  States.  We may not be able to recruit or
retain the caliber of staff  required to carry out  essential  functions  at the
pace necessary to sustain or expand our business.

         We believe our future success will depend in part on the following:

     o    the continued employment and performance of our senior management,
     o    our ability to retain and motivate our officers and key employees, and
     o    our ability to identify,  attract,  hire, train,  retain, and motivate
          other highly skilled technical,  managerial,  marketing,  and customer
          service personnel.

Our business will suffer if our independent automobile collision repair shops do
not provide good service.

         We currently have relationships with over 2,600 independently owned and
operated body shops upon which we depend to perform quality repair services at a
reasonable  cost and in a timely  manner.  Although  we monitor  the quality and
timeliness of their services and can terminate our relationship with those shops
that do not  meet our  standards,  we do not have  meaningful  control  over the
quality of their services. Poor workmanship or service by any of these shops can
adversely affect our  relationships  with customers and could cause them to stop
dealing  with us or  reduce  the  amount  of  business  that they do with us. In
addition,  because we assume the responsibility for the quality of repairs, poor
workmanship  and inferior  work can  negatively  affect our  financial  position
because of the additional costs we incur in properly repairing an automobile.

We are  dependent  on third  parties  and certain  relationships  to fulfill our
obligations to our customers.

         We are heavily  dependent  upon the collision  repair shops and support
facilities which are members of our Preferred Provider Network to adequately and
promptly  service our customers'  needs.  eAuto is dependent upon its ability to
enter  into  agreements  with  collision  repair  shops,  glass  shops and other
providers of services who provide quality service at the negotiated  prices. Our
business is also generally  dependent upon our ability to obtain the services of
programmers and website  designers and other persons and entities  necessary for
the development  and maintenance of our website.  There can be no assurance that
the  Company  will  obtain  the  services  of any such  person  or  entities  on
satisfactory terms, if at all, or that the Company will be able to maintain such
relationships.

                                       12
<PAGE>


If we fail to adequately  protect our trademarks  and  proprietary  rights,  our
business could be harmed. Our rights to our servicemarks are uncertain.

         The steps we take to protect our proprietary  rights may be inadequate.
We regard our copyrights,  service marks, trademarks,  trade secrets and similar
intellectual  property as  critical to our  success.  We rely on  trademark  and
copyright law, trade secret protection and confidentiality or license agreements
with our employees,  customers,  partners and others to protect our  proprietary
rights. Our service mark applications for  eAutoclaims.com  and Bricks to Clicks
on the primary federal  register were rejected.  It is uncertain if we will ever
be able to  obtain  servicemarks  for these  marks.  We have  been  involved  in
litigation  regarding  the  rights  to use the name  eAutoclaims.com.  Effective
trademark,  service  mark,  copyright  and trade  secret  protection  may not be
available in every  country in which we may in the future offer our products and
services.  Furthermore,  the relationship  between regulations  governing domain
names and laws protecting  trademarks and similar  proprietary right is unclear.
Therefore, we may be unable to prevent third parties from acquiring domain names
that are  similar  to,  infringe  upon or  otherwise  decrease  the value of our
trademarks and other proprietary rights.

We may not be able to protect our proprietary technology.

         Despite any  precautions we may take, a third party may be able to copy
or  otherwise  obtain  and use our  software  or other  proprietary  information
without  authorization  or develop  similar  software  independently.  We cannot
assure   you  that  the  steps  we  have   taken  or  will  take  will   prevent
misappropriation of our technology. Litigation may be necessary in the future to
determine the validity and scope of the proprietary  rights of others, or defend
against  claims  of  infringement  or  invalidity.   This  litigation,   whether
successful or unsuccessful,  could result in substantial costs and diversions of
resources,  either of which could harm our business. If we are unable to protect
our current or future proprietary technology, our ability to compete effectively
will be harmed.

We may not be able to adequately protect our domain name.

         eAutoclaims.com  currently  holds various Web domain names  relating to
its  business,  including  the  domain  name:  "eAutoclaims.com."   Governmental
agencies and their designees  generally regulate the acquisition and maintenance
of domain  names.  For  example,  in the United  States,  the  National  Science
Foundation  has  appointed  Network  Solutions,  Inc. as the  current  exclusive
registrar  for the ".com",  ".net" and ".org"  generic  top-level  domains.  The
regulation  of domain  names in the United  States and in foreign  countries  is
subject to change in the near  future.  Such  changes  in the United  States are
expected to include a  transition  from the  current  system to a system that is
controlled by a non-profit  corporation and the creation of additional top-level
domains.  Governing bodies may establish additional  top-level domains,  appoint
additional  domain name registrars or modify the requirements for holding domain
names.  As a result,  we may be unable to acquire or  maintain  relevant  domain
names  in  all  countries  in  which  we  conduct  business.   Furthermore,  the
relationship  between  regulations  governing  domain names and laws  protecting
trademarks  and  similar  proprietary  rights is unclear.  Therefore,  we may be
unable to prevent third parties from acquiring domain names that are similar to,
infringe upon or otherwise decrease the value of our proprietary  rights. We are
currently  involved in  litigation  involving  our rights to the domain name and
service mark of  eAutoclaims.com.  If we are not able to prevent our competitors
from securing our domain name, they could capitalize on our name recognition.

If we are to  remain  competitive,  we must be able  to  keep  pace  with  rapid
technological change.

         To remain  competitive,  we must  continue  to enhance  and improve the
responsiveness,  functionality and features of our website.  The online commerce
industry is characterized  by rapid  technological  change,  changes in user and
customer  requirements  and  preferences,   frequent  new  product  and  service
introductions  embodying  new  technologies  and the  emergence  of new industry
standards and  practices  that could render our business  model and  proprietary
technology  and  systems  obsolete  in  comparison  to systems  competitors  may
implement. Our future success will depend, in part, on our ability to develop or
license leading technologies useful in our business,  enhance the ease of use of
our existing  services,  develop new services and technologies  that address the
varied  needs of our  customers,  and  respond  to  technological  advances  and
emerging industry  standards and practices on a cost-effective and timely basis.
If we were  unable,  for  technical,  legal,  financial  or  other  reasons,  to
incorporate  new  technology in new features or products,  we may not be able to
adapt in a timely manner to changing market conditions or customer requirements.

We may infringe intellectual property rights of third parties.

         Litigation  regarding  intellectual  property  rights  is common in the
software  and  technology  industries.  We may in the  future be the  subject of
claims for infringement,  invalidity,  or  indemnification  claims based on such
claims of other  parties'  proprietary  rights.  These  claims,  with or without
merit,  could be time  consuming  and costly to defend or  litigate,  divert our
attention  and  resources,  or  require us to enter  into  royalty or  licensing
agreements.  There is a risk  that  such  licenses  would  not be  available  on

                                       13
<PAGE>

reasonable  terms, or at all. Although we believe we have the ability to use our
intellectual  property  to  operate  and market our  existing  services  without
incurring  liability  to third  parties,  there is a risk that our  products and
services infringe the intellectual property rights of third parties.

Our products and  technology  depend on the continued  availability  of licensed
technology from third parties.

         We license and will continue to license certain technology and software
from third parties. These licenses are integral to our business. If any of these
relationships  were  terminated  or if any of these third  parties were to cease
doing  business,  we would be  forced  to spend  significant  time and  money to
replace the licensed  software.  If we are not able to replace these licenses on
commercially  reasonable  terms,  it  may  be  necessary  for  us to  modify  or
discontinue some of our services that depend upon technology licensed from third
parties. We cannot assure you that we would be able to replace these licenses.

                          Risks Related to the Internet

The Internet could become subject to regulations that affect our business.

         Our business relies on the Internet and other electronic communications
gateways. We intend to expand our use of these gateways. To date, the use of the
Internet  has  been  relatively  free  from  regulatory   restraints.   However,
legislation,  regulations,  or interpretations may be adopted in the future that
constrain our own and our customers'  abilities to transact business through the
Internet  or other  electronic  communications  gateways.  Legislation  or other
attempts at  regulating  commerce  over the Internet  could impair the growth of
commerce on the Internet or could impose  licensing or other  requirements  that
could increase our cost of providing Internet-based services.

We are vulnerable to the effects of natural  disasters,  computer  viruses,  and
similar disruptions.

         The continued and  uninterrupted  performance of our computer system is
critical to our success.  Our ability to successfully  provide our  applications
and high-quality customer service largely depends on uninterrupted  operation of
our computer and  communications  hardware and software  systems.  We have taken
measures to help assure that our systems are protected from unauthorized access.
In addition,  we maintain  redundant  systems for backup and disaster  recovery.
Despite these  safeguards,  we may be vulnerable to damage or interruption  from
fire, flood,  power loss,  telecommunications  failure,  break-ins,  and similar
events.  In  addition,  we do not, and may not in the future,  carry  sufficient
business  interruption  insurance  to  compensate  us for losses that may occur.
Despite our  implementation of Internet security  measures,  our servers will be
vulnerable to computer viruses,  physical or electronic  break-ins,  and similar
disruptions  which  could  lead to  interruptions,  delays,  loss of data or the
inability to process transactions.

Our future success will depend on the Internet's ability to accommodate growth.

         The  recent  growth  in the use of the  Internet  has  caused  frequent
periods of performance degradation. Any failure in performance or reliability of
the Internet could  adversely  affect our ability to fulfill our  obligations to
customers in a timely manner and,  consequently,  hurt our operating results. To
the extent that the Internet continues to experience increased numbers of users,
frequency  of use or increased  bandwidth  requirements  of users,  the Internet
infrastructure  may not be able to continue to support the demands  placed on it
and,  as a  result,  the  performance  or  reliability  of the  Internet  may be
adversely  affected.  Furthermore,  the  Internet has  experienced  a variety of
outages and other delays as a result of damage to portions of its infrastructure
or otherwise.  The relatively complex and unproven  technology that makes up the
Internet  infrastructure  poses a risk of material  outages or delays that could
adversely  affect the ability of our  customers to use our trading  systems.  In
addition, the Internet could lose its viability as a form of media due to delays
in the  development  or adoption of new standards and protocols  that can handle
increased levels of activity.  The infrastructure and complementary products and
services  necessary to maintain the Internet as a viable  commercial  medium may
not be developed or maintained.

We are dependent on the continued growth of online commerce.

         Our future  revenues and any future  profits will be dependent upon the
widespread  acceptance  and use of the Internet and other online  services as an
effective  medium of commerce by  consumers.  No standards  have yet been widely
accepted for the measurement of the  effectiveness  of Internet sales, and there
can be no assurance  that such standards  will develop  sufficiently  to support
Internet sales as a purchasing  medium.  Rapid growth in the use of and interest
in the Internet, and other online services is a recent phenomenon, and there can
be no  assurance  that  acceptance  and use will  continue  to develop or that a
sufficiently  broad base of  consumers  will adopt,  and  continue  to use,  the

                                       14
<PAGE>

Internet  and other online  services as a medium of commerce.  Demand and market
acceptance for recently  introduced  services and products over the Internet are
subject to a high level of uncertainty  and there exist few proven  services and
products. We rely, and will continue to rely, on consumers who have historically
used  traditional  means  of  commerce  to  purchase  merchandise.  For us to be
successful,  these  consumers  must accept and utilize  novel ways of conducting
business  and  exchanging  information.  There  can  be no  assurance  that  our
customers will accept the Internet as a means to purchase the Company's services
or that our customers will adopt its systems as a means to purchase services.

Governmental regulation and taxation of the Internet is subject to change.

         A number of legislative and regulatory proposals under consideration by
federal, state, local and foreign governmental organizations may result in there
being enacted laws concerning various aspects of the Internet,  including online
content, user privacy, access charges, liability for third-party activities, and
jurisdictional issues. These laws could harm our business by increasing our cost
of doing business or discouraging use of the Internet.

         In addition,  the tax treatment of the Internet and electronic commerce
is currently  unsettled.  A number of proposals have been made that could result
in Internet activities,  including the sale of goods and services,  being taxed.
The U.S.  Congress  passed the  Internet  Tax  Information  Act,  which places a
three-year  moratorium on new state and local taxes on Internet commerce.  There
may,  however,  be enacted in the future laws that change the federal,  state or
local  tax  treatment  of the  Internet  in a way  that  is  detrimental  to our
business.

         Some local telephone  carriers claim that the increasing  popularity of
the Internet has burdened  the existing  telecommunications  infrastructure  and
that many  areas  with  high  Internet  use are  experiencing  interruptions  in
telephone  service.  These carriers have  petitioned the Federal  Communications
Commission to impose access fees on Internet service providers.  If these access
fees are imposed, the cost of communicating on the Internet could increase,  and
this could  decrease  the demand for our services and increase our cost of doing
business.

                        Risks Related to Our Common Stock

Our Common Stock price may be volatile, which could result in substantial losses
for individual stockholders.

         The market price for our Common  Stock is likely to be highly  volatile
and subject to wide fluctuations in response to factors including the following,
some of which are beyond our  control,  which  means our market  price  could be
depressed and could impair our ability to raise capital:

     o    actual or anticipated variations in our quarterly operating results;
     o    announcements of technological innovations or new products or services
          by us or our competitors;
     o    changes in financial estimates by securities analysts;
     o    conditions  or  trends  in  the  Internet   and/or   online   commerce
          industries;
     o    changes in the economic  performance and/or market valuations of other
          Internet, online commerce companies;
     o    additions or departures of key personnel.

Our Certificate of  Incorporation  limits director  liability  thereby making it
difficult to bring any action against them for breach of fiduciary duty.

         As permitted by Nevada law, the Company's  Certificate of Incorporation
limits  the  liability  of  directors  to the  Company or its  stockholders  for
monetary damages for breach of a director's  fiduciary duty except for liability
in certain instances.  As a result of the Company's charter provision and Nevada
law,  stockholders  may have limited  rights to recover  against  directors  for
breach of fiduciary duty.

                                       15
<PAGE>


We may be unable to meet our future capital requirements.

         We are  substantially  dependent  on receipt of  additional  capital to
effectively execute our business plan. If adequate funds are not available to us
on  favorable  terms we will not be able to  develop  new  services  or  enhance
existing services in response to competitive  pressures,  which would affect our
ability  to  continue  as a going  concern.  We do not  anticipate  issuing  any
additional  shares of our Series A Preferred  Stock as a source of  capital.  We
cannot be certain that additional financing will be available to us on favorable
terms  when  required,  or at all.  If we raise  additional  funds  through  the
issuance of equity,  equity-related or debt securities, such securities may have
rights,  preferences  or privileges  senior to those of the rights of our Common
Stock and our stockholders may experience additional dilution.

Penny stock regulations may impose certain  restrictions on marketability of our
stock.

         The Securities and Exchange  Commission (the  "Commission") has adopted
regulations  which  generally  define a "penny stock" to be any equity  security
that has a market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions.  As a result,
our  Common  Stock is subject to rules that  impose  additional  sales  practice
requirements  on  broker-dealers  who sell such securities to persons other than
established  customers and accredited  investors (generally those with assets in
excess of $1,000,000 or annual income exceeding  $200,000,  or $300,000 together
with their spouse).  For transactions  covered by these rules, the broker-dealer
must  make  a  special  suitability  determination  for  the  purchase  of  such
securities and have received the purchaser's  written consent to the transaction
prior to the  purchase.  Additionally,  for any  transaction  involving  a penny
stock, unless exempt, the rules require the delivery,  prior to the transaction,
of a risk disclosure  document mandated by the Commission  relating to the penny
stock market.  The  broker-dealer  must also disclose the commission  payable to
both the broker-dealer and the registered representative, current quotations for
the  securities  and,  if  the  broker-dealer  is the  sole  market  maker,  the
broker-dealer must disclose this fact and the  broker-dealer's  presumed control
over the market.  Finally,  monthly  statements must be sent  disclosing  recent
price information for the penny stock held in the account and information on the
limited  market in penny  stocks.  Consequently,  the  "penny  stock"  rules may
restrict the ability of broker-dealers to sell our securities.

We have never paid dividends on our Common Stock and do not expect to pay any in
the  foreseeable  future.  We are subject to  restrictions on our ability to pay
dividends.

         A  potential  purchaser  should not expect to receive a return on their
investment in the form of dividends on our Common Stock. We have never paid cash
dividends  on our  Common  Stock and we do not  expect to pay  dividends  in the
foreseeable  future.  Our  ability  to pay  dividends  on our  Common  Stock  is
restricted  by the terms of our  agreements  with the  holders  of our  Series A
Preferred Stock.  Holders of our Series A Preferred Stock are entitled to annual
dividends of 8% (aggregating $168,000 annually, assuming no conversion). For the
foreseeable  future, we anticipate that we will retain all of our cash resources
and earnings, if any, for the operation and expansion of our business, except to
the extent required to satisfy our  obligations  under the terms of the Series A
Preferred Stock.

Substantial  sales of our Common  Stock  could  cause our stock price to rapidly
decline.

         The market price of our Common Stock may fall rapidly and significantly
due to sales of our Common Stock from other sources such as:

         o        The sale of Common Stock  underlying the conversion  rights of
                  our Series A Preferred Stock and convertible debentures.

         o        Liviakis   Financial   Communications,    Inc.,   which   owns
                  approximately 1,455,200 shares of our Common Stock, allows the
                  brokerage firm which has a lien upon such shares, to sell such
                  shares in  accordance  with the  provisions of Rule 144 in the
                  event such brokerage firm  determines  that the liquidation of
                  our  shares  is  required  to cover a margin  call on a margin
                  account   maintained  at  this   brokerage  firm  by  Liviakis
                  Financial Communications, Inc.

         o        Two former  employees  of Liviakis  Financial  Communications,
                  Inc.,  who own in the aggregate  250,400  shares of our Common
                  Stock have the right to sell such shares  pursuant to Rule 144
                  without lockup restriction.

         o        The sale of shares of our Common Stock underlying the exercise
                  of outstanding options and warrants.

                                       16
<PAGE>


         o        The sale of shares of our Common  Stock,  which are  available
                  for resale under Rule 144 or are otherwise freely tradable and
                  which are not subject to lock-up restrictions.

         Any sale of  substantial  amount  of our  Common  Stock  in the  public
market,  or the perception that these sales might occur,  whether as a result of
the sale of Common Stock received by shareholders  upon conversion of our Series
A Preferred  Stock,  exercise of  outstanding  warrants or options or otherwise,
could lower the market price of our Common Stock. Furthermore, substantial sales
of our Common Stock by such  parties in a relatively  short period of time could
have the effect of  depressing  the market  price of our Common  Stock and could
impair our  ability  to raise  capital  through  the sale of  additional  equity
securities.  Moreover,  our ability to obtain  additional  equity capital may be
adversely  affected by the  restrictions  imposed  upon us under the  agreements
relating to the issuance of our Series A Preferred Stock.

Because  our  recent  public  offering  of  Common  Stock  was not  successfully
completed,   we  have  incurred  significant   penalties  and  costs  under  the
arrangements with our Series A Preferred Shareholders.

         We  intended  to make a public  offering  consisting  of  shares of our
Common Stock and  warrants to purchase  shares of our Common  Stock.  Because of
market  conditions  and our failure to gain  approval  for listing of our Common
Stock on the American Stock  Exchange,  our underwriter was not able to complete
the  offering.  As a result,  we have entered into  certain  understandings  and
arrangements  with the  holders  of our  Series A  Preferred  Stock,  which  are
reflected  in  Amended  and  Restated  Master  Modification   Agreement.   These
arrangements and understandings provide for, among other matters, as follows:

         o        We have issued to the holders of our Series A Preferred  Stock
                  344,500  restricted  shares of our Common Stock to satisfy the
                  penalty  provisions  for our  failure to  register  our Common
                  Stock  underlying  the Series A  Preferred  Stock and  related
                  warrants to the holders of this Series A Preferred Stock under
                  our Registration Rights Agreement.

         o        The conversion price of our Series A Preferred Stock is set at
                  the lower of 75% of the average of the three lowest bid prices
                  of our Common Stock for the twenty  trading days preceding the
                  Conversion Date or $.62.5 cents.

         o        All Series A Preferred  Stock is converted at such time as the
                  outstanding  Series A Preferred  Stock is less than  $250,000,
                  subject to the 4.9% beneficial ownership limitation.

         o        The  Series  A  Preferred  Shareholders  may not  acquire  any
                  additional  shares of our Common  Stock in the open  market or
                  convert  our Series A  Preferred  Stock into  Common  Stock or
                  exercise  their  warrants  if the effect of such a purchase or
                  conversion  would  be to  increase  such  entities  beneficial
                  ownership position above 4.9%.

         o        The  Series A  Preferred  Shareholders  agreed  to allow us to
                  withdraw our prior  registration  statement,  which registered
                  the shares of Common Stock underlying the conversion rights of
                  the Series A Preferred  Stock and related  investor  and agent
                  warrants.  The holders of the Series A Preferred  Stock have a
                  demand registration right upon 60 days notice.

         o        Thomson  Kernaghan was granted the exclusive rights to provide
                  any future  equity line  financing  arrangements  through May,
                  2003.

         o        The mandatory  conversion date of the Series A Preferred Stock
                  was  extended  from 2 years  to 3 years,  subject  to the 4.9%
                  beneficial ownership limitation.

         The  covenants  with our Series A Preferred  Shareholders  restrict our
ability to incur debt outside the normal course,  acquire other businesses,  pay
dividends, sell assets or issue our securities without the consent of the Series
A Preferred  Shareholders.  Such  arrangements  may adversely  affect our future
operations or may require us to make  additional  concessions  to the holders of
the Series A Preferred Stock in order to enter into transactions or take actions
management  deems  beneficial  and in our best  interests  of the holders of our
Common Stock.

                                       17
<PAGE>


The forward-looking information in this Form 10-KSB may prove inaccurate.

         This Form 10-KSB  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.  When used in this prospectus,
words such as "anticipate,"  "believe,"  "estimate," "expect," and, depending on
the  context,   "will"  and  similar  expressions,   are  intended  to  identify
forward-looking  statements.  Such  statements  reflect our  current  views with
respect to future  events and are subject to certain  risks,  uncertainties  and
assumptions,  including the specific risk factors described above. Should one or
more  of  these  risks  or  uncertainties  materialize,   or  should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
anticipated,  believed,  estimated or expected. We do not intend to update these
forward-looking statements and information.

ITEM 2.  DESCRIPTION OF PROPERTY

         Our main  offices are located at 2708  Alternate  19 North,  Suite 604,
Palm Harbor,  Florida  34683.  On October 17,  2000,  we entered into a 36-month
lease for approximately 13,367 square feet. Effective April 1, 2001 we increased
the square  footage  leased by 1,587 square feet to 14,954 square feet.  Monthly
rent of  approximately  $16,500  terminates  on November 30, 2003. We may cancel
this  lease on March 31,  2002 with 90 days  prior  written  notice and a buyout
payment of approximately  $13,500. The monthly rent may be increased annually by
the greatest of 5% or increases in the Consumer  Price Index.  We also lease and
occupy an office for our call center at 720 Gracern Road,  Suite 420,  Columbia,
South  Carolina  29210.  The monthly base rent is $4,250.  This lease expires on
November  30, 2003.  If we continue to  experience  growth,  new offices will be
required.

         The Company has entered into a five-year lease for approximately 30,000
square feet office  facility at 110 East Douglas Road,  Oldsmar,  Florida 34677.
Monthly rent, including sales taxes, will be approximately  $16,850 in the first
year with a 3% increase each year thereafter. The lease commences on December 1,
2001.  The  first  four  months,  ending  March  2002 of rent  will be paid with
eAutoclaims  stock with subsequent months being paid in cash. We have the option
to renew the lease for two additional years after the initial five-year term. On
or after  December  31,  2004,  we also have the right to  purchase  the  entire
facility,  totaling 62,000 square feet, with the associated land for $2,950,000.
We are  obligated to issued 97,927 shares of our Common Stock to the landlord of
this lease with registration rights.

ITEM 3.  LEGAL PROCEEDINGS

         From time to time, we may be involved in litigation  relating to claims
arising out of our ordinary course of business. On or about October 23, 2000, we
received a demand letter from a website  developer for $135,000  alleging breach
of  contract.  Our  management  believes  that we are  entitled  to a refund  of
$15,000.  A complaint has been filed in Pinellas  County Circuit Court regarding
this  dispute,  the  Circuit  Court of the Sixth  Judicial  Circuit in  Pinellas
County, Florida, Case No. 00-8376-C1-15. It is too early to predict the ultimate
outcome of this dispute.  Management  believes we have  meritorious  defenses to
this action.  We believe  that there are no other  claims or actions  pending or
threatened  against us, the ultimate  disposition of which would have a material
adverse effect on us.

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

         None during the current fiscal year ended July 31, 2001.

                                       18
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Value

         Our Common  Stock is traded on the OTCBB under the symbol  "EACC".  The
following table sets forth,  the high and low bid prices of the Common Stock for
the periods shown as reported by the National  Quotation Bureau.  The bid prices
quoted  on  the  OTCBB  reflect  inter-dealer  prices  without  retail  mark-up,
mark-down or commission  and may not represent  actual  transactions.  All share
amounts are stated  without taking into account the 25 for 1 reverse stock split
that occurred in October 1999.

<TABLE>
<CAPTION>

                                                                 High Bid     Low Bid
<S>                                                            <C>          <C>
         Fiscal Year Ended July 31, 1999
         First Quarter (August 1, 1998 to October 31, 1998)        0.78         0.63
         Second Quarter (November 1, 1998 to January 31, 1999)    11.25         5.50
         Third Quarter (February 1, 1999 to April 30, 1999)        7.75         2.25
         Fourth Quarter (May 1, 1999 to July 31, 1999)             4.25         1.50

         Fiscal Year Ended July 31, 2000
         First Quarter (August 1, 1999 to October 31, 1999)        4.12         0.22
         Second Quarter (November 1, 1999 to January 31, 2000)     3.06         1.50
         Third Quarter (February 1, 2000 to April 30, 2000)        9.31         1.50
         Fourth Quarter (May 1, 2000 to July 31, 2000)             6.63         2.75

         Fiscal Year Ended July 31, 2001
         First Quarter (August 1, 2000 to October 31, 2000)        4.25         1.44
         Second Quarter (November 1, 2000 to January 31, 2001)     2.75         0.75
         Third Quarter (February 1, 2001 to April 30, 2001)        2.19         1.16
         Fourth Quarter (May 1, 2001 to July 31, 2001)             2.80         1.14

</TABLE>

DESCRIPTION OF SECURITIES

         Our authorized  capital stock  consists of 50,000,000  shares of Common
Stock, $.001 par value ("Common Stock"), and 5,000,000 of preferred stock, $.001
par value ("Preferred Stock"),  issuable in series. The following description of
our  capital  stock  does not  purport  to be  complete  and is  subject  to and
qualified  in its  entirety  by our  Certificate  of  Incorporation  and Bylaws,
amendments  thereto,  including the Certificates of Designation for our Series A
Preferred  Stock,  and by the  provisions of applicable  Nevada law. Our current
transfer agent is Equity Transfer Services,  Inc., 120 Adelaide West, Suite 420,
Toronto, Ontario, M5H 4C3

Common Stock

         As of September 30, 2001, there were approximately 12,900,399 shares of
our Common Stock outstanding.  In addition, as of September 30, 2001, there were
1,044,385  shares of Common Stock subject to outstanding  warrants issued to the
agent and  purchasers  of our Series A  Preferred  Stock at  exercise  prices of
between  $1.46 and $4.50 and  650,000  shares  of Common  Stock  underlying  the
warrants issued to the purchasers of our convertible debentures. As of September
30, 2001,  we have  reserved  4,582,734  shares of our Common  Stock  underlying
options issued to our directors,  employees and consultants with exercise prices
of between $.01 and $12.50.  We have also deposited 585,040 shares of our Common
Stock in escrow in  connection  with the  conversion  rights of our  outstanding
Series A Convertible Preferred Stock, which shares are included in the number of
currently outstanding shares. As of September 30, 2001, we had approximately 183
common shareholders of record.

         The holders of Common  Stock are entitled to one vote per share for the
election of directors and all other purposes and do not have  cumulative  voting
rights.  The holders of our Common Stock are entitled to receive dividends when,
as,  and if  declared  by our  Board  of  Directors,  and  in the  event  of our
liquidation to receive pro-rata, all assets remaining after payment of debts and
expenses and liquidation of the preferred stock.  Holders of our Common Stock do
not have any pre-emptive or other rights to subscribe for or purchase additional
shares of capital  stock,  no conversion  rights,  redemption,  or  sinking-fund
provisions.

                                       19
<PAGE>

Preferred Stock and Related Warrants

         Our Board of Directors (without further action by the shareholders) has
the option to issue from time to time authorized  un-issued  shares of Preferred
Stock and determine the terms, limitations,  residual rights, and preferences of
such shares.  The Company has the  authority to issue up to 5,000,000  shares of
Preferred  Stock  pursuant to action by its Board of Directors.  As of September
30, 2001, we had 520 shares of Series A Preferred Stock outstanding.

         We entered into a Securities  Purchase Agreement and related agreements
effective  June 27,  2000,  with  Thomson  Kernaghan,  as agent  (the  "Agent"),
relating  to the  issuance  of our  Series  A  Preferred  Stock.  The  following
discussion  is only a summary  of  certain  of the terms and  provisions  of the
Securities   Purchase  Agreement,   Registration   Rights  Agreement,   Security
Agreement,  Certificate  of  Designation  for  our  Series  A  Preferred  Stock,
Purchaser's Warrants and Agent's Warrants.

         Each time we issue our Series A Preferred Stock we are required to also
issue to the  purchaser  warrants (the  "Purchaser's  Warrants") to purchase the
number of shares of our Common  Stock  determined  by dividing 30% of the dollar
amount of our  Preferred  Stock issued to that  purchaser by 130% of the closing
bid price of our Common Stock on the day  immediately  preceding the issuance of
our Preferred  Stock.  We are also required to issue  warrants to the Agent (the
"Agent's  Warrants")  equal to 10% of the  number of our  Common  Stock that our
Preferred  Stock would be convertible  into if the Series A Preferred Stock were
convertible into our Common Stock, assuming the conversion date was the date the
Preferred  Stock was issued at an exercise  price of $4.50.  We are  required to
register the shares  underlying the  Purchaser's  Warrants and Agent's  Warrants
simultaneously  with  the  registration  of  the  shares  of  our  Common  Stock
underlying the Series A Preferred  Stock.  The Agent's  Warrants and Purchaser's
Warrants have anti-dilution  rights, which may result in downward adjustments of
their respective exercise prices. All Purchaser's  Warrants and Agent's Warrants
are immediately exercisable, and have five (5) year exercise period.

         On October 3, 2000, we received  approximately  $1,160,000  (net of the
Agent's  selling  commission  and  legal  fees)  in a  transaction  in  which we
privately placed to a group of accredited  investors 260 shares of our Preferred
Stock at $5,000 per share.  In connection  with their  purchase of the Preferred
Stock,  these  investors were issued  Purchaser's  Warrants to purchase  390,000
shares of our Common Stock at $3.00 to $3.33 per share.  On December 5, 2000, we
netted an  additional  $270,000  from the issuance of 60 shares of our Preferred
Stock at  $5,000  per  share.  In  connection  with  this  placement,  we issued
Purchaser's Warrants to acquire 90,000 shares of our Common Stock at $1.4625 per
share.

         In January and February 2001, we received  approximately  $420,000 (net
of the Agent's  selling  commission and legal fees) in a transaction in which we
privately placed to a group of accredited investors and will issue 100 shares of
our Preferred Stock at $5,000 per share.  In connection with this placement,  we
issued  Purchaser's  Warrants to acquire  150,000  shares of our Common Stock at
$2.60 per share.

         We paid the Agent in these  transactions a selling commission of 10% of
the purchase  price of the  Preferred  Stock issued or $210,000,  and issued the
Agent  warrants to  purchase  188,165  shares of our Common  Stock at a price of
$4.50 per share.

         On June 6, 2001,  Governors Road,  LLC, one of the existing  holders of
our Series A  Preferred  Stock  purchased  100 shares of our Series A  Preferred
Stock.  We netted  $440,000 after payment of a $50,000 fee payable to Greenfield
Investments,  an affiliate of Governors Road, LLC and $10,000 of legal fees. The
conversion price for these shares is $.62.5.

         In  connection  with the  issuance of these  shares,  we also issued to
Governors Road, LLC warrants to purchase  150,000 shares of Common Stock.  These
warrants are immediately  exercisable at $2.60 per share. In addition, we issued
warrants to Greenfield Investments to purchase 76,220 shares of our Common Stock
at an exercise price of $4.50 per share.  The exercise  prices of these warrants
have anti-dilution rights and are subject to downward adjustment. These warrants
expire five years from their issuance date.

         The Series A Preferred Stock carries a cumulative preferred dividend of
8% per annum and a  liquidation  preference  of $5,000 per share.  Each share of
Series A Preferred  Stock was originally  convertible  into shares of our Common
Stock at a per share  price  equal to the lesser of (i) 120% of the  closing bid
price of a share of our Common  Stock on the trading day  immediately  preceding
the date we issued our Series A Preferred  Stock,  or (ii) 75% of the average of
the three  lowest  closing  bid  prices of the  Common  Stock  during the twenty
trading days preceding the date of conversion.  This  conversion  price has been
adjusted as described  below. If they have not previously  been converted,  each
share of Series A Preferred Stock will automatically  convert into shares of our
Common  Stock  three (3) years from  issuance  of the Series A  Preferred  Stock
(subject to such holders not exceeding a 4.9% ownership threshold).  We have the
right to redeem the Series A Preferred Stock at a price of $5,500 per share upon
giving not less than thirty days prior written  notice to holders.  Upon receipt
of our notice of conversion,  a holder of the Series A Preferred Stock may elect

                                       20
<PAGE>

to  convert  the  shares  into  Common  Stock at any  time  prior to the date of
redemption as specified in our notice. As part of this transaction, we agreed to
file a  registration  statement  covering  all of the shares of our Common Stock
purchasable  upon conversion of the Series A Preferred Stock. We were subject to
certain penalty  provisions if the registration  statement covering these shares
is not  declared  effective  within  180 days of the day we issued  our Series A
Preferred  Stock.  This  penalty  equaled 2% per month of the amount of Series A
Preferred  Stock  issued,  not to exceed 10%. We paid this  penalty with 344,500
shares of eAutoclaims stock in July 2001.

         To secure our obligations  with respect to the Series A Preferred Stock
and the Purchase Warrants,  we have deposited 585,040 shares of our Common Stock
with the Agent. If we fail to timely deliver  certificates  for our Common Stock
upon  conversion  of the Series A Preferred  Stock or  exercise of the  Purchase
Warrants, the Agent is authorized to transfer such shares to the purchaser.

         We  intended  to make a public  offering  consisting  of  shares of our
Common Stock and  warrants to purchase  shares of our Common  Stock.  Because of
market  conditions  and our failure to gain  approval  for listing of our Common
Stock on the American Stock  Exchange,  our underwriter was not able to complete
the  offering.  As a result,  we have entered into  certain  understandings  and
arrangements  with the  holders  of our  Series A  Preferred  Stock,  which  are
reflected the new Modification Agreement.  These arrangements and understandings
provide for, among other matters, as follows:

         o        We issued  to the  holders  of our  Series A  Preferred  Stock
                  344,500  restricted  shares of our Common Stock to satisfy the
                  penalty  provisions  for our  failure to  register  our Common
                  Stock  underlying  the Series A  Preferred  Stock and  related
                  warrants to the holders of this Series A Preferred Stock under
                  our Registration Rights Agreement.

         o        The conversion price of our Series A Preferred Stock is set at
                  the lower of 75% of the average of the three lowest bid prices
                  of our Common Stock for the twenty  trading days preceding the
                  Conversion Date or $.62.5 cents.

         o        All Series A Preferred  Stock is converted at such time as the
                  outstanding  Series A Preferred  Stock is less than  $250,000,
                  subject to the 4.9% beneficial ownership limitation.

         o        The  Series  A  Preferred  Shareholders  may not  acquire  any
                  additional  shares of our Common  Stock in the open  market or
                  convert  our Series A  Preferred  Stock into  Common  Stock or
                  exercise  their  warrants  if the effect of such a purchase or
                  conversion   would  be  to  increase  such   entities   equity
                  beneficial ownership position above 4.9%.

         o        The  Series A  Preferred  Shareholders  agreed  to allow us to
                  withdraw our prior  registration  statement,  which registered
                  the shares of Common Stock underlying the conversion rights of
                  the Series A Preferred  Stock and related  investor  and agent
                  warrants.  The holders of the Series A Preferred  Stock have a
                  demand registration right upon 60 days notice.

         o        Thomson  Kernaghan was granted the exclusive rights to provide
                  any future  equity line  financing  arrangements  through May,
                  2003.

         o        The mandatory  conversion date of the Series A Preferred Stock
                  was  extended  from 2 years  to 3 years,  subject  to the 4.9%
                  beneficial ownership limitation.

         The  agreements we entered into in connection  with the issuance of the
Series A Preferred Stock contain  numerous  affirmative and negative  covenants,
which may  adversely  affect our ability to attract  other sources of capital or
grow our business. We cannot incur debt outside the normal course, acquire other
businesses,  pay  dividends,  sell assets or issue our securities so long as our
Series A Preferred Stock remains unpaid.  The Agent has no obligation to acquire
any additional shares of our Series A Preferred Stock.

         In the  future,  our  Board of  Directors  has the  authority  to issue
additional shares of our Preferred Stock in series with rights, designations and
preferences  as  determined  by the Board of  Directors.  When any shares of our
Preferred Stock are issued, certain rights of the holders of our Preferred Stock
may affect the rights of the holders of Common Stock. The authority of the Board
of Directors to issue shares of our Preferred Stock with  characteristics  which
it  determines  (such  as  preferential  voting,   conversion,   redemption  and
liquidation  rights)  may have a  deterrent  effect on persons who might wish to
make a takeover bid to purchase our shares at a price, which might be attractive
to our shareholders.  However, the Board of Directors must fulfill its fiduciary
obligation to our shareholders in evaluating an takeover bid.

                                       21
<PAGE>

Certain Provisions of the Certificate of Incorporation and Bylaws

Our Certificate of  Incorporation  provides that no director shall be personally
liable to the Company or its  stockholders  for  monetary  damages for breach of
fiduciary  duty as a  director  except as limited by  Delaware  law.  Our Bylaws
provide that we shall indemnify to the full extent authorized by law each of its
directors  and  officers  against  expenses  incurred  in  connection  with  any
proceeding  arising by reason of the fact that such person is or was an agent of
the corporation.

Insofar as indemnification  for liabilities may be invoked to disclaim liability
for  damages  arising  under the  Securities  Act of 1933,  as  amended,  or the
Securities  Act of  1934  (collectively,  the  "Acts"),  as  amended,  it is the
position of the Securities and Exchange Commission that such  indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.

Dividends

We have not paid any cash dividends on its common or preferred  stock and do not
anticipate paying any such cash dividends in the foreseeable  future.  Earnings,
if any, will be retained to finance future growth.

Shares Eligible for Future Sale

As of September 30, 2001, we had outstanding  12,900,399 shares of Common Stock.
Of these shares,  4,158,359  shares of Common Stock are freely tradable  without
restriction  or  limitation  under the  Securities  Act,  except  for any shares
purchased by "affiliates" or persons acting as "underwriters" as these terms are
defined under the Securities Act.

The  8,742,040  shares of Common  Stock held by existing  shareholders  that are
"restricted"  within the meaning of Rule 144 adopted  under the  Securities  Act
(the "Restricted Shares"),  may not be sold unless they are registered under the
Securities Act or sold pursuant to an exemption from  registration,  such as the
exemption  provided  by Rule 144  promulgated  under  the  Securities  Act.  The
Restricted Shares were issued and sold by us in private transactions in reliance
upon exemptions from registration  under the Securities Act and may only be sold
in accordance  with the  provisions of Rule 144 of the  Securities  Act,  unless
otherwise registered under the Securities Act.

In general,  under Rule 144 as currently in effect, any person (or persons whose
shares are  aggregated),  including an  affiliate,  who has  beneficially  owned
shares  for a  period  of at least  one year is  entitled  to sell,  within  any
three-month period, a number of shares that does not exceed the greater of:

         (1)      1% of the then-outstanding shares of Common Stock; and

         (2)      the average  weekly  trading volume in the Common Stock during
                  the four  calendar  weeks  immediately  preceding  the date on
                  which the  notice  of such sale on Form 144 is filed  with the
                  Securities and Exchange Commission.

Sales  under Rule 144 are also  subject  to  provisions  relating  to notice and
manner of sale and the availability of current public  information  about us. In
addition,  a person (or persons whose shares are aggregated) who has not been an
affiliate of us at any time during the 90 days immediately preceding a sale, and
who has beneficially  owned the shares for at least two years, would be entitled
to sell such shares under Rule 144(k)  without  regard to the volume  limitation
and other conditions described above. While the foregoing discussion is intended
to summarize the material provisions of Rule 144, it may not describe all of the
applicable  provisions  of Rule 144,  and,  accordingly,  you are  encouraged to
consult the full text of that Rule.

In addition,  our employees,  directors,  officers,  advisors or consultants who
were issued shares  pursuant to a written  compensatory  plan or contract may be
entitled  to  rely  on  the  resale   provisions  of  Rule  701,  which  permits
non-affiliates  to sell their Rule 701 shares  without having to comply with the
public  information,  holding period,  volume limitation or notice provisions of
Rule 144, and permits affiliates to sell their Rule 701 shares without having to
comply with Rule 144's holding period restrictions.

We are  required to register the shares of Common  Stock  underlying  conversion
features of our Series A Preferred  Stock along with the shares of Common  Stock
underlying the Agent's  Warrants and Purchaser's  Warrants upon 60 days prior to
notice. The sale of our Common Stock underlying this registration  statement may
also  adversely  affect  the  market  price  of  our  Common  Stock,  result  in
substantial  dilution to our  stockholders  and might also adversely  affect our
ability to raise additional capital.

The  possibility  of future  sales by  existing  stockholders  under Rule 144 or
otherwise will, in the future,  have a depressive  effect on the market price of
our Common Stock, and such sales, if substantial might also adversely affect our
ability to raise additional capital.

                                       22
<PAGE>


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

IMPORTANT NOTE ABOUT FORWARD-LOOKING STATEMENTS

         The following  discussion  and analysis  should be read in  conjunction
with our audited financial statements as of July 31, 2001 and the notes thereto,
all of which financial statements are included elsewhere in this form 10-KSB. In
addition to historical information,  the following discussion and other parts of
this Form 10-KSB  contain  forward-looking  information  that involves risks and
uncertainties. Our actual results could differ materially from those anticipated
by such  forward-looking  information due to factors  discussed under "Business"
and elsewhere in this Form 10-KSB.

         The  statements  that are not  historical  constitute  "forward-looking
statements".  Said  forward-looking  statements  involve risks and uncertainties
that may cause the actual  results,  performance or  achievements of the Company
and its  subsidiaries  to be  materially  different  from  any  future  results,
performance  or  achievements,   express  or  implied  by  such  forward-looking
statements. These forward-looking statements are identified by their use of such
terms and phrases as "expects",  "intends",  "goals",  "estimates",  "projects",
"plans", "anticipates", "should", "future", "believes", and "scheduled".

         The variables which may cause differences  include, but are not limited
to, the  following:  general  economic  and  business  conditions;  competition;
success of operating initiatives;  operating costs;  advertising and promotional
efforts;  the  existence  or absence of adverse  publicity;  changes in business
strategy or development plans; the ability to retain  management;  availability,
terms and deployment of capital;  business  abilities and judgment of personnel;
availability  of  qualified  personnel;  labor  and  employment  benefit  costs;
availability and costs of raw materials and supplies; and changes in, or failure
to comply with various  government  regulations.  Although the Company  believes
that the assumptions underlying the forward-looking  statements contained herein
are reasonable, any of the assumptions could be inaccurate, and therefore, there
can be no assurance that the  forward-looking  statements  included in this Form
10-KSB will prove to be accurate.

         In   light   of  the   significant   uncertainties   inherent   in  the
forward-looking  statements  included  herein the inclusion of such  information
should not be regarded as a representation by the Company or any person that the
objectives and expectations of the Company will be achieved.

OVERVIEW

         On  May  25,  2000,  eAutoclaims.com,   Inc.,  a  Delaware  corporation
("eAutoclaims (Del.)"), merged with and into Transformation Processing,  Inc., a
Nevada corporation  ("TPI") in a reverse merger transaction by exchanging all of
its outstanding shares of Common Stock, for approximately 55% of the outstanding
shares of Common Stock of TPI. eAutoclaims.com (Del) was considered the acquirer
for  accounting  purposes.  Transformation  Processing was  reorganized  and its
business  operations  of TPI ceased prior to the  effective  date of the merger.
Upon consummation of the merger, TPI changed its name to eAutoclaims.com, Inc.

         As a result of the merger with eAutoclaims.com  (Del), we have become a
business-to-business e-commerce company that uses the Internet to streamline and
lower the overall costs of automotive repair paid by insurance companies. We are
establishing  ourselves as the preeminent  Application  Service Provider ("ASP")
for  the  automobile   insurance   industry,   providing  a  seamless   back-end
infrastructure  that links  thousands  of  collision  repair  shops and  support
facilities.  eAutoclaims.com,  Inc. provides a proprietary,  cost-effective  and
highly  advanced  system for the  processing  and ultimate  repair of claims for
damaged vehicles filed by policy holders of our insurance  company  clients.  We
receive  revenues from insurance  companies for repairs  completed by members of
our network of repair  shops.  We approve all repair shops for  inclusion in our
network and determine which repair shop will ultimately perform the repairs.  We
receive a discount,  ranting from 10% to 15%,  from repair  facilities  that are
members of our provider  network.  The revenues  generated  from the vehicle and
glass repair  through our provider  network  accounts for 96% of the revenue for
the twelve  months ended July 31,  2001.  We are paid on a per claims basis from
our insurance and fleet company customers for each claim that we process through
our system.  These fees vary from $10 to $60 per claim  depending upon the level
of service  required.  For the year ended July 31,  2001,  4% of the revenue has
been received from claims processing fees and other income.

         On July 20, 2000, we acquired all of the issued and outstanding  shares
of capital  stock of Premier  Express  Claims,  Inc.,  a  privately  owned South
Carolina  corporation ("PEC") for $200,000 in cash, 320,000 shares of our Common
Stock  and  $130,000  in  promissory  notes.  PEC  is an  administrative  claims
processing  company that  provides  third party  administrative  processing  and
recovery services to insurance companies located throughout the United States.

                                       23
<PAGE>

         During the year ended July 31, 2001 the  Company's  revenue grew to ten
times the revenue  reported in the eight months  ended July 31,  2000,  totaling
$20,188,249.  A  loss  of  $7,637,926  recognized  for  the  year  consisted  of
$4,856,194 of noncash  charges and a $277,743  charge relating to offering costs
incurred on a registration statement that was withdrawn.

         The addition of a top 25 insurance carrier,  Royal Indemnity Company in
the automobile property and casualty insurance sector highlights the increase in
business the Company is experiencing.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED JULY 31, 2001

         The  accompanying   financial  statements  reflect  the  operations  of
eAutoclaims.com for the year ended July 31, 2001 and the eight month period from
inception (December 7, 1999) to July 31, 2000. In the fiscal year ended July 31,
2000 prior to the merger,  Transformation  Processing,  Inc. ceased its business
operations. As a result, the financial statements for the fiscal year ended July
31, 2000  reflects the historic  operations  of  eAutoclaims  for an eight month
period.  Comparisons of fiscal years should consider that operating  results for
the fiscal  year July 31, 2000 are only for eight  months  while the fiscal year
ended July 31, 2001 are for a full 12 month period.

REVENUE

         Total Revenue for the year ended July 31, 2001 was  $20,188,249,  which
consists of $16,186,861 in collision repair management for insurance  companies,
$1,944,721 in auto glass repairs and  $2,056,667 in fleet repair  management and
other repairs and fees.  Revenues  increased  $18,436,539 or 10,525% compared to
$1,751,710  for the eight month  period ended July 31,  2000.  This  increase is
primarily  the result of growth in  revenues  attributed  to our core  collision
repairs  management  business.  Revenue is expected to increase in fiscal  2002.
During the year ended July 31,  2001,  we derived 64% of our  revenues  from one
customer.  We have  terminated  the  agreement  with this customer for breach of
contract.  The loss of this customer has been  mitigated  with the addition of a
larger customer.  We have entered into a Claims  Management  Service and License
Agreement with Royal Indemnity Company, which is ranked in the top 25 automobile
property  and  casualty  insurance  companies  in revenue in the United  States.
Currently,  this new  customer is  providing  more  claims and revenue  than the
customer who's contract we have terminated.

         eAutoclaims.com,  Inc.  recognizes  revenues by  assuming  the risk and
completing  the  repair of  insurance  claims  for  insurance  companies  and on
corporately own fleet vehicles.  In addition to recognizing  revenue  associated
with the repair of insurance  claims,  we charge additional fees on a per-claims
basis to our insurance and corporate fleet customers  pursuant to the terms of a
Services Agreement. eAutoclaims.com generates additional revenues by retaining a
portion of the discount  received from its affiliated  collision repair shops in
return for assurances of minimum volumes of collision repair business.

EXPENSES

         Claims  processing  charges  for the  year  ended  July 31,  2001  were
$16,842,287,  or 84% of revenues.  The collision repair costs represented 70% of
revenue,  fleet repair costs  represented  6% of revenue,  while glass and other
costs represented 9% of revenue during the year.  Claims processing  charges are
primarily the costs of collision  repairs paid by  eAutoclaims  to its collision
repair shop network.  We expect  margins on claims  repairs to remain low in the
near future as we use favorable  pricing as a means to obtain  increased  market
share.  However,  we expect our margins as a whole to increase by  supplementing
our collision repairs management  revenues with new complimentary  higher margin
product lines such as the sale of estimating  software to independent  adjustors
and appraisers and click fees  associated  with uploading  information  from our
network.   Claims  processing  charges  increased  $15,370,778  or  10,446% from
$1,471,509 in the eight month period ended July 31, 2000.

We are  dependent  upon our third party  collision  repair  shops for  insurance
claims repairs. eAutoclaims currently has over 3,000 affiliated repair and 5,500
auto glass vendor  facilities in its network for insurance  claims  repairs.  We
electronically   and  manually  audit  individual   claims  processes  to  their
completion  using remote  digital  photographs  transmitted  over the  Internet.
However, if the quality of service provided by collision repair shops fall below
a  satisfactory  standard  leading to poor customer  service,  this could have a
harmful  effect  on  our  business.  We  control  our  service  requirements  by
continually  monitoring  customer service levels and providing staff inspections
of our network  shops and, if required,  establish  similar  relationships  with
other collision repair shops.

         Selling,  general and  administrative  expenses for the year ended July
31, 2001 were  $10,479,232  or 52% of revenue  compared to $3,293,208 or 188% of
revenue for the eight month  period ended July 31,  2000.  Selling,  general and
administrative expenses consisted of non-cash charges of $4,351,538 for the year
ended  July 31,  2001.  Non-cash  charges  included  $3,344,000  for  options to

                                       24
<PAGE>

purchase  2,200,000  shares  of  Common  Stock to our  officers,  directors  and
employees at $.01 per share. Other non-cash charges $396,175 for the issuance of
stock to  settle  penalties  for not  registering  certain  stock  and  $462,549
incurred  pertaining to consulting  agreements for investor  relation  services,
legal,  board and  professional  consultants.  In addition there was $277,743 of
offering  costs  associated  with  registration  statement  that were charged to
earnings when the registration was withdrawn in July 2001. During the year ended
July 31, 2001 we incurred payroll related expenses of $3,945,418.

         Depreciation  and amortization was $504,656 for the year ended July 31,
2001. Depreciation of fixed assets represented $176,189. Amortization expense of
$328,467  reflects the amortization of goodwill  associated with our acquisition
of Premier Express Claims and the warrants associated with the debentures.

         Interest  income  of  $23,862  is  included  in  selling,  general  and
administrative  expenses,  net of interest expense of $19,664 for the year ended
July 31, 2001.  Interest  expense  related  primarily to interest on shareholder
loans and capital leases and interest  income  resulted  primarily form interest
earned on our cash reserves.

NET LOSS

         We recognized a net loss of $7,637,926 for the year ended July 31, 2001
or 38% of revenues. Net loss before non-cash charges, which are described above,
was  $2,781,732  or 14% of revenues for the year ended July 31,  2001.  Net loss
increased  $4,562,169  or 148% from  $3,075,757  in the eight month period ended
July 31, 2000. We expect our net loss to narrow and then become profitable as we
experience  higher  revenues  that will  increasingly  absorb  our  fixed  costs
associated with our infrastructure.

PERIOD FROM DECEMBER 7, 1999 (INCEPTION) TO JULY 31, 2000

         The  accompanying   financial  statements  reflect  the  operations  of
eAutoclaims.com  for its period of inception (December 7, 1999) to July 31, 2000
and the operations of Premier  Express  Claims,  Inc. from it  acquisition  date
(July 20,  2000) to July 31,  2000.  In the fiscal  year ended July 31, 1999 and
prior  to the  merger,  Transformation  Processing,  Inc.  ceased  its  business
operations.  As a result of this  treatment,  the financial  statements  for the
fiscal  year  ended  July  31,  2000   reflect  the   historic   operations   of
eAutoclaims.com.  Financial  statements  for the fiscal year ended July 31, 1999
are not  included  in this  prospectus.  Comparisons  of fiscal  year  operating
results are not meaningful and have been excluded from the following discussion.

REVENUE

         Total  Revenue  for the  year  ended  July 31,  2000 was  approximately
$1,752,000,  which  consists of  approximately  $1,141,000  in collision  repair
management  and  approximately  $606,000 in fleet  repair  management  and other
repairs  and  fees.  eAutoclaims.com's  operations  from its  date of  inception
(December 7, 1999) to July 31, 2000 generated the majority of our revenues while
Premier Express Claims  contributed  approximately  $90,000 in revenues from its
acquisition  date  (July 20,  2000) to July 31,  2000.  Revenue is  expected  to
increase in fiscal 2001 with the  inclusion of the results of operations of both
eAutoclaims.com and Premier Express Claims for a full twelve months.

EXPENSES

         Claims  processing  charges  for the  year  ended  July 31,  2000  were
approximately  $1,472,000, or 84% of revenues. Claims processing charges include
the costs of collision repairs paid by  eAutoclaims.com  to its collision repair
shop  network.  We expect  margins  on claims  repairs to remain low in the near
future as we use favorable pricing as a means to obtain increased market share.

         Selling,  general and  administrative  expenses for the year ended July
31, 2000 were approximately $3,293,000, or 188% of revenue. Selling, general and
administrative  expenses  consisted  of  salaries  and other  personnel  related
expenses,  facilities  related  expenses,  legal  and other  professional  fees,
advertising  costs,  and travel  expenses.  The fiscal  year ended July 31, 2000
included  approximately a $1,980,000  non-cash  charge incurred  pertaining to a
consulting  agreement  for  investor  relations  services  in  which  we  issued
1,980,000 of restricted common shares at $1.00 per share value. In addition,  we
incurred  payroll expenses of  approximately  $763,000 and professional  fees of
approximately $187,000.

         Depreciation and amortization  was  approximately  $63,000 for the year
ended July 31,  2000.  Depreciation  of fixed assets  represented  approximately
$56,000.  Amortization expense of approximately $7,000 reflects the amortization
of goodwill associated with our Premier Express Acquisition.

                                       25
<PAGE>


         In the event that we continue to acquire other companies,  amortization
of goodwill  will continue to have an impact on our results of operations in the
future. Based on our previous acquisitions, future amortization of goodwill will
reduce net income from  operations  by  approximately  $220,000 in fiscal  years
through 2007.

         Interest income,  net of interest expense was approximately  $5,000 for
the year ended July 31, 2000.  Interest expense related primarily to interest on
shareholder loans and capital leases and interest income resulted primarily form
interest earned on our cash reserves.

NET LOSS

         We recorded a net loss of $3,075,757  for the year ended July 31, 2000,
because the cost of revenues and expenses were not  sufficient to cover revenues
generated.  Contributing to the net loss were non-cash expenses of approximately
$1,960,000  pertaining to a Consulting Agreement for investor relations services
in which we issued  1,980,000 of  restricted  common  shares at $1.00 per share.
Also  contributing  to the net loss  were  non-cash  expenses  of  approximately
$188,000 for employee options.

LIQUIDITY AND CAPITAL RESOURCES

         At July 31,  2001,  we had cash and cash  equivalents  of  $485,092,  a
$245,113  increase  over  last  year,  and  a  working  capital   deficiency  of
$1,484,725. The primary source of our working capital during the year ended July
31,  2001,  was from the sale of our  Series A  Preferred  Stock and the sale of
debentures to various parties.

         The debenture agreements, totaling $650,000 were converted to equity as
of September 30, 2001. We are also working on an equity funding of approximately
$4,000,000. If we are unable to obtain this funding, we will curtail our current
growth plans. In such event,  we believe that our current cash resources,  along
with working  capital from operations will be sufficient to fund our business at
least through the year ended July 31, 2002.  There is no assurance  that we will
be able to obtain this funding.

         We believe that,  assuming that this funding  closes,  the net proceeds
from  this  funding,  together  with cash  generated  from  operations,  will be
sufficient to meet our  anticipated  cash needs for working  capital and capital
expenditures  for the next 18 months  and will  allow us to  continue  the rapid
expansion of our business.  However, we may need to raise additional funds as we
pursue other business or technology  acquisitions or experience operating losses
that exceed our current expectations.  We cannot assure you that we will be able
to raise such funds or such funds will be available to us on favorable terms. If
we  raise  additional  funds  through  the  issuance  of  our  equity  for  debt
securities, such securities may have rights, preferences or privileges senior to
those of the  rights of our Common  Stock and our  stockholders  may  experience
additional dilution.

         We are  currently  restricted  from raising  other  additional  debt or
equity  without  the  consent of the  holders of our Series A  Preferred  Stock.
Thomson  Kernaghan  has  exclusive  rights to  provide  any future  equity  line
financing agreements for two years.

         On June 6, 2001 we received $440,000,  net of $60,000 of expenses,  for
100 shares of convertible preferred stock from Governors Road, LLC, an affiliate
of Thomson  Kernaghan.  This stock was  redeemable at our option at 120% of face
value plus accrued  interest on $500,000  through August 15, 2001. The preferred
stock was not converted within this time period,  and its terms became identical
to our other convertible preferred stock issued previously issued.

         eAutoclaims'  operations used cash of $1,178,092 in the year ended July
31, 2001, and management  expects a significant  use of cash during the upcoming
fiscal  quarter as it funds its operating  businesses.  There is no assurance we
will continue to sustain our growth. Our business has grown  significantly since
our inception. We believe that our current cash resources, access to capital and
cash flow from  operations  will be sufficient to sustain our  operations for at
least 12 months.  This  estimate is a  forward-looking  statement  that involves
risks and uncertainties.  The actual time period may differ materially from that
indicated  as a result of a number of factors so that we cannot  assure that our
cash  resources  will be sufficient for  anticipated  or  unanticipated  working
capital  and  capital  expenditure  requirements  for this  period.  In order to
sustain our growth, we will require substantial  additional capital. If we raise
additional  funds through the issuance of our securities,  these  securities may
have rights,  preferences or privileges senior to those of our Common Stock, and
our stockholders may experience additional dilution to their equity ownership.

         As of July 31, 2000,  we had not issued any shares of  preferred  stock
but had  received  $500,000 in cash toward the  purchase of shares of  preferred
stock. During the year ended July 31, 2001, we received an additional $1,789,929
in cash that was net of  $310,071  of  offering  costs and  issued 520 shares of
preferred stock for total gross cash received of  approximately  $2,600,000.  We
have an  obligation  to register  these  shares of Common Stock  underlying  the
Preferred Stock to provide these investors future liquidity of their investment.

                                       26
<PAGE>

In  connection  with the issuance of the  preferred  stock,  we also issued,  to
purchasers  of the preferred  stock,  warrants to purchase  1,044,385  shares of
Common Stock. These warrants are immediately  exercisable at prices ranging from
$1.4625 to $4.50 per share and expire five years from the date of issue.

         We will need capital to implement  our business  objectives.  We cannot
provide any assurance  that we will be  successful in raising such capital,  and
such undertakings are difficult to complete.  Although  management is optimistic
that we will be successful in obtaining future financing,  there is no assurance
that such financing will be available to meet our needs.

         Our principle commitments at July 31, 2001 consist of monthly operating
rental payments, compensation of employees and accounts and notes payable.

INFLATION

         We believe  that the impact of  inflation  and  changing  prices on our
operations since the commencement of our operations has been negligible.

SEASONALITY

         eAutoclaims does not deem its revenues to be seasonal.

ITEM 7.  FINANCIAL STATEMENTS

The financial  statements  to be provided  pursuant to this Item 7 begin on page
F-1 of this Report, following Part III hereof.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None.

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS

         The names, ages and respective  positions of the Executive Officers and
Directors of the Company are as follows:

<TABLE>
<CAPTION>

         Name                               Age                        Position
         ----                               ---                        --------
<S>                                       <C>                         <C>
         Eric Seidel                        38                         Chief Executive Officer,
                                                                       President and Director

         Randal K. Wright                   37                         Chief Development Officer, Director

         Scott Moore                        40                         Chief Financial Officer

         Gaver Powers                       48                         Chief Information Officer

         Reed Mattingly                     32                         Chief Operating Officer

         Jeffrey D. Dickson                 58                         Chairman of the Board of
                                                                       Directors

         David Jolley                       58                         Director

         Christopher Korge                  45                         Director

         Nicholas D. Trbovich, Jr.          40                         Director

         Anthony Jessop                     59                         Director
</TABLE>

Because we are a small company,  we are currently  dependent on the efforts of a
limited number of management  personnel.  We believe that, given the development
stage of our  business and the large  amount of  responsibility  being placed on
each member of our  management  team,  the loss of the services of any member of
this team at the  present  time  would  harm our  business.  Each  member of our
management  team  supervises  the  operation  and growth of one or more integral
parts of our business.

                                       27
<PAGE>


Executive  officers are elected by the Board of Directors  and serve until their
successors are duly elected and qualify, subject to earlier removal by the Board
of Directors.  Directors are elected at the annual  meeting of  shareholders  to
serve for their term and until their respective  successors are duly elected and
qualify, or until their earlier resignation,  removal from office, or death. The
remaining  directors  may fill any  vacancy  in the  Board of  Directors  for an
unexpired term.

Business Experience of Executive Officers and Directors

         Eric  Seidel has been a director  and our chief  executive  officer and
president  since June 1, 2000.  From January 1, 2000  through May 31, 2000,  Mr.
Seidel was the chief executive officer and president of eAutoclaims, Inc., which
was the  privately  held  Delaware  corporation,  which  merged  with  us.  From
September  1997  through  December  1999,  Mr.  Seidel was  employed as a senior
executive  officer of First  American AMO. From August 1995 through June,  1997,
Mr.  Seidel was a senior  executive  at Salex  Corporation;  a fleet  management
company serving Fortune 500 companies,  where, among other  responsibilities  he
was responsible for insurance company  services.  Mr. Seidel is a past president
of the U.S. Junior Chamber of Commerce.

         Randal K. Wright became a director and our chief  operating  office in
June 2000. In May 2001, Mr. Wright became our chief  development  officer.  From
1996 through May 2000, Mr. Wright was the founder and chief executive officer of
Premier Express Claims,  Inc., which merged with us in June 2000. Mr. Wright has
approximately  15 years of  experience  in the  automotive  insurance  servicing
business.

         Scott Moore became our chief financial officer  effective  September 1,
2000. From December 1988 through  September,  2000, Mr. Moore was employed by in
the  Certified  Public  Accounting  firm  of  Harper  Van  Scoik  &  Company  in
Clearwater,  Florida  and was a partner in that firm for the last  three  years.
Prior to that time Mr. Moore was a senior  accountant  with  Deloitte  Haskins &
Sells. Mr. Moore has 15 years of public accounting experience.

         Gaver Powers,  Chief Information  Officer.  Mr. Powers manages and
develops the Company's  technology  projects.  He is responsible for research in
digital transfer and applications related to web-based technology,  oversees and
manages all web-related  projects and internal operations systems. Mr. Powers is
overseeing and  participating in the development of the new applications used by
eAutoclaims.com.  Mr.  Powers spent 21 years  working on the NASA Space  Shuttle
Fleet for Rockwell International; Lockheed Martin and the United Space Alliance,
with his most recent experience being in the area of Program  Management,  where
he served  as a  Vehicle  Operations  Chief/Assistant  Operations  Chief for the
orbiter Discovery.

         Reed  Mattingly,  Sr.,  formerly a Senior Vice President of Operations,
became our chief operating officer in May 2001. Mr. Mattingly,  was formerly the
VP and General Manager of Premier Express Claims, which was recently acquired by
eAutoclaims.com.  He has 11  years of  experience  in the  automotive  insurance
services business.  Mr. Mattingly manages the overall  day-to-day  operations of
eAutoclaims.com's  Call Center in Columbia,  South  Carolina and the  Processing
Center in Palm  Harbor,  Florida.  Mr.  Mattingly  is  responsible  for customer
service and overseeing the integration of new programs.  Previously, he had been
instrumental in expanding a start-up auto glass shop into a $5 million  regional
network.  He had also built and managed a 24-hour/7 day national claim reporting
call center.  Companies  under his management  have been known for a "high-tech,
high-touch"  approach to personalized  customer  service.  He earned a degree in
Business Management from the University of South Carolina.

         Jeffrey D.  Dickson  has been a director  and the  chairman  of our
board of directors since June,  2000.  From May 1997 through  November 1999, Mr.
Dickson was the president  and chief  executive  officer of First  American AMO.
From February 1995 through May,  1997,  Mr.  Dickson was the president and chief
operating officer of Salex  Corporation.  Mr. Dickson has served as an executive
vice president of the American Bankers Insurance Group and president of Interloc
Corp. Mr. Dickson was awarded a Masters of Business  Administration  degree from
Harvard University in 1979.

         David  Jolley has been a  director  since  June  2000.  Mr.  Jolly is a
business consultant.  Since graduating from Stanford University's MBA program in
1967,  he has held  several CEO  positions  in Canada  including:  Co-CEO of the
public firm Torstar Corporation, CEO of its newspaper division and Publisher and
CEO of The Toronto Star;  President of the Canadian Press; CEO of the consulting
firm Beak  International;  and Managing  Partner of the investment  banking firm
Crosbie & Co.

         Christopher  Korge has been a director  since June 2000. He is the
managing partner at the law firm of Korge & Powell,  P.A. in Miami,  Florida. He
received his J.D.  degree from Temple School of Law in 1981 and B.S. in Business
Administration,  from the  University  of Florida,  in 1977.  Mr.  Korge's  firm
represents  numerous major  corporations  including Bell South,  Bechtel,  Inc.,
Montenay Power  Corporation,  Host Marriott and other Fortune 500  corporations.
Mr. Korge serves on numerous  boards of directors and is a major  shareholder in

                                       28
<PAGE>

various  companies  including  two  housing  development  companies,  and  one E
commerce company,  Intune Group. He is Chairman of Intune.  Mr. Korge is Finance
Vice Chairman of the Democratic National  Committee.  He is past Co-Chair of the
Democratic National Committee Business Council.

         Nicholas  D.  Trbovich,  Jr.,  has been a  director  since  June  2000.
He is a director and vice president of AMEX-listed Servotronics, Inc., President
of TSV, Inc., a Servotronics  development  subsidiary,  and President and CEO of
Queen Cutlery and of Ontario Knife Company (the U.S. Military's largest supplier
of edged tools and survival knives).

         Anthony  Jessop  has been a  director  since  December  2000.
Mr. Jessop is a financial  business  consultant.  Since 1990 Mr. Jessop has been
the president and sole shareholder of Jessop  International  Group,  Ltd., which
provides  financial  consulting  services.  Mr. Jessop was awarded a Bachelor of
Arts degree from the University of New Brunswick, Canada in 1964.

Other Key Employees

In addition to the individuals  identified  above as "Executive  Officers",  the
following  individuals are considered key employees and certain information with
respect to these key employees is described below:

         Sydney Ward, Vice President of  Sales/Marketing.  Sydney is responsible
for  the  sales/marketing  division  of  eAutoclaims.  Sydney  has 20  years  of
experience in the insurance  industry where she has served in various  positions
including claims,  retail,  wholesale and insurer  experience.  For the last few
years,  Sydney was employed as Senior Vice President of a large managing general
agency in Texas  where she was  responsible  for all  aspects  of the  operation
including overall responsibility of a premium finance company.  Sydney presently
serves as President of the U.S. Junior Chamber until December 31, 2001.

         Crystal  Butterworth,  General Manager.  Ms. Butterworth  manages the
daily   operations  of  the  Claims  Service  and  Auditing   Departments   with
responsibility  for  the  performance,   productivity  and  functions  of  these
departments.  Ms.  Butterworth  has over 15 years  experience  in the  insurance
industry, most recently with the Hartford Insurance Company. She has been in the
supervisory  management  capacity  for most of her career.  She has an Adjusting
License and also holds a Senior Claims Law Associate designation (SCLA).

         Vic Grechniw,  EVP-SalvageConnection.com.  Mr. Grechniw has been in the
automotive  field for 20 years.  His  experience  runs the gamut  from fleet and
government  vehicle sales to automotive fleet  management.  He was employed by a
well-known fleet management company for 10 years,  during which time he held the
position of  Operations  Manager.  Currently he  spearheads  the start-up of our
Subrogation Department.  This department takes on a collections agency role that
recovers accident loss expenses.  Clients consist of eAutoclaims.com's  accident
management  clients  along with clients that use  eAutoclaims.com's  subrogation
services as a stand-alone product.

Election

         The Company's Bylaws fix the size of the Board of Directors at no fewer
than three and no more than nine members,  to be elected annually by a plurality
of the votes cast by the  holders of Common  Stock,  and to serve until the next
annual meeting of stockholders  and until their  successors have been elected or
until their earlier resignation or removal. Currently there are seven directors.

Committees of the Board and Meetings

         During the fiscal year ended July 31, 2001 we have held eleven board of
directors meetings.

         Effective August 25, 2000, the Board of Directors  established an Audit
Committee  and  a  Compensation  Committee.  The  Board  of  Directors  has  not
established  a  nominating  committee.   Each  of  the  Audit  and  Compensation
Committees  is  responsible  to the  full  Board  of  Directors.  The  functions
performed by these committees are summarized below:

         Audit  Committee.  The Audit Committee  makes  recommendations  to the
Board of Directors  regarding the  selection  and  retention of the  independent
auditors,  reviews the scope and results of the audit and reports the results to
the Board of Directors. In addition, the Audit Committee reviews the adequacy of
internal  account,  financial and  operating  controls and reviews the Company's
financial reporting  compliance  procedures.  The members of the Audit Committee
are Mr. Dickson, Chairman, Mr. Trbovich and Mr. Korge.

                                       29
<PAGE>


         Compensation  Committee.  The  Compensation  Committee  reviews and
approves the compensation of the Company's officers, reviews and administers the
Company's  stock option plans for  employees  and makes  recommendations  to the
Board of  Directors  regarding  such  matters.  The members of the  Compensation
Committee are Mr. Dickson, Chairman, Mr. Trbovich, and Mr. Jessop.

Director Compensation

         The board  members are paid $500 plus  expenses for each board  meeting
they  attend  in  person,  and $300 for  each  board  meeting  they  attend  via
conference  call.  Each  outside  director is entitled to $1,250 worth of Common
Stock to be issued on a quarterly  basis at the fair market  value as of the end
of each quarter.  For the fiscal year ended July 31, 2001, we have issued 10,702
shares to our outside directors under this arrangement.

         During the fiscal year ended July 31, 2000, all outside  directors were
originally  issued options to acquire 2,000 common shares at $2.00 per share and
20,000  common  shares at $5.06  per share in  consideration  for  serving  as a
director.  The  exercise  price of all such options was the fair market value of
the underlying shares of Common Stock as of the date of grant. These options are
immediately exercisable and have terms of from three to five years.

         The  certain  directors  are also  compensated  with  stock  options at
various points throughout the year. All these options have an exercise price set
at the market value of the stock on the date of the granting of the option.  The
have an exercise  term of five years and vest  immediately.  For the fiscal year
ended July 31, 2001,  five  directors  received  options on December 14, 2000 of
10,000 shares at $0.90 each, and four outside directors received 25,000,  12,500
and 12,500  options on April,  9 2001,  April 30,  2001 and July 31,  2001 at an
exercise  prices of $1.53,  $1.91 and $1.75,  respectively.  The  outside  board
members will be issued  12,500  options at the end of each quarter at the market
value at the end of each quarter as compensation  for their services.  All these
options are immediately  exercisable and have terms of five years. No additional
options or compensation are issued or paid for serving on committees.

ITEM 10.  EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the compensation  paid or accrued by us for the fiscal
years ended July 31, 2000 and 2001 to or for the  account of our  Officers  that
exceed  $100,000.  During  fiscal year ended July 31, 2000,  no other  executive
officer or director  received benefits or annual salary and bonus of $100,000 or
more during the stated period. Accordingly,  the summary compensation table does
not include compensation of those other executive officers.

                                       30
<PAGE>

<TABLE>
<CAPTION>


                                                                                         Long-Term Compensation
                                                                                         ----------------------
                                    Annual Compensation              Awards                     Payouts
                                    -------------------              ------                     -------
---------------------------- ---------- ------------ ---------- --------------- ------------ -------------- ---------- -------------
                                                                                                             Long-Term
                                                                     Other       Restricted    Securities    Incentive      All
                               Fiscal                                Annual         Stock      Underlying      Plan        Other
Name of Individual &            Year       Salary       Bonus     Compensation     Awards     Options/SARs    Payouts   Compensation
Principal Position                                                    (2)
---------------------------- ---------- ------------ ---------- --------------- ------------ -------------- ---------- -------------
<S>                          <C>        <C>          <C>        <C>             <C>          <C>            <C>        <C>
Eric Seidel (1)
President and
Chief Executive Officer         2000       $76,920       -0-          -0-            -0-         65,000                     -0-
                                                                                                                -0-
Eric Seidel
President and
Chief Executive Officer         2001      $162,835       -0-          -0-            -0-        1,080,000       -0-         -0-

Scott Moore
Chief Financial Officer         2001      $111,539       -0-          -0-            -0-         222,000        -0-         -0-

Randy Wright
Chief Development Officer       2001      $118,038       -0-          -0-            -0-         120,000        -0-         -0-

Gaver Powers
Chief Information Officer       2001       $98,700       -0-          -0-            -0-         165,000        -0-         -0-

Reed Mattingly
Chief Operating Officer         2001       $95,078       -0-          -0-            -0-         90,000         -0-         -0-

----------------------------- ---------- ------------ ---------- --------------- ------------ -------------- ---------- ------------
</TABLE>

The cost to us of personal  benefits,  including premiums for life insurance and
any other perquisites,  to such executives do not exceed 10% of such executive's
annual salary and bonus.

     (1)  Reflects compensation paid to Mr. Seidel from eAutoclaims.com-Delaware
          from  inception  (December 7, 1999) through the date of the merger and
          compensation  paid to Mr.  Seidel  by us for the  period  June 1, 2000
          through  July  31,  2000.   See   "Employment   Contracts   and  Other
          Arrangements" below.
     (2)  Other annual compensation, including car allowances and cell phones is
          less than 10% of the officers' salaries and is therefore not disclosed
          above.

Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>

         ----------------------- ----------------- ------------------- ----------------- --------------------- ---------------------
                                                    Percent of Total
                                    Number of         Options/SARs
                                    Securities          Granted
                                    Underlying       to Employees/         Exercise       Fair Market Value
                                   Options/SARs        Directors           or Base            At date of            Expiration
         Name of Individual        Granted (1)       In Fiscal Year         Price               Grant                  Date
         ----------------------- ----------------- ------------------- ----------------- --------------------- ---------------------
<S>                                  <C>                  <C>               <C>                 <C>                  <C>  <C>
         Eric Seidel                 100,000              2.7%              $1.22               $1.22                12/4/05
                                      40,000              1.1%              $1.01               $1.01                1/10/06
                                      40,000              1.1%              $2.00               $2.00                 2/4/06
                                      20,000              0.6%              $1.26               $1.26                 3/5/06
                                     880,000 (2)         24.4%              $0.01               $1.53                 4/9/11

         Scott Moore                 102,000              2.8%              $2.68               $2.68                8/24/05
                                      35,000              1.0%              $1.22               $1.22                12/4/05
                                      14,000              0.4%              $1.01               $1.01                1/10/06
                                      14,000              0.4%              $2.00               $2.00                 2/4/06
                                       7,000              0.2%              $1.26               $1.26                 3/5/06
                                      50,000(2)           1.4%              $0.01               $1.53                 4/9/11

         Randy Wright                 35,000              1.0%              $1.22               $1.22                12/4/05
                                      14,000              0.4%              $1.01               $1.01                1/10/06
                                      14,000              0.4%              $2.00               $2.00                 2/4/06
                                       7,000              0.2%              $1.26               $1.26                 3/5/06
                                      50,000(2)           1.4%              $0.01               $1.53                 4/9/11

         Gaver Powers                 45,000              1.2%              $2.38               $2.38                8/24/01
                                      35,000              1.0%              $1.22               $1.22                12/4/05
                                      14,000              0.4%              $1.01               $1.01                1/10/06
                                      14,000              0.4%              $2.00               $2.00                 2/4/06
                                       7,000              0.2%              $1.26               $1.26                 3/5/06
                                      50,000 (2)          1.4%              $0.01               $1.53                 4/9/11


                                       31
<PAGE>

         Reed Mattingly               25,000              0.7%              $1.22               $1.22                12/4/05
                                      10,000              0.3%              $1.01               $1.01                1/10/06
                                      10,000              0.3%              $2.00               $2.00                 2/4/06
                                       5,000              0.1%              $1.26               $1.26                 3/5/06
                                      40,000 (2)          1.1%              $0.01               $1.53                 4/9/11
         ----------------------- ----------------- ------------------- ----------------- --------------------- ---------------------
</TABLE>

     (1)  Except as described in (2) below,  each option granted has a term of 5
          years, vests 1/3 each year of 3 years.

     (2)  These  options  were  granted  with  a  term  of 10  years  and  vests
          immediately.

Aggregate  Option/SAR  Exercises  in  Last  Fiscal  Year  and  Fiscal  Year  End
Option/SAR Values

The  following  table  provides  information  with respect to the named  officer
concerning exercised and unexercised options in fiscal year ended July 31, 2001.
<TABLE>
<CAPTION>

------------------------- --------------- ------------------ ------------------------------- -------------------------
                                                                  Number of Securities         Value of Unexercised
                                                                 Underlying Unexercised            In-The-Money
                              Shares                                  Options/SARs                 Options/SARs
Name of                    Acquired on          Value            at Fiscal Year End (#)       at Fiscal Year End($)
Individual                 Exercise (#)     Realized ($)       Exercisable/Unexercisable     Exercisable/Unexercisable
------------------------- --------------- ------------------ ------------------------------- -------------------------
<S>                          <C>               <C>                  <C>                          <C>
Eric Seidel                    -0-               -0-                    1,145,000                  $1,623,600
Scott Moore                    -0-               -0-                      222,000                   $ 119,340
Randy Wright                   -0-               -0-                      185,000                   $ 119,340
Gaver Powers                   -0-               -0-                      225,000                   $ 119,340
Reed Mattingly                 -0-               -0-                      155,000                    $ 92,700

------------------------- --------------- ------------------ ------------------------------- -------------------------
</TABLE>
         (1)      Value  Realized  represents the market value of the underlying
                  securities  on the exercise  date minus the exercise  price of
                  such options.

Employment Contracts and Other Arrangements

         On May 21,  2001,  our  Board of  Directors  approved  an  Amended  and
Restated Employment  Agreement with Mr. Seidel. This new agreement has a two (2)
year term.  His annual base salary was increased to $200,000,  effective May 21,
2001 through  December 31, 2001.  From January 1, 2002 through May 20, 2003, his
minimum  annual base salary will be $250,000.  His base salary may be increased,
but not decreased.  Mr. Seidel is entitled to a special  one-time bonus equal to
15% of his base salary,  payable on or before  January 15, 2002.  He retains his
right to bonus compensation as determined by the Compensation  Committee,  which
at no time may be less than 5% of our pre-tax  profits.  Mr. Seidel may elect to
receive part or his entire  bonus,  if any, in shares of our Common Stock valued
at 90% of the then  current  market  value.  He  continues  his  entitlement  to
reimbursement of ordinary,  necessary and reasonable  business expenses incurred
in connection  with his services.  He continues his right to  participate in any
retirement,   medical,  dental,  welfare  and  stock  options  plans,  life  and
disability insurance coverages and other benefits afforded our employees.  He is
entitled to a $750 per month automobile  allowance and additional  benefits with
the fair market value of $24,000 per year. He is entitled to  reimbursement  for
educational costs that are relevant to our business or his management duties.

         Upon execution of this Agreement, we agreed to loan Mr. Seidel $50,000,
without interest, repayable in 24 months after the date of the loan. Within five
(5) days of our  closing  of a public  offering,  we are  obligated  to loan Mr.
Seidel an additional  $250,000,  without interest,  repayable in 24 months after
the date of the loan.  Mr.  Seidel is released  from the  obligation to pay back
such  loan if (i) he  fully  performs  his  obligations  under  this  Employment
Agreement,  (ii) there was a Change of Control as defined in his  Agreement,  or
(iii) he is  terminated  for any reason  other than for "Cause"  pursuant to the
terms of this Agreement.

         Mr.  Seidel  agrees that during the terms of this  Agreement  and for a
period of 18 months after termination of the Agreement, he will not compete with
us.  However,  if he is  terminated  for  any  reason  other  than  for  "Cause"
(including  voluntary  termination  on his behalf) or after a Change of Control,
then his  non-compete  covenant is  released.  A Change of Control is defined to
mean any merger or sale of the Company, a change in the composition of the Board
of Directors, such that current members of the Board are no longer a majority in
number of the Board of  Directors,  an event of  default is  declared  under our
agreements and understandings with the Series A Preferred  Stockholders,  or any
holder of the Series A Preferred Stock elects to convert such Series A Preferred
Stock  into  shares of our Common  Stock,  which  results in the  holders of the
Series A Preferred  Stock or their  affiliates  owning  greater  than 15% of our
outstanding shares of Common Stock.

         In connection with the acquisition of Premier  Express  Services,  Inc.
("PEC"),  we entered into an  employment  agreement  with Randal K. Wright.  Mr.
Wright  is  currently  our Chief  Development  Officer,  and was a  founder  and
president of PEC. This  agreement is effective  July 1, 2000,  and has a term of
three (3) years. Under this agreement,  Mr. Wright is entitled to an annual base
salary of $110,000,  which will increase to $120,000 as of July 1, 2001,  and to
$125,000  July 1, 2002.  Mr.  Wright is entitled to bonuses as determined by our

                                       32
<PAGE>

Compensation Committee,  which may be paid in cash or shares of our Common Stock
on such terms as approved by our board of  directors.  Mr. Wright is entitled to
reimbursement  for  ordinary,  necessary  and  reasonable  business  expenses in
connection with his services.  He may  participate in any  retirement,  medical,
dental,  welfare and stock option plans, life and disability insurance coverages
and other benefits  afforded our  employees.  He is entitled to a $700 per month
automobile allowance.  Mr. Wright was issued options to acquire 65,000 shares of
our Common  Stock at an exercise  price of $2.00 per shares,  which was the fair
market value of such shares as of the date of his agreement. The options granted
to Mr. Wright are fully vested and exercisable  immediately.  These options have
an exercise period of five (5) years from the date of his agreement.  During the
term of his agreement and for a period of two (2) years after termination of his
agreement,  Mr. Wright is subject to a non-competition and restrictive  covenant
with us.

         In connection with the acquisition of Premier  Express  Services,  Inc.
("PEC"),  we entered  into an  employment  agreement  with Reed  Mattingly.  Mr.
Mattingly is currently our Chief Operating Officer.  This agreement is effective
July 1, 2000,  and has a term of three (3)  years.  Under  this  agreement,  Mr.
Mattingly is entitled to an annual base salary of $110,000 through $125,000 July
1, 2002. Mr.  Mattingly is entitled to bonuses as determined by our Compensation
Committee, which may be paid in cash or shares of our Common Stock on such terms
as  approved  by  our  board  of  directors.   Mr.   Mattingly  is  entitled  to
reimbursement  for  ordinary,  necessary  and  reasonable  business  expenses in
connection with his services.  He may  participate in any  retirement,  medical,
dental,  welfare and stock option plans, life and disability insurance coverages
and other benefits  afforded our  employees.  He is entitled to a $700 per month
automobile allowance.  Mr. Mattingly was issued options to acquire 65,000 shares
of our Common Stock at an exercise price of $2.00 per shares, which was the fair
market value of such shares as of the date of his agreement. The options granted
to Mr.  Mattingly are fully vested and  exercisable  immediately.  These options
have an exercise period of five (5) years from the date of his agreement. During
the term of his agreement and for a period of two (2) years after termination of
his agreement,  Mr.  Mattingly is subject to a  non-competition  and restrictive
covenant with us.

         On August 14, 2000,  we entered into an  employment  agreement  with M.
Scott Moore, our Chief Financial Officer. This agreement has a term of three (3)
years, and commences on September 11, 2000.  Under this agreement,  Mr. Moore is
entitled to an annual base salary of $125,000,  which will  increase to $135,000
on September  11,  2001,  and to $145,000 on  September  11, 2002.  Mr. Moore is
entitled to bonus compensation as determined by the Company's board of directors
or Compensation Committee.  Such bonuses may be paid in cash or issued in shares
of our Common  Stock on such terms as  approved by our board of  directors.  Mr.
Moore is  entitled to  reimbursement  for  ordinary,  necessary  and  reasonable
business  expenses in connection  with his services.  He may  participate in any
retirement,   medical,  dental,  welfare  and  stock  options  plans,  life  and
disability insurance coverages and other benefits afforded our employees.  He is
entitled to an  automobile  allowance  of $400 per month  during the term of his
agreement. Mr. Moore was issued options to purchase 102,000 shares of our Common
Stock at an exercise price of $2.6875 per share, which was the fair market value
of the closing  price of our shares as of the effective  date of his  agreement.
These  options  vest in 1/3  installments  over each year of  employment.  These
options have a cashless  exercise  provision and a maximum  exercise period of 5
years. We have agreed to pay directly all co-payments for his spouse and family,
until such time as his spouse and family qualify under our benefit plans. If Mr.
Moore is terminated with cause or we elect not to renew this agreement,  then he
is entitled to three (3) months  severance  pay at his then current base salary.
Mr.  Moore has agreed not to compete  with us during the term of this  agreement
and for a period of two (2) years after termination of this agreement.

         We  assumed  an  employment  agreement  with  Gaver  Powers,  our Chief
Information  Officer,  entered  into  between  eAutoclaims.com-Delaware  and Mr.
Powers,  effective February 1, 2000. This agreement has an initial term of three
(3) years. Under this agreement, Mr. Powers is entitled to an annual base salary
of $90,000,  which will  increase to $100,000 as of September 1, 2000,  and will
increase to $105,000  as of  February 1, 2002.  Mr.  Powers is entitled to bonus
compensation as determined by our board of directors or Compensation  Committee.
Mr. Powers is entitled to reimbursement  for ordinary,  necessary and reasonable
business expenses  incurred in connection with his services.  He may participate
in any retirement,  medical,  dental,  welfare and stock option plans,  life and
disability insurance coverages and other benefits afforded to our employees.  He
is entitled to a $400 per month  automobile  allowance.  Mr.  Powers was granted
options to acquired 60,000 shares of our Common Stock immediately exercisable at
$2.00 per share and options to acquire 45,000 shares of Common Stock exercisable
at $2.38 for a term of 5 years.  During the term of his  agreement and for a one
(1) year period thereafter,  Mr. Powers has agreed not to compete with us within
a 100 mile radius of any area in which we engage in any element of our business.

Board Compensation Committee Report on Executive Compensation

         The  Compensation  Committee of the Board of Directors  administers our
Chief  Executive  Officer's   compensation   package.   The  committee  reviews,
recommends and approves changes to our compensation policies and programs, makes
recommendations to the Board of Directors as to the amount and form of executive
officer compensation, and administers our stock option plans.

                                       33
<PAGE>


         General Compensation Philosophy. Our compensation programs are designed
to directly align compensation with our performance and increases in stockholder
value as measured  by our stock  price and to enable us to  attract,  retain and
reward  executives and employees  needed to accomplish our goals.  The committee
believes  that  executive  pay  should  be linked  to our  overall  performance.
Therefore,  we provide an executive  compensation  program,  which includes base
pay, long-term incentive  opportunities through the use of stock options and, in
some cases, cash bonuses.

         The  Compensation  Committee is currently  evaluating  and studying the
level of equity participation by our employees and executives.  The Compensation
Committee  feels strongly that our employees and executives  must have a greater
equity stake in order to more closely  align the interest of our  employees  and
executives  with  our  stockholders.   Therefore,   it  is  the  intent  of  the
Compensation  Committee to recommend that our executives and employees be issued
significantly  more  shares of our stock and options in the near  future.  It is
anticipated  that any such  issuance of our  additional  equity to employees and
executives will be performance based, and tied to the market value of our Common
Stock.

         Base Salary.  Base salary is designed  primarily to be competitive with
base  salary  levels  in  effect  at  high  technology  companies  that  area of
comparable size and with which we compete for executive  personnel.  Base salary
is set annually based on job-related experience,  individual performance and pay
levels of similar  positions at  comparable  companies.  Salaries for  executive
officers for 2000 were generally determined on an individual basis by evaluating
each  executive's  scope of  responsibility,  performance,  prior experience and
salary  history,  as  well as  salaries  for  similar  positions  at  comparable
companies.

         Cash Performance Awards. Cash performance awards, such as bonuses, will
be tied  to the  achievement  of  performance  goals,  financial  or  otherwise,
established  by the  committee.  We had no formal  management  incentive plan in
2001.

         Stock Options.  In order to link the interests of our  stockholders and
senior  management,  we issue stock  options.  We believe  that the  practice of
granting  stock options is critical to retaining and  recruiting  the key talent
necessary at all employee levels to ensure our success.  Stock options generally
have  value  for  executive  officers  only if the  price  of our  Common  Stock
increases  above the fair market  value of a share of Common  Stock on the grant
date and the  officer  remains in our employ  for the  period  required  for the
options granted to such person to vest.

         The  number of shares  subject to stock  options  granted is within the
discretion  of the  Compensation  Committee.  In  determining  the size of stock
option   grants,   the   Compensation    Committee   considers   the   officer's
responsibilities,  the  expected  future  contribution  of  the  officer  to the
Company's  performance and the number of shares, which continue to be subject to
vesting  under  outstanding  options.  For 2001,  options  were  granted  to the
executive  officers  based on their  positions  and a subjective  assessment  of
individual performances.  Stock options typically have been granted to executive
officers when the executive  first joins the Company.  At the  discretion of the
Committee,  executive  officers  may also be  granted  stock  options to provide
greater  incentives to continue their  employment with the Company and to strive
to increase the value of the Company's Common Stock.

         Compensation  for the Chief  Executive  Officer.  Mr.  Seidel's  base
salary for the year 2001 was determined by the  employment  agreement we assumed
with Mr.  Seidel.  The  Compensation  Committee  believes  that  the  employment
agreement terms are in a manner  consistent with the factors described above for
all  executive  officers.  As part of Mr.  Seidel's  employment  agreement,  Mr.
Seidel's base salary was  increased to an annual rate of $200,000  effective 21,
2001.

         Internal Revenue Code Section 162(m) Limitation.  Section 162(m) of the
Internal Revenue Code imposes a limit,  with certain  exceptions,  on the amount
that a publicly  held  corporation  may deduct in any year for the  compensation
paid or accrued  with  respect  to its five most  highly  compensated  executive
officers.  In general,  it is the Committee's policy to qualify,  to the maximum
extent possible, executives' compensation for deductibility under applicable tax
laws.

Stock Options

         We established  the 1998 Stock Option Plan (the "1998 Plan").  The 1998
Plan is intended to provide the  employees  and directors of the Company with an
added  incentive to continue their services to the Company and to induce them to
exert their maximum efforts toward the Company's success. The 1998 Plan provides
for the grant of options to directors and employees  (including officers) of the
Company to purchase up to an aggregate of twenty  percent (20%) of the number of
shares of Common Stock in the capital of the Company issued and outstanding from
time to time  less any  shares  of  Common  Stock  reserved,  set aside and made
available  pursuant to the terms of the Company's  employee  share purchase plan
(the "Share Purchase Plan") and pursuant to any options for services rendered to
the Company.  The number of shares of Common Stock subject to options granted to
any one person under the Plan,  the Share Purchase Plan and options for services
rendered to the Company  may not at any time  exceed  five  percent  (5%) of the
outstanding  shares of Common Stock. The 1998 Plan is currently  administered by
the Board of Directors. The Board determines, among other things, the persons to
be granted  options  under the 1998 Plan,  the number of shares  subject to each
option and the option price.

                                       34
<PAGE>


         The 1998 Plan allows the Company to grant  Non-Qualified  Stock Options
("NQSOs") not intended to qualify under Section  422(b) of the Internal  Revenue
Code of 1986, as amended (the "Code").  The exercise  price of NQSO's may not be
less  than  the fair  market  value of the  Common  Stock on the date of  grant.
Options may not have a term exceeding ten years.  Options are not  transferable,
except upon the death of the optionee.

Prior to our merger with eAutoclaims.com-Delaware,  NQSO's to purchase 2,800,000
(pre-reverse stock split) shares of Common Stock were granted and 2,700,000 were
canceled as of July 31, 1998,  leaving  4,000 post reverse  stock split  options
remaining.

Options to acquire  450,000 of Common  Stock were  immediately  available  to be
awarded on  December  4, 2000 at an exercise  price of $1.22.  Of these  options
408,750  were  awarded as of  February  2,  2001.  All of these  options  have a
three-year vesting provision. Options to acquire an additional 450,000 shares of
our Common Stock are issuable  subject to us meeting certain  criteria which are
summarized as follows:

     (a)  20% after we exceed monthly revenues of $1,600,000;

     (b)  20% after monthly net earnings (loss) before non cash expenses improve
          by $60,000 from the prior month;

     (c)  20% after we achieve a 5.5 day average  turnaround  time on processing
          claims;

     (d)  20% after we grow our network by 300 Digital or CompEst Sold Shops;

     (e)  20% after a monthly customer index service rating of excellent or 100%
          of the  balance,  to the extent we reach  profitability  for any month
          before the end of the third quarter of fiscal year ending 2001.

         To date, we have met all five of these goals. Therefore, the options to
acquire 450,000 shares were available to be awarded. As of April 9, 2001, we had
awarded  434,950  options at  exercise  prices  ranging  from $1.01 to $2.00 per
share.

         Options to acquire an additional  1,100,000  shares of our Common Stock
are available for issuance subject to us obtaining certain performance  criteria
which are summarized as follows:

     o    options to acquire  350,000  shares may be issued if we raise at least
          $5,000,000  in new equity  capital  from sources not  affiliated  with
          Thomas Kernaghan prior to December 31, 2003;

     o    options to acquire an  additional  350,000  shares of our Common Stock
          may be issued if our  Common  Stock has an  average  trading  price of
          $5.00 or greater in fiscal year 2002;

     o    options to acquire an  additional  200,000  shares may be issued if we
          meet or exceed our budgeted EBITDA targets in the current fiscal year;
          and

     o    options to acquire an  additional  200,000  shares may be issued if we
          meet or exceed our budgeted EBITDA in fiscal year ending 2002.

         On September 18, 2001 the board  approved  436,148 of employee  options
for  the  President/CEO  to  distribute  to  all  employee.   The  President/CEO
distributed 406,000 of these options to employees throughout the company

         All of these  options are subject to vesting and are  exercised  at the
current market price of our stock as of the date of issuance.  We have the right
to increase  the total  amount of options,  which may be issued so long as total
outstanding  options  do  not  exceed  15% of the  number  of our  fully-diluted
outstanding shares of Common Stock. Furthermore, in lieu of paying cash bonuses,
the  employees  may be issued shares of our Common Stock at the then fair market
value in an amount not to exceed 50% of that employee's base salary.  All of the
options we have issued are subject to immediate  vesting and are  exercisable in
the event of a change of  control,  which is defined as a sale of  substantially
all of our assets or a merger in which we are not the surviving entity.

                                       35
<PAGE>

         As of September  30, 2001,  we have issued,  or reserved for  issuance,
6,277,119  shares of our  Common  Stock  relating  to  outstanding  options  and
warrants which are categorized as follows:
<TABLE>


<S>                                                                         <C>
         Options issued to Directors                                            1,310,000 (1)

         Options issued to Chief Executive Officer                              1,195,000 (2)

         Options issued in connection with acquisition of PEC                     130,000 (3)

         Options issued to Employees                                            1,878,734 (4)

         Options issued to Consultants                                             65,000 (5)

         Options Outstanding prior to eAutoclaims.com merger                        4,000

         Warrants relating to debentures                                          650,000 (6)

         Purchaser's Warrants                                                     780,000 (7)

         Agent's Warrants                                                         264,385 (8)
                                                                                  -------

                                    Total                                       6,277,119
                                                                                =========
</TABLE>


          (1)  2,000 of each director's  options are immediately  exercisable at
               $2.00  per  share.   20,000  of  each   director's   options  are
               immediately  exercisable  at  $5.06  per  share.  10,000  of each
               director's  option are  exercisable at $.90 per share. We granted
               Mr.  Jessop,  a  director,  immediately  exercisable  options  to
               acquire  50,000  shares of Common  Stock at $1.312.  The exercise
               price of all above described options was equal to the fair market
               value at the dates these director's  options were authorized.  On
               April 9, 2001, we awarded Mr. Dickson, our chairman,  immediately
               exercisable non-qualified options to acquire up to 900,000 common
               shares at an  exercise  price of $.01.  As of April 9, 2001,  the
               closing bid price of a share of our Common Stock on the OTCBB was
               $1.53.   See  "Directors   and  Executive   Officers  -  Director
               Compensation".  On April 9, 2001,  25,000  options  were given to
               each  of four  outside  board  members  for a  total  of  100,000
               options. These options were at a fair market value exercise price
               of $1.53 per share, immediately vested with a term of 5 years. On
               April 30,  2001,  we issued  options to acquire a total of 50,000
               shares  of our  Common  Stock to our four (4)  outside  directors
               (12,500  each).  The options have an exercise  price of $1.91 per
               share,  which was the market price of our Common Stock as of that
               date. On July 31, 2001,  we issued  options to acquire a total of
               50,000  shares  of our  Common  Stock  to our  four  (4)  outside
               directors  (12,500  each).  The options have an exercise price of
               $1.75 per share,  which was the market  price of our Common Stock
               as of that date.  These options are  immediately  exercisable and
               have a five (5) year term.

          (2)  65,000 of these options are exercisable at any time through April
               2005 at $2.00 per share. The remaining  250,000 options vest over
               the  remaining  life of his contract,  which ends on 5/21/03,  at
               exercise  prices of between $0.69 and $2.00. On April 9, 2001, we
               awarded Mr. Seidel, immediately exercisable non-qualified options
               to acquire up to 880,000  common  shares at an exercise  price of
               $.01.  As of April 9, 2001,  the  closing bid price of a share of
               our  Common  Stock on the OTCBB was  $1.53.  See  "Directors  and
               Executive Officers - Employment Contracts and Other Matters".

          (3)  65,000  options  immediately  exercisable at $2.00 per share were
               issued to each of  Randall  K.  Wright  and Reed  Mattingly.  See
               "Executive   Compensation   -  Employment   Contracts  and  Other
               Matters".

          (4)  Represents  options  issued to our  employees at exercise  prices
               ranging from $0.01 to $3.37.  727,499 shares of these options are
               currently  exercisable.  The remaining  options vest over a three

                                       36
<PAGE>

               year term.  On April 9, 2001,  420,000  options  were  granted to
               various  employees  with an  exercise  price of $.01  per  share,
               vested immediately with a term of 10 years.

          (5)  65,000 of these  options are held by our Chairman,  Mr.  Dickson,
               and are immediately  exercisable at $2.00 per share. See "Certain
               Relationships and Related Transactions".

          (6)  Represents  warrants  issued  to  the  agents  of  the  debenture
               investors, exercisable at $3.00 per share.

          (7)  Represents  warrants  issued to the  purchasers  of our  Series A
               Preferred  Stock. Of these  warrants,  300,000 are exercisable at
               $3.00;  90,000 are exercisable at $1.4625;  90,000 exercisable at
               $3.33;  and 300,000  are  exercisable  at $2.60.  See "Market for
               Common Equity and Related  Stockholder  Matters - Preferred Stock
               and Related Warrants".

          (8)  Represents  warrants  issued to Thomson  Kernaghan and Greenfield
               Investments,  as Agents,  exercisable  at $4.50.  See "Market for
               Common Equity and Related  Stockholder  Matters - Preferred Stock
               and Related Warrants".

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table contains information with respect to the beneficial
ownership of our Common Stock as of September 30, 2001, by:

     o    each person who we know  beneficially  owns more than 5% of our Common
          Stock;
     o    each of our  directors  and each  individual  who  serve as our  named
          executive officers individually; and
     o    all of our directors and executive officers as a group.
<TABLE>
<CAPTION>

                  Name and Address of                         Amount and Nature of
                  Beneficial Owner (1)                         Beneficial Ownership     Percentage(2)(17)(18)
                  --------------------                         --------------------     ---------------------
<S>                                                              <C>                        <C>
                  Eric Seidel (3)                                    1,357,341                  9.8%
                  Randal K. Wright (4)                                 424,200                 3.27%
                  Scott Moore (5)                                       85,500                 0.66%
                  Gaver Powers (6)                                     129,372                 0.99%
                  Reed Mattingly (7)                                   210,667                 1.63%
                  Jeffrey D. Dickson (8)                             1,283,496                 9.24%
                  Anthony Jessop (9)                                   311,949                 2.42%
                  David Jolley (10)                                     89,414                     *
                  Nicholas D. Trbovich, Jr. (11)                        94,414                     *
                  Christopher Korge (12)                               875,604                 6.59%
                  Liviakis Financial (13)                            1,455,200                11.28%
                     Communications, Inc.
                  High Tor Limited (14)                              1,000,000                 7.75%
                  John E. McConaughy (15)                            1,358,235                10.53%

                  Directors and officers
                  as a group (10 persons) (16)                       4,841,957                37.53%
</TABLE>

          (1)  Unless  otherwise  noted,  the Company  believes that all persons
               named in the table  have sole  voting and  investment  power with
               respect to all shares of Common Stock beneficially owned by them.
               Unless  otherwise  noted,  each  such  person is deemed to be the
               beneficial owner of shares of Common Stock held by such person on
               September  30,  2001,  and any shares of Common  Stock which such
               person  has  the  right  to  acquire   pursuant   to   securities
               exercisable  or  exchangeable  for, or convertible  into,  Common
               Stock,  within  60 days  from  such  date.  The  address  of each
               beneficial  owner is in care of the  Company,  2708  Alt.  19 N.,
               Suite 604, Palm Harbor, Florida 34683.

          (2)  Based on  12,900,399  shares of Common Stock  outstanding  at the
               close of business on  September  30, 2001.  This amount  excludes
               shares of our Common Stock  underlying the  conversion  rights of
               our  Series A  Preferred  Stock  and  excludes  6,277,119  shares
               reserved for outstanding options and warrants.

          (3)  400,000  shares of our Common Stock were issued to Mr.  Seidel as
               founder shares. He acquired 12,341 in open market purchases. This
               amount also includes  vested  options to acquire  880,000  Common
               Shares at an exercise price of $.01 and options to acquire 65,000
               Common Shares at an exercise price of $2.00. This amount excludes
               options,  which are not vested over the next 60 days,  to acquire
               250,000  Common  Shares at an exercise  price of between  $.69 to
               $2.00,   which  vest  through  May  21,  2003.   See  "Executive
               Compensation - Employment Contracts and Other Matters".

          (4)  256,000  shares of our Common Stock were issued to Mr.  Wright in
               connection with the Premier Express Services, Inc. merger. 50,000
               shares of our  Common  Stock  were  issued in  satisfaction  of a
               $24,000  promissory note due to Mr. Wright in connection with the
               Premier  Express  Services,  Inc.  merger.  Mr. Wright  exercised

                                       37
<PAGE>

               options  to  acquire  50,000  shares  of our  Common  Stock at an
               exercise  price  of $.01  in  September,  2001.  Mr.  Wright  has
               acquired   approximately   3,200  shares  (net)  in  open  market
               purchases  and is the  holder of vested  options to acquire up to
               65,000 shares of our Common Stock at an exercise  price of $2.00.
               This  amount  excludes  options to acquire  95,000  shares of our
               Common Stock,  which are not vested or exercisable  over the next
               60 days at the  exercise  prices  of $.69 to  $2.00,  which  vest
               through September 18, 2004. See "Executive Compensation".

          (5)  This amount  represents (i) 1,500 common shares  acquired in open
               market purchase,  (ii) options to acquire 50,000 common shares at
               an exercise price of $.01, and (iii) vested options to acquire up
               to 34,000  common  shares  at an  exercise  price of $2.68.  This
               amount  excludes  unvested  options for 163,000  common shares at
               exercise  prices of $.69 to $2.68,  which vest through  September
               18, 2004. See "Executive  Compensation - Employment Contracts and
               Other Matters".

          (6)  This  amount  represents  (i) 4,372  common  shares,  (ii) vested
               options to acquire up to 50,000  common  shares at an exercise of
               $.01,  and (iii)  vested  options to acquire up to 75,000  common
               shares at exercise prices of $2.00 to $2.38. This amount excludes
               unvested  options  for up to 125,000  common  shares at  exercise
               prices of $.69 to $2.38, which vest through September 18, 2004.

          (7)  Mr.  Mattingly's  ownership  consists of (i) 64,000 of our common
               shares  issued  to him in  connection  with the  Premier  Express
               Claims,  Inc.  merger,  (ii) the  issuance  of  41,667  shares in
               satisfaction of a $20,000  promissory note plus interest  related
               to the Premier Express Claims, Inc. merger, (iii) the exercise of
               options to acquire  40,000  shares at an exercise  price of $.01,
               and (iv)  options to acquire up to 65,000  shares at $2.00.  This
               amount excludes  unvested  options to acquire up to 75,000 common
               shares at exercise prices of $.69 to $2.00 through  September 18,
               2004. See "Executive Compensation".

          (8)  280,000  shares of our Common Stock were issued to Mr. Dickson as
               founder  shares.  Also includes  options to acquire up to 997,000
               shares of our Common Stock and 6,496 shares  acquired in the open
               market.   See  Directors   and  Executive   Officers  -  Director
               Compensation".

          (9)  Mr.  Jessop has been  issued  options to acquire  110,000  common
               shares for his services as a director. Mr. Jessop has been issued
               200,000  common shares for  consulting  services and 1,949 shares
               for serving as a director.

          (10) Mr. Jolley has been issued options to acquire up to 82,000 common
               shares for  serving as a director.  Also  includes  5,000  shares
               purchased by Mr. Jolley and 2,414 shares  received for serving on
               the Board.

          (11) Mr.  Trbovich  has been  issued  options  to acquire up to 82,000
               common  shares for serving as a  director.  Also  includes  2,414
               shares  owned by Mr.  Trbovich  and  10,000  shares  owned by Mr.
               Trbovich's wife, of which he disclaims beneficial ownership.

          (12) This amount  represents (i) 476,190 common shares relating to the
               conversion  of  $300,000  of our  convertible  debentures,  which
               matured on  September  30, 2001 at a  conversion  price of $0.63,
               (ii) warrants to acquire up to 300,000 shares of our Common Stock
               in connection  with the issuance of our  convertible  debentures,
               (iii)  options  to  acquire  82,000  shares  for  services  as  a
               director,  and (iv)  17,414 of our shares  owned or issued to Mr.
               Korge.

          (13) Represents  shares issued for consulting  services.  These shares
               are  collateral  for a margin loan that is  currently  in default
               with Raymond James Financial  Services,  Inc.  ("Raymond James").
               Subject to the rights  granted to Raymond James for a margin loan
               default John  Liviakis is the natural  person who has  investment
               making decision authority for these shares.

          (14) Represents  shares  acquired  through  open market  purchases  as
               reported on Schedule 13G filed on or about May 31, 2001. Mr. Paul
               R. Sandford is the managing director of High Tor Limited, and has
               investment making and voting control over these securities.

          (15) Represents shares acquired privately in October, 2001 as reported
               on a Schedule 13G filed on or about October 21, 2001.

          (16) Includes outstanding options to acquire up to 2,488,000 shares of
               our Common Stock issued to our officers and directors,  which are
               currently exercisable.

          (17) Excludes  our  shares  and  warrants  held of record  by  Thomson
               Kernaghan or by other  entities,  which are controlled by Thomson
               Kernaghan   or   which   Thomson    Kernaghan   has    investment
               decision-making  authority and excludes up to 1,680,00  shares of
               our  Common  Stock  relating  to the  conversion  of our Series A
               Preferred  Stock at an  assumed  conversion  price of $.62.5  per
               share** and 503,165 warrants.  Each of these entities has entered
               into an  agreement  which  provides  that  such  entity  will not
               acquire  any  additional  shares of our Common  Stock in the open
               market or,  convert our Series A Preferred  Stock into the Common
               Stock or  exercise  warrants  if the  effect of such a  purchase,
               exercise or conversion  would be to increase such entity's equity
               ownership  position  above 4.9%.  Accordingly,  because it is not
               anticipated  that any of these  entities will acquire  beneficial
               ownership  within the next 60 days of shares of our Common  Stock
               underlying  warrants  or  conversion  privileges  of our Series A
               Preferred Stock such amounts are excluded from the above tables.

          (18) Excludes  warrants to acquire  641,220 shares of our Common Stock
               and excludes up to 1,400,000  shares of our Common Stock relating
               to the  conversion of our Series A Preferred  Stock at an assumed
               conversion  price of  $.62.5  owned by  Governor's  Road,  LLC**.
               Governor's  Road, LLC and certain of it's affiliates have entered
               into an  agreement  which  provides  that  such  entity  will not
               acquire  any  additional  shares of our Common  Stock in the open
               market or,  convert our Series A Preferred  Stock into the Common
               Stock or  exercise  warrants  if the  effect of such a  purchase,
               exercise or conversion  would be to increase such entity's equity
               ownership  position  above 4.9%.  Accordingly,  because it is not
               anticipated  that any of these  entities will acquire  beneficial
               ownership  within the next 60 days of shares of our Common  Stock
               underlying  warrants  or  conversion  privileges  of our Series A
               Preferred Stock such amounts are excluded from the above tables.

                                       38
<PAGE>

          *    Less than .1%.

          **   If the market  price of our Common  Stock is less than  $.62.5 at
               the Conversion Date of the Series A Preferred Stock,  this number
               could increase significantly.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We  are  party  to  a  Consulting  Agreement  with  Liviakis  Financial
Communications,  Inc.,  a  California  corporation  ("Liviakis").  The  original
agreement  was  effective as of February 1, 2000.  This  agreement had a one (1)
year term and expired  January 31, 2001.  Liviakis  agrees to assist and consult
with  us  on  corporate  finance  matters  and  to  represent  us  in  investors
communications and public relations with existing shareholders, brokers, dealers
and other investment professionals as to our current and proposed activities.

         In  consideration  for such  services  eAutoclaims.com-Delaware  issued
Liviakis  1,980,000 of its restricted  common shares at $.01 per share.  Each of
these shares were  converted on a one (1) to one (1) basis into our Common Stock
in connection with the eAutoclaims.com  merger.  Liviakis instructed us to issue
178,000  of these  shares to Jens  Dalsgaard  and  178,000  shares to Anthony D.
Altavilla,  each of who is a Liviakis  employee.  On September  18,  2000,  this
agreement  was amended in two  respects.  First,  the term of the  agreement was
modified to commence as of May 1, 2000 and ending February 28, 2001.  Second, in
addition to the 1,980,000 restricted common shares previously issued to Liviakis
we agreed to issue an additional  39,000  restricted  common shares as of August
24, 2000 in  satisfaction  of our previous  obligation to issue  Liviakis  3,000
shares per month during the term of this agreement. As of February 28, 2001, all
39,000  common shares have been earned.  All other terms and  conditions of this
agreement remained unchanged.

         As a result of the eAutoclaims  (Del.) merger, we assumed  obligations
under a  Consulting  Agreement  with  Jeffrey D.  Dickson.  This  agreement  was
effective  December 1, 1999 and is renewable  on an annual  basis.  Mr.  Dickson
agreed to provide Mr. Seidel, our Chief Executive Officer,  day-to-day  advisory
services   concerning   management,    capitalization,    corporate   structure,
organizational,  industrial  and  regulatory  issues.  In addition,  Mr. Dickson
agreed to serve as our Chairman of the Board of  Directors,  as well as Chairman
of our Audit and Compensation Committees.

         In consideration for these consulting  services Mr. Dickson is entitled
to an  annual  consulting  fee of  $84,500,  payable  every  two (2)  weeks.  In
addition,  Mr.  Dickson is entitled to a  non-interest  bearing  $95,000 line of
credit.  As of July 31, 2001,  approximately  $67,554 is outstanding  under this
arrangement.

         In connection with the eAutoclaims (Del.) merger, Thomson Kernaghan, as
agent,   agreed  to  cancel  all  of  its   stockholdings   and   interests   in
eAutoclaims.com.  In addition, Thomson Kernaghan, as agent, agreed to cancel all
outstanding  warrants,  loans,  penalties  and other  rights  such that  Thomson
Kernaghan,  as agent,  was the holder of  4,100,000  shares of our Common  Stock
contemporaneously with the eAutoclaims.com merger. In effect, Thomson Kernaghan,
as agent,  agreed to accept 4,100,000 shares in complete and total  satisfaction
of all obligations due from eAutoclaims.com and/or TPI as of the merger date.

         One executive officer of Thomson Kernaghan is also an executive officer
of the general partner of CALP II Limited  Partnership ("CALP II"). An executive
officer of Thomson  Kernaghan  has signing  authority  for Fetu  Holdings,  Ltd.
("Fetu").  Gregg  Badger  is an  officer  and  Director  of  Thomson  Kernaghan.
Accordingly,  Thomson Kernaghan, CALP II, Fetu, and Mr. Badger may be considered
a group that  beneficially owns all of the shares  beneficially  owned by any of
them.  Under an agreement  with us,  Thomson  Kernaghan,  CALP II, Fetu, and Mr.
Badger agreed not to have the right the right or power,  directly or indirectly,
either alone or in concert with others, to (i) convert any security of ours into
Common  Stock,  or (ii)  exercise  or exchange  any  security of ours for Common
Stock,  or (iii)  exercise any other right or power to acquire  Common Stock if,
after having given effect to the exercise of that right or power,  considered as
a group,  they shall be or shall be deemed to  beneficially  own (as  defined in
Rule 13d-3 under the Exchange Act) more than 4.9% of our then outstanding Common
Stock.

                                       39
<PAGE>


         Subsequent to the  eAutoclaims  (Del.) merger,  Thomson  Kernaghan,  as
agent,  has  facilitated  the  placement of $2,600,000 of our Series A Preferred
Stock.  Thomson Kernaghan,  either directly or through entities it controls,  is
the holder of 457,088 shares of our Common Stock, and 210 shares of our Series A
Preferred Stock.

         Thomson Kernaghan,  either directly or through entities it controls, is
also the holder of warrants  to acquire  310,000  shares of our Common  Stock at
exercise  prices of $1.46 to $3.33,  which were issued to the  purchasers of our
Preferred  Stock.  Thomson  Kernaghan  has been paid fees of $210,000 and is the
holder of 188,165 Placement Agent Warrants at an exercise price of $4.50. All of
these warrants have five (5) year term from the date of issuance. See "Market of
the Registrants Securities and Related Stockholder Matters - Preferred Stock".

         On June 6, 2001,  we received  the  proceeds  from the  purchase of 100
shares of our  Series A  Preferred  Stock by  Governors  Road,  LLC.  Greenfield
Investments,  an affiliate of Governors Road, LLC was paid a $50,000  investment
banking fee and issued the agent  warrants.  See  "Description  of Securities" -
"Preferred Stock and Related Warrants".

         The shares of our Common Stock issuable upon exercise of these warrants
have  registration  rights under the  Securities  Act. We are subject to certain
penalties if this  registration  statement  is not filed and declared  effective
within certain time frames.

         We have entered into employment  agreements with Eric Seidel, our Chief
Executive Officer, Randal K. Wright, our Chief Development Officer, Scott Moore,
our Chief Financial Officer,  Gaver Powers, our Chief Information  Officer,  and
Reed Mattingly, our Chief Operating Officer. For description of these employment
agreements and related rights to our stock options, see "Executive  Compensation
- Employment Contracts and Other Related Matters".

         Eric Seidel,  our Chief Executive  Officer was issued 400,000 shares of
our Common  Stock in  connection  with the  eAutoclaims.com  merger.  Jeffrey E.
Dickson,  our Chairman of the Board of Directors,  was issued  280,000 shares of
our Common Stock as founder  shares.  Randal K. Wright and Reed  Mattingly  were
issued  256,000  and  64,000  shares,  respectively,  of  our  Common  Stock  in
connection with the Premier Express Services, Inc. merger.

         In August  2000 and July 2001,  we agreed to issue  50,000 and  100,000
shares,  respectively,  of our Common Stock to Michael T. Cronin, Esq., who is a
partner in the law firm which serves as our corporate and securities counsel, in
partial  consideration  for  $200,000 of his services  charged at normal  hourly
rates. All other charges incurred by us for other employees of his firm are paid
in cash. As of July 31, 2001, all 150,000 common shares have been earned.

         In  November  2000,  we agreed  to issue  35,000  shares  to  Couture &
Company,  which  serves as a financial  consultant,  in exchange  for $80,150 of
services  charged at hourly rates. At July 31, 2001, all 35,000 shares have been
earned.

         In July 2001, we executed debenture agreements totaling $650,000. These
debentures  bear  interest at Libor plus 3% and matured on  September  30, 2001.
Once these debentures mature they are converted to Common Stock at the lesser or
(i) $1.00 or (ii) 75% of the  average  of the  closing  bid price of our  Common
Stock in 30 trading days  immediately  preceding the conversion  date, but in no
event shall the  floating  conversion  price be less than $0.75.  A purchaser of
$100,000 of these  convertible  debentures is the  brother-in-law of Mr. Seidel.
Investors  who  purchase  $300,000 or more of the  debentures  have a conversion
price  equal to the lesser of (i) $.63 or (ii) 75% of the average of the closing
bid price of our Common Stock in the 30 trading days  immediately  preceding the
conversion  date,  but in no event shall the floating  conversion  price be less
than  $0.63.  Holders of these  convertible  debentures  are  granted  piggyback
registration rights.

         Christopher Korge, one of our directors, has purchase $300,000 of these
debentures. Upon the September 30, 2001 maturity date, we converted the $300,000
face amount of  debentures  acquired  by Mr.  Korge into  476,190  shares of our
Common  Stock (a $0.63  conversion  price).  In  consideration  for Mr.  Korge's
purchasing and facilitating the placement of these debentures, we have agreed to
issue Mr.  Korge,  or his  assigns,  warrants to acquire  300,000  shares of our
Common Stock and Mr. Seidel's  brother-in-law warrants to acquire 350,000 shares
of our Common Stock. Because we are unable to close our public offering, we have
not reached final  agreement with these  individuals as to the exercise price of
these warrants.  Mr. Seidel and Mr. Korge are currently negotiating the exercise
price  terms for these  warrants  and expect to have a final  determination  for
approval by our board of directors prior to January 31, 2002.

                                       40
<PAGE>


ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)      Exhibits

The following  exhibits are  amended/restated  in their  entirety to reflect our
merger with eAutoclaims.com.

Exhibit No.       Description
<TABLE>

<S>         <C>
1.1               [Reserved]
1.2               [Reserved]
3.1               Articles of Incorporation of Samuel Hamann Graphix, Inc. (Nevada) as amended (1)
3.2               Articles of Merger between Samuel Hamann Graphix,  Inc. (Nevada) and Samuel Hamann Graphix,
                  Inc. (California) (1)
3.3               By-laws of Transformation Processing Inc. (Nevada).(1)
3.4               Articles of Merger between of TPI (Ontario) and TPI (Nevada) (1)
3.5               Agreement  and  Plan  of  Merger  by  and  between  Transformation  Processing,   Inc.  and
                  eAutoclaims.com, Inc., dated April 26, 2000 (3)
3.6               Articles  of  Merger  of  eAutoclaims.com,  Inc.,  a  Delaware  corporation  with  and into
                  Transformation Processing, Inc., a Nevada corporation (5)
3.7               Agreement  and Plan of Merger by and among  eAutoclaims.com,  Inc.,  a Nevada  corporation,
                  eAutoclaims.com Acquisition, a South Carolina corporation,  Premier Express Claims, Inc., a
                  South Carolina corporation, and its stockholders, dated June 8, 2000 (2)
3.8               First Amendment to Agreement and Plan of Merger with Premier Claims,  Inc.,  dated June 27,
                  2000 (2)
3.9               Articles of Merger or Share  Exchange  between  Premier  Express,  Inc.,  as the  surviving
                  corporation  and  eAutoclaims.com  Acquisition  Corporation,  filed July 20,  2000 with the
                  Secretary of State of South Carolina (5)
3.10              Promissory Note dated June 27, 2000 between eAutoclaims.com,  Inc. and Randal K. Wright and
                  S. Reed Mattingly (2)
3.11              Promissory Note dated June 16, 2000 between eAutoclaims.com, Inc. and Randal K. Wright (2)
3.12              Promissory  Note dated June 16, 2000 between  eAutoclaims.com,  Inc. and S. Reed Mattingly.
                  (2)
4.1               Specimen of Common Stock Certificate (1)
4.2               [Reserved]
4.3               [Reserved]
4.4               The Registrants 1998 Stock Option Plan (4)
4.5               [Reserved]
4.6               Form of Stock Option Agreement to Employees*
4.7               Form of Directors Stock Option Agreement*
4.8               Form of Non-Qualified Stock Option Agreement*
5.1               [Reserved]
10.1              Employment Agreement between  eAutoclaims.com,  Inc. and Eric Seidel dated February 1, 2000
                  (5)
10.2              Employment Agreement between eAutoclaims.com,  Inc. and Randal K. Wright dated July 1, 2000
                  (2)
10.3              Employment  Agreement  between  eAutoclaims.com,  Inc. and S. Reed Mattingly  dated July 1,
                  2000 (2)
10.4              Employment  Agreement  between  eAutoclaims.com,  Inc.  and M. Scott Moore dated August 14,
                  2000 (5)
10.5              Employment  Agreement between  eAutoclaims.com,  Inc. and Gaver Powers dated April 13, 2000
                  (5)
10.6              Consulting  Agreement between  eAutoclaims.com,  Inc. and Jeffrey D. Dickson dated December
                  1, 1999 (5)
10.7              Consulting Agreement between eAutoclaims.com,  Inc. and Liviakis Financial  Communications,
                  Inc. dated February 1, 2000 (5)
10.8              Amendment  No.  1 to  Consulting  Agreement  between  eAutoclaims.com,  Inc.  and  Liviakis
                  Financial Communications, Inc. dated September 18, 2000 (5)
10.9              Lease Agreement between eAutoclaims.com, Inc. and KWPH, Inc., dated October 17, 2000 (5)
10.10             Service Agreement  between  eAutoclaims.com,  Inc. and WE Securities,  Inc. dated August 8,
                  2000 (5)
10.11             Business Consulting Agreement between eAutoclaims.com,  Inc. and TTG LLC dated September 8,
                  2000 (5)
10.12             Commercial  lease  dated  October  12,  1998  between  Premier  Express  Claims,  Inc.  and
                  Stephenson Park Associates Limited (5)
10.13             [Reserved]
</TABLE>

                                       41
<PAGE>
<TABLE>

<S>   <C>
10.14             Certificate  of Full  Performance  of  Proposal - Form 46 filed by BDO  Dunwoody  Limited -
                  Trustee dated May 8, 2000 (5)
10.15             Order of the  Superior  Court of Justice in the Matter of the  Proposal  of  Transformation
                  Processing, Inc. dated November 25, 1999 (5)
10.16             Proposal  of  Transformation  Processing,  Inc.  - Court  File No.  32-107046  filed in the
                  Superior Court of Justice dated October 14, 1999. (5)
10.17             Share  Exchange  Agreement  between  Transformation  Processing,  Inc.  and  certain of its
                  securities holders dated April 30, 2000 (5)
10.18             [Reserved]
10.19             Securities Purchase Agreement  effective June 27, 2000 between Thomson Kernaghan,  as Agent
                  and eAutoclaims.com, Inc. (5)
10.20             Certificate of Rights,  Designations,  Preferences  and Limitations of Series A Convertible
                  Preferred Stock (5)
10.21             Security Agreement between Thomson Kernaghan, as Agent and eAutoclaims.com, Inc. (5)
10.22             Form of Purchasers Warrant (5)
10.23             Form of Agents Warrant (5)
10.24             Registration Rights Agreement (5)
10.25             eAutoclaims.com, Inc. Agreement with Certain Securities Holders effective May 31, 2000 (5)
10.26             eAutoclaims.com, Inc. Agreement with Sovereign Partners, Ltd. effective May 31, 2000 (5)
10.27             eAutoclaims.com, Inc. Agreement with Dominium Capital Fund (5)
10.28             Form of Master Modification Agreement with Certain Security Holders dated January 12, 2001*
10.29             Restated master Modification Agreement dated May 4, 2001*
10.30             Modification  agreement  dated  November ___, 2001  superceding  the original  Modification
                  Agreement  dated January 12, 2001 and the Restated  Modification  Agreement  dated May 4,
                  2001*
10.31             Form of Bricks to Clicks Service and License Agreement*
10.32             Form of Collision Repair Facility Agreement and Procedures*
10.33             Form of Change of Control and Termination Agreement*
10.34             Form of Officers/Directors Indemnification Agreement*
10.35             Bricks to Clicks  Service and Licensing  Agreement with Inspire  Claims  Management,  Inc.,
                  dated November 1, 2000*
10.36             Lease Agreement for 110 East Douglas Road dated September ___, 2001*
10.37             Form of Employee Confidentiality Agreement*
10.38             Letter Agreement with Liviakis Financial Communications, Inc.*
10.39             Letter Agreement with Former Liviakis Financial Communications, Inc. Employees*
10.40             Claims Management Services and License Agreement with Royal Indemnity Company,  dated April
                  24, 2001*
10.41             Amended and Restated Employment Agreement with Eric Seidel effective May 21, 2001*
10.42             Form of  Amendment  to  Certificate  of  Designation,  Rights and  Preferences  of Series A
                  Preferred Stock effective May 21, 2001*
10.43             Agreement between Parts.com, Inc. and the Registrant effective May 1, 2001*
10.44             Form of Convertible Debenture*
10.45             Form of Warrants issued in connection with Convertible Debentures*
10.46             Form of Subscription Agreement for purchasers of Convertible Debentures*
21.1              Subsidiaries of the Registrant.(5)


(1)      Incorporated  by reference from the  Registrant's  Form 10-SB filed on March 12, 1998 and amended on
         August 31, 1998 and October 22, 1998
(2)      Incorporated by reference from the Registrant's Form 8-K filed on July 25, 2000
(3)      Incorporated by reference from the Registrant's Form 10-KSB for fiscal year ended July 31, 1999
(4)      Incorporated by reference from the Registrant's Form 10-KSB for fiscal year ended July 31, 1998
(5)      Incorporated by reference from the Registrant's Form 10-KSB for fiscal year ended July 31, 2000
*        Filed herewith

(b)      Reports on Form 8-K
</TABLE>

Item 5/Item 9 regarding  termination of proposed  public offering dated July 23,
2001


                                       42
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Registrant  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated:   November 12, 2001                        eAUTOCLAIMS.COM, INC.


By:      /s/ Scott Moore                      By:  /s/ Eric Seidel
         ---------------------                     ---------------
         Scott Moore                               Eric Seidel
         Chief Financial Officer and               Chief Executive Officer
         Accounting Officer


                                       43
<PAGE>


EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2001


<PAGE>



                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY


                                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------









Independent Auditor's Report                                      F - 2


Consolidated Financial Statements:

   Balance Sheet                                                  F - 3
   Statement of Operations                                        F - 4
   Statement of Stockholders' Equity                              F - 5
   Statement of Cash Flows                                        F - 6
   Notes to Consolidated Financial Statements                 F - 7 - F-19


                                      F-1
<PAGE>


INDEPENDENT AUDITOR'S REPORT




To the Board of Directors
eAutoclaims.com, Inc.


We have audited the accompanying  consolidated balance sheet of eAutoclaims.com,
Inc. and Subsidiary as of July 31, 2001, and the related consolidated statements
of operations,  stockholders' equity, and cash flows for the year ended July 31,
2001 and the period from December 7, 1999  (inception)  to July 31, 2000.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of  eAutoclaims.com,
Inc. and Subsidiary as of July 31, 2001 and the results of their  operations and
their  cash  flows for the year  ended  July 31,  2001 and for the  period  from
December 7, 1999  (inception)  to July 31, 2000 in  conformity  with  accounting
principles generally accepted in the United States of America.


/s/ Goldstein Golub Kessler LLP
-------------------------------
GOLDSTEIN GOLUB KESSLER LLP
New York, New York

October 5, 2001


                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                                                                 EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                                                           CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------------------------------
                                                                                              July 31,
                                                                                                2001
--------------------------------------------------------------------------------------------------------
ASSETS

<S>                                                                                         <C>
Current Assets:
  Cash                                                                                        $ 485,092
  Accounts receivable, less allowance for doubtful accounts
    of $60,000                                                                                1,208,409
  Due from related parties                                                                      154,853
  Prepaid expenses and other current assets                                                     126,693
--------------------------------------------------------------------------------------------------------
         Total current assets                                                                 1,975,047
Property and Equipment, net of accumulated depreciation
   of $231,920                                                                                  545,015

Goodwill, net of accumulated amortization
    of $241,037                                                                               1,312,615

Other Assets                                                                                    365,000

Deferred Income Tax Asset, net of valuation
   allowance of $4,171,000                                                                            -
--------------------------------------------------------------------------------------------------------
         Total Assets                                                                       $ 4,197,677
========================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable and accrued expenses                                                    $ 3,074,653
   Deferred software subscription revenue                                                       111,670
   Convertible debentures, net of unamortized discount of $555,551                               94,449
   Loans payable - stockholders                                                                 179,000
--------------------------------------------------------------------------------------------------------
         Total current liabilities                                                            3,459,772


Stockholders' Equity:
  Convertible  preferred stock - $.001 par value;  authorized  5,000,000 shares,
   issued and outstanding 520 shares
   aggregate liquidation preference of $2,600,000                                                     1
  Common stock - $.001 par value; authorized 50,000,000 shares, issued
   and outstanding 11,711,877 shares                                                             11,712
  Additional paid-in capital                                                                 16,051,679
  Accumulated deficit                                                                       (15,325,487)
--------------------------------------------------------------------------------------------------------
         Stockholders' equity                                                                   737,905
--------------------------------------------------------------------------------------------------------
         Total Liabilities and Stockholders' Equity                                         $ 4,197,677
========================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                                                                                             EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                                                                             CONSOLIDATED STATEMENT OF OPERATIONS
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                       Year ended July 31, 2001    Period from
                                                                                                                   December 7, 1999
                                                                                                                  (inception)  to
                                                                                                                   July 31, 2000
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                          <C>                      <C>
Revenue:
  Collision repairs management                                                                $ 16,186,861             $ 1,141,087
  Glass repairs                                                                                  1,944,721                       -
  Fleet repairs management                                                                       1,333,452                 483,846
  Fees and other revenue                                                                           723,215                 126,777
-----------------------------------------------------------------------------------------------------------------------------------
Total revenue                                                                                   20,188,249               1,751,710
-----------------------------------------------------------------------------------------------------------------------------------

Expenses:
  Claims processing charges                                                                     16,842,287               1,471,509
  Selling, general and administrative                                                           10,479,232               3,293,208
  Depreciation and amortization                                                                    504,656                  62,750
-----------------------------------------------------------------------------------------------------------------------------------
Total expenses                                                                                  27,826,175               4,827,467
-----------------------------------------------------------------------------------------------------------------------------------
Net loss                                                                                        (7,637,926)             (3,075,757)
Less:  Preferred stock dividends and deduction relating to Series A Convertible
   Preferred Stock                                                                              (4,611,804)                      -
-----------------------------------------------------------------------------------------------------------------------------------
Net loss applicable to common stock                                                          $ (12,249,730)           $ (3,075,757)
===================================================================================================================================
Loss per common share - basic and diluted                                                          $ (1.09)                $ (0.29)
===================================================================================================================================

Weighted-average number of common shares outstanding - basic and diluted                        11,252,514              10,591,146
===================================================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements

                                      F-4
<PAGE>

<TABLE>
<CAPTION>


                                                                                             EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                                                                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
     Period from December 7, 1999 (Inception) to
     July 31, 2000 and year ended July 31, 2001                                             Additional
                                             Preferred Stock            Common Stock         Paid-in     Accumulated  Stockholders'
                                            Shares      Amount       Shares      Amount      Capital       Deficit       Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>       <C>   <C>           <C>         <C>         <C>           <C>
     Issuance of common stock to founders        -           -    7,500,000     $ 7,500     $ 61,430             -     $ 68,930
     Issuance of common stock for cash           -           -    2,850,000       2,850      987,150             -      990,000
     Issuance of common stock for services       -           -    1,980,000       1,980    1,978,020             -    1,980,000
     Recapitalization of common stock prior
      to reverse acquisition                     -           -   (6,350,000)     (6,350)       6,350             -            -
     Issuance of common stock in reverse
      acquisition                                -           -    4,810,367       4,810       (4,810)            -            -
     Issuance of compensatory stock options      -           -            -           -      188,146             -      188,146
     Net loss                                    -           -            -           -            -  $ (3,075,757)  (3,075,757)
------------------------------------------------------------------------------------------------------------------------------------
Balance at July 31, 2000                         -           -   10,790,367      10,790    3,216,286    (3,075,757)     151,319

     Shares of common stock issued
      in acquisitions                            -           -      322,372         322    1,211,678             -    1,212,000
     Issuance of common stock for services       -           -      599,138         600      885,912             -      886,512
     Issuance of preferred stock                 520         $ 1          -           -    2,265,428             -    2,265,429
     Recognition of beneficial conversion                                                                                     -
      feature of convertible preferred stock     -           -            -           -    2,233,600    (2,233,600)           -
     Recognition of beneficial conversion
      feature of convertible debentures                                                      389,400                    389,400
     Proceeds from stock options                 -           -            -           -          750             -          750
      Accrued dividend on preferred stock        -           -            -           -            -      (134,179)    (134,179)
     Fair value of warrants issued in                                                                                         -
      connection with the preferred stock        -           -            -           -    2,244,025    (2,244,025)           -
     Fair value of warrants issued in
      connection with convertible debentures     -           -            -           -      260,600                    260,600
     Issuance of compensatory stock options      -           -            -           -    3,344,000             -    3,344,000

     Net loss                                    -           -            -           -            -    (7,637,926)  (7,637,926)
------------------------------------------------------------------------------------------------------------------------------------
Balance at July 31, 2001                         520         $ 1 11,711,877    $ 11,712  $16,051,679  $(15,325,487)  $  737,905
====================================================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>


                                                                                     EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                                                                     CONSOLIDATED STATEMENT OF CASH FLOWS
-----------------------------------------------------------------------------------------------------------------------------


                                                                                Year ended July 31, 2001         Period from
                                                                                                              December 7, 1999
                                                                                                                 (inception)
                                                                                                              to July 31, 2000
-----------------------------------------------------------------------------------------------------------------------------

<S>                                                                                  <C>                    <C>
Cash flows from operating activities:
  Net loss                                                                              $ (7,637,926)           $ (3,075,757)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                            504,656                  62,750
    Common stock issued for services                                                         858,724               2,028,630
    Issuance of compensatory stock options                                                 3,344,000                 188,146
    Allowance for doubtful accounts                                                          148,814                  30,000
    Changes in operating assets and liabilities net of acquisition:
      Increase in accounts receivable                                                       (659,680)               (397,535)
      Increase in prepaid expenses and other current assets                                  (45,007)               (187,829)
      Decrease in other assets                                                                 6,660                       -
      Increase in accounts payable and accrued expenses                                    2,189,997                 513,239
      Increase in deferred subscription revenue                                              111,670
-----------------------------------------------------------------------------------------------------------------------------
            Net cash used in operating activities                                         (1,178,092)               (838,356)
-----------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
  Purchases of property and equipment                                                       (435,991)               (259,605)
  Acquisition of software                                                                   (360,000)
  Loans to related parties                                                                   (90,983)
  Acquisition of subsidiary, net of cash acquired                                                                   (172,360)
-----------------------------------------------------------------------------------------------------------------------------
            Cash used in investing activities                                               (886,974)               (431,965)
-----------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
  Proceeds from issuance of debentures                                                       650,000
  Proceeds from stock options                                                                    750                       -
  Advances for the issuance of preferred stock                                                                       500,000
  Net proceeds from issuance of preferred stock                                            1,765,429                       -
  Principal payments on stockholder loans                                                   (106,000)                      -
  Proceeds from issuance of common stock                                                                           1,010,300
-----------------------------------------------------------------------------------------------------------------------------
            Cash provided by financing activities                                          2,310,179               1,510,300
-----------------------------------------------------------------------------------------------------------------------------
Net increase in cash                                                                         245,113                 239,979

Cash at beginning of period                                                                  239,979                       -
-----------------------------------------------------------------------------------------------------------------------------

Cash  at end of period                                                                     $ 485,092               $ 239,979
=============================================================================================================================


Supplemental disclosure of cash flow information:

  Cash paid during the period for interest                                                  $ 19,664                 $ 2,641
=============================================================================================================================


Supplemental disclosure of noncash investing and financing activities:

  Common stock to be issued in connection with the acquisition of a subsidiary              $ 12,000             $ 1,200,000
=============================================================================================================================
  Loans to stockholders in connection with the acquisition of a subsidiary                         -               $ 130,000
=============================================================================================================================
  Fair value of warrants issued in connection with convertible debentures.                 $ 260,600                       -
=============================================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements


                                      F-6
<PAGE>

                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.   THE BUSINESS AND
     BASIS OF PRESENTATION:

     On May 25, 2000,  Transformation  Processing,  Inc. ("TPI") acquired all of
     the outstanding common stock of eAutoclaims.com,  Inc., ("Nevada") a Nevada
     corporation. For accounting purposes, the acquisition has been treated as a
     recapitalization  of Nevada  with  Nevada  as the  acquirer  (the  "Reverse
     Acquisition").  Nevada  merged  into  TPI  and  TPI  changed  its  name  to
     eAutoclaims.com,  Inc. (the "Company"). The historical financial statements
     prior  to May  25,  2000  are  those  of  Nevada.  Accordingly,  pro  forma
     information is not presented.

     The Company  adopted the fiscal year end of TPI.  There was no  significant
     activity during the period from December 7, 1999 through December 31, 1999.

     The Company was incorporated in 1999 as a  business-to-business  e-commerce
     company  that  utilizes the  Internet to  streamline  and lower the overall
     costs of  automotive  repair paid by  insurance  companies.  The Company is
     establishing  itself as an  Application  Service  Provider  ("ASP") for the
     automobile  insurance industry and the corporate fleet management industry,
     providing  a  seamless  back-end  infrastructure  that links  thousands  of
     collision  repair  shops and support  facilities.  The  Company  provides a
     proprietary,  cost-effective and highly advanced  Bricks-to-Clicks Internet
     Claims  Application & eAutoFleet for the processing and ultimate  repair of
     damaged vehicles filed as insured automobile claims.


  2. SUMMARY OF SIGNIFICANT
     ACCOUNTING POLICIES:

     The accompanying  consolidated financial statements include the accounts of
     the Company and its wholly owned  subsidiary,  SalvageConnection.com,  Inc.
     ("Salvage").  The  consolidated  financial  statements  for the fiscal year
     ended July 31, 2001  include the results of Salvage for the entire  period.
     The  consolidated  financial  statement  for the period ended July 31, 2000
     include the results of Premier Express Claims,  Inc.  ("Premier") from July
     20,  2000 (date of  acquisition)  to July 31,  2000 and for the entire year
     ended July 31,  2001.  Premier  was merged  into the Company on February 1,
     2001. All intracompany accounts and transactions have been eliminated.

     The Company maintains cash in bank deposit accounts that, at times,  exceed
     federally  insured  limits.  The Company has not  experienced any losses on
     these accounts.

     The Company derives revenue primarily from collision repairs, glass repairs
     and fleet  repairs.  Revenue is  recognized  when an agreement  between the
     Company and its customer  exists,  the repair services have been completed,
     the  Company's   revenue  is  fixed  and  determinable  and  collection  is
     reasonably assured.

     The Company  records  revenue gross when the Company is the primary obligor
     in its  arrangements,  the Company has latitude in establishing  price, the
     Company  controls  what  services are provided and where the services  will
     take place, the Company has discretion in supplier  selection,  the Company
     is involved in the determination of product or service  specifications  and
     the  Company  has  credit  risk.  The  Company  records  revenue  net  when
     situations  occur  whereby the  supplier  (not the  Company) is the primary
     obligor in an  arrangement,  the amount the  Company  earns is fixed or the
     supplier (and not the Company) has credit risk.

                                      F-7
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


     Deferred software subscription revenue is recorded when estimating software
     is sold to a body shop  within  the  Company's  repair  shop  network.  The
     revenue from the sale is recognized  over the one-year term of the contract
     on a straight-line basis.

     Property and equipment are stated at cost.  Additions and  improvements  to
     property  and  equipment  are  capitalized.  Maintenance  and  repairs  are
     expensed as incurred.  When  property is retired or otherwise  disposed of,
     the cost and related accumulated depreciation are removed from the accounts
     and any resulting gain or loss is recognized in operations. Depreciation is
     computed on the straight-line method over the estimated useful lives of the
     assets.

     The  Company  identifies  and  records  impairment  on  long-lived  assets,
     including goodwill, when events and circumstances indicate that such assets
     have been impaired.  The Company periodically  evaluates the recoverability
     of its long-lived  assets based on expected  undiscounted  cash flows,  and
     recognizes impairment,  if any, based on expected discounted cash flows. At
     July 31, 2001, no such impairment existed.

     Goodwill is amortized using the straight-line method over 7 years (see Note
     4). At each  balance  sheet  date,  the  Company  evaluates  the  period of
     amortization  of  intangible  assets.  The factors used in  evaluating  the
     period  of  amortization  include:  (i)  current  operating  results,  (ii)
     projected  future operating  results,  and (iii) any other material factors
     that effect the continuity of the business.

     Deferred income tax assets and liabilities are recognized for the estimated
     future tax consequences  attributable to differences  between the financial
     statements  carrying  amounts of existing  assets and liabilities and their
     respective income tax bases. Deferred income tax assets and liabilities are
     measured using enacted tax rates expected to apply to taxable income in the
     years in which those temporary  differences are expected to be recovered or
     settled.

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenue  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
     No.'s  141  and  142,  "Business  Combinations"  and  "Goodwill  and  Other
     Intangibles".  FASB 141 requires all business combinations  initiated after
     June 30, 2001 to be  accounted  for using the purchase  method.  Under FASB
     142,  goodwill  is no longer  subject to  amortization  over its  estimated
     useful life.  Rather,  goodwill is subject to at least an annual assessment
     for impairment applying a fair-value based test. Additionally,  an acquired
     intangible  asset  should be  separately  recognized  if the benefit of the
     intangible asset is obtained through  contractual or other legal rights, or
     if the intangible  asset can be sold,  transferred,  licensed,  rented,  or
     exchanged,  regardless of the acquirer's intent to do so. The Company is in
     the  process  of  determining  the  impact of these  pronouncements  on its
     financial position and results of operations.

                                      F-8
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


     Management  does not believe that any other  recently  issued,  but not yet
     effective,  accounting standards if currently adopted would have a material
     effect on the accompanying financial statements.

     In accordance  with Emerging  Issues Task Force No. 96-18,  Accounting  for
     Equity  Instruments  That Are Issued to Other Than Employees for Acquiring,
     or In Conjunction with Selling, Goods or Services, the Company measures the
     fair  value of the  equity  instruments  using  the  stock  price and other
     measurement assumptions as of the earlier of the date at which a commitment
     for  performance  by the  counterparty  to earn the equity  instruments  is
     reached, or the date at which the counterparty's performance is complete.

     The costs of  software  developed  for  internal  use,  including  web site
     development  costs,  incurred  during  the  preliminary  project  stage are
     expensed  as  incurred.   Direct  costs  incurred  during  the  application
     development   stage  are  capitalized.   Costs  incurred  during  the  post
     implementation/operation   stage  are  expensed  as  incurred.  Capitalized
     software  development  costs are  amortized on a  straight-line  basis over
     their estimated useful lives.

     The Company  believes  that the  concentration  of credit risk in its trade
     receivables,  with respect to its limited  customer base, is  substantially
     mitigated by its credit  evaluation  process.  The Company does not require
     collateral.  To  date,  the  Company's  bad debt  write-offs  have not been
     significant.

 3.  PER SHARE CALCULATIONS:

     Basic  loss per share is  computed  as net loss  divided  by the  weighted-
     average number of common shares  outstanding  for the period.  Diluted loss
     per share  reflects  the  potential  dilution  that could occur from common
     shares issuable through stock-based  compensation  including stock options,
     restricted  stock awards,  warrants and convertible  securities.  Potential
     common  shares have not been  included in diluted  loss per share since the
     effect would be  anti-dilutive.  The  calculation of basic and diluted loss
     per common share is as follows:


                                                            Period from December
                                   Year ended                1999 (inception) to
                                   July 31, 2001                July 31, 2000
--------------------------------------------------------------------------------

Net Loss                          $ (7,637,926)                 $ (3,075,757)

Less: Preferred stock dividends       (134,179)
        Deduction related to        (4,477,625)
        Series A convertible
        Preferred stock
                                  -------------------------------------------
Net loss applicable to
        Common stock              $   (12,249,730)             $  (3,075,757)

Basic and diluted:

Weighted average number           $    11,252,514              $  10,591,146
        of common shares
        outstanding

Basic and diluted loss
        per common share          $         (1.09)             $       (0.29)
                                  ===========================================

                                      F-9
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

4.   ACQUISITIONS:

     On July 20, 2000, the Company  acquired the  outstanding  shares of Premier
     for an aggregate of $1,530,000. The purchase price consisted of $200,000 in
     cash,  $130,000  in  promissory  notes  payable  within 60 days and 320,000
     shares of the Company's  common stock issued during the year ended July 31,
     2001. The Company  valued the 320,000 shares of the Company's  common stock
     at the fair market  value at July 20, 2000 that totaled  $1,200,000  ($3.75
     per common share).

     Premier is an administrative  claims processing company that provides third
     party   administrative   processing  and  recovery  services  to  insurance
     companies located throughout the United States.

     The acquisition has been treated as a purchase for accounting purposes with
     the purchase price allocated to the assets acquired and liabilities assumed
     based  on  a  determination  of  estimated  fair  values  at  the  date  of
     acquisition. Such fair values were determined based on appraisals and other
     estimates.  The Company  acquired assets with a fair value of approximately
     $506,000 and assumed liabilities of approximately  $518,000.  The excess of
     cost  over  fair  value  of the  assets  acquired  (goodwill)  amounted  to
     approximately $1,542,000.

     The following  summarized  pro forma  consolidated  statement of operations
     (unaudited)  assumes  the  acquisition  of  Premier  as if it  occurred  on
     December 7, 1999 (inception).


     For the  period  from  December  7,  1999  (inception)  to July  31,  2000.

     Revenue                                             $   3,866,899
     =================================================================

     Net loss                                            $  (3,118,627)
     =================================================================

     Loss per common share - basic and diluted           $        (.29)
     =================================================================

     Weighted-average number of shares outstanding          10,895,012
     =================================================================


     This  pro  forma  financial  information  is  presented  for  informational
     purposes only and is not  necessarily  indicative of the operating  results
     had the  acquisition  been  consummated  as of the assumed date,  nor is it
     necessarily indicative of future operating results.

     On August 1, 2000, the Company  acquired the outstanding  shares of Salvage
     for the issuance of 2,372 shares of restricted  common stock.  These shares
     were valued at the fair market  value at the date of issuance  that totaled
     $12,000.

                                      F-10
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     Salvage  is  an  Internet-based   procurement   network  for  recycled  and
     remanufactured  automobile parts. Salvage was incorporated in December 1999
     had no significant  assets and  liabilities and had not had any substantial
     operations since incorporation. The acquisition has been accounted for as a
     purchase  with  the  entire  consideration  recorded  as  goodwill,  to  be
     amortized over 7 years.

5.   PROPERTY AND EQUIPMENT:


     At  July  31,  2001  property  and  equipment,  at  cost,  consists  of the
     following:

                                                                  Estimated
                                         2001                    Useful Life
--------------------------------------------------------------------------------

Computer Equipment                       $ 328,576                   3 years
Software                                   217,893                   3 years
Office equipment                           140,657                   3 years
Furniture and fixtures                      89,809                  10 years
--------------------------------------------------------------------------------

                                           776,935
Less accumulated depreciation              231,920

--------------------------------------------------------------------------------
                                         $ 545,015
================================================================================

6.   ACCOUNTS
     PAYABLE AND
     ACCRUED
     EXPENSES:

     At July 31,  2001  accounts  payable and  accrued  expenses  consist of the
     following:
                                                                 2001
                                                                 ----
--------------------------------------------------------------------------------
          Accounts payable                                  $ 2,440,595
          Accrued payroll and vacation wages                    285,002
          Other accrued liabilities                             349,056

--------------------------------------------------------------------------------
                                                            $ 3,074,653
================================================================================


7.   LOANS PAYABLE -
     STOCKHOLDERS:

     In conjunction with the acquisition of Premier, the Company is obligated to
     repay a loan to a current director/officer/stockholder,  who was formerly a
     stockholder   of   Premier.   The   loan   is   due   on   demand   and  is
     noninterest-bearing  and the balance is $24,000 at July 31, 2001.  The fair
     value of the loan  approximates  the carrying  amount due to the short-term
     nature of the loan.  The loan was converted  into common stock on September
     30, 2001.

     The  Company  has  two  loans  outstanding  to  two   stockholders/officers
     aggregating $155,000.  The loans bear interest at the rate of 12% per annum
     and are due on  demand.  The  stockholders/officers  have  agreed to accept
     interest only payments until the loans are paid-off. On September 20, 2001,
     $20,000 of these loans were converted into common stock.  The fair value of
     the loans  approximates  their carrying  amount based on rates available to
     the Company for similar loans.

                                      F-11
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


 8.  CONVERTIBLE DEBENTURES

     During  the  months  June and July  2001 the  Company  issued  $650,000  of
     debentures  with  interest at the rate of Libor  (2.6%) plus 3% maturing on
     September 30, 2001.  Upon the maturity date the  debentures  were converted
     into common stock at rates between $0.63 and $0.75 per share. In connection
     with the issuance of these  convertible  debentures  650,000  warrants were
     issued to purchase  shares of common stock at $3.00 per share  through June
     30, 2011.  The Company  recorded a discount to the  debentures  of $260,600
     representing the fair value of the warrants and has charged  operations for
     $94,449 representing the amortization of the discount.

     On the  date  of  issuance  of the  convertible  debentures,  a  beneficial
     conversion  feature  existed,  represented  by the intrinsic  value of that
     feature.  The aggregate  amount  attributable to the beneficial  conversion
     feature is  $389,400.  This amount has been  reflected as a discount on the
     debentures and is being amortized over the term of the debentures.

 9.  COMMITMENTS AND
     CONTINGENCIES:

     The Company has a two-year  employment  agreement  with its  president  and
     chief executive officer.  This two-year employment  agreement effective May
     21, 2001  provides  for  aggregate  annual base salary of $200,000  through
     December 31, 2001 and  $250,000  from January 1, 2002 through May 20, 2003.
     The President and Chief Executive Officer is entitled to a special one-time
     bonus  equal to 15% of his base  salary,  payable on or before  January 15,
     2002.  He retains  his right to bonus  compensation  as  determined  by the
     Compensation  Committee,  which  at no  time  may be  less  than  5% of the
     Company's  pre-tax  profits.  He may elect to  receive  part or his  entire
     bonus, if any, in shares of the Company's  common stock based on 90% of the
     then current market price.

     In addition,  the Company has three-year  employment  agreements  with four
     other  executives that expire between February 2003 and September 2003. The
     agreements provide for aggregate annual base salaries ranging from $465,000
     to $500,000 per annum.

     The Company leases office facilities under  noncancelable  operating leases
     expiring  on various  dates  through  2006.  The office  facilities  leases
     contain  escalation  clauses relating to operating expenses and real estate
     taxes.  Rent expense under the operating leases for the year ended July 31,
     2001  and  period  from   December  7,  1999  to  July  31,  2000   totaled
     approximately $196,000 and $40,000 respectively.

     The Company  entered into a 5-year lease for 30,000 square feet of a 62,000
     square foot facility.  The Company has an option to buy the entire facility
     with the associated land for  $2,950,000.  The Company issued 51,971 shares
     of stock to pay for the January  through  March 31, 2002 rent,  and another
     45,956 shares for the purchase option, for a total of 97,927 shares.

     Approximate  minimum  future  payments  under  these  leases are payable as
     follows:

     Year ending July 31,
           2002                                          $ 306,000
           2003                                            257,000
           2004                                            229,000
           2005                                            219,000
           2006                                            225,000
        Thereafter                                          76,000
--------------------------------------------------------------------------------
                                                       $ 1,312,000
================================================================================

                                      F-12
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

10.   STOCKHOLDERS' EQUITY:

     The  Company is  authorized  to issue  5,000,000  shares of $.001 par value
     preferred stock. Each share of preferred stock is convertible into a number
     of shares of common  stock.  As amended,  the number of common shares to be
     issued is derived by taking the lesser of 75% of the average of the closing
     bid prices for the common stock for the 3 lowest trading days out of the 20
     consecutive  trading days  immediately  preceding the date of conversion or
     $0.625.  Dividends  are  payable  at  the  rate  of  8%  of  the  aggregate
     liquidation preference amount per annum and are cumulative.  As of July 31,
     2001, the Company had issued 520 shares of preferred stock.

     Also  issued in  connection  with the  preferred  stock  were  warrants  to
     purchase shares of common stock of the Company.  The Company issued 264,385
     warrants to the agent, which are exercisable at a price of $4.50 per share,
     are exercisable  upon issuance,  and expire in five years. The Company also
     issued 780,000 warrants to the purchasers,  which are exercisable at prices
     between  $1.46 and $3.33 per share,  are  exercisable  upon  issuance,  and
     expire in five  years.  The fair value of  $2,244,025  attributable  to the
     warrants  has been  treated as a cost  associated  with the issuance of the
     convertible  preferred  stock,  and has been  recorded  as an  increase  to
     accumulated  deficit and an increase  in the net loss  available  to common
     shareholders.

     On the date of issuance,  and upon amendment of the conversion terms of the
     convertible  preferred  stock,  a  beneficial  conversion  feature  of  the
     convertible  stock  existed  represented  by the  intrinsic  value  of that
     feature. That amount is calculated as the difference between the conversion
     price and the fair value of the common stock into which the preferred stock
     is convertible, multiplied by the number of shares into which the preferred
     stock is  convertible.  This  amount has been  recorded  as an  increase to
     accumulated  deficit and an increase  in the net loss  available  to common
     shareholders.   The  aggregate   amount   attributable  to  the  beneficial
     conversion  feature  on the date of  issuance  was  $1,715,198,  and was an
     additional $418,402 on the date of amendment of conversion terms.

     On July 31, 2001, 100 shares of the preferred  stock  described  above were
     redeemable  at the  Company's  option at 120% of face value,  plus  accrued
     dividends  by  August  15,  2001.  Since the  Company  did not  redeem  the
     preferred  stock,  its  terms  became  identical  to  the  Company's  other
     preferred  stock.  An  increase  to  accumulated  deficit  and the net loss
     available to common  shareholders  of $100,000 was recorded during the year
     ended July 31, 2001 and $408,000  will be recorded on August 15, 2001.  The
     Company has issued  warrants as part of this funding in accordance with the
     terms of the preferred stock agreements.


                                      F-13
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     During the period from  December 7, 1999  (inception)  to July 31, 2000 the
     Company issued 7,500,000 shares of common stock to its founders for $500 in
     cash and $68,430 in services.

     During the period from  December 7, 1999  (inception)  to July 31, 2000 the
     Company issued  2,850,000  shares of common stock for $1,100.000.  Costs of
     $110,000 were incurred related to this issuance.

     During the period from  December 7, 1999  (inception)  to July 31, 2000 the
     Company  issued  1,980,000  shares  of  common  stock to a  consultant  for
     $19,800.  The market  price of the  Company's  common  stock at the time of
     issuance was $1.00 per share. Accordingly, the Company recorded a charge to
     operations for $1,960,200 related to this issuance.

     In connection  with the Company's  Reverse  Acquisition  in April 2000, the
     outstanding  shares  of  the  Company  were  recapitalized.  As  a  result,
     6,350,000  shares of common stock were canceled.  Immediately  prior to the
     Reverse   Acquisition   there  were   5,980,000   shares  of  common  stock
     outstanding.

     In August 2000, the Company issued 2,372 shares of restricted  common stock
     on the acquisition of Salvage.  These shares were valued at the fair market
     value at the date of issuance that totaled $12,000.

     During the year ended July 31,  2001,  the Company  issued  shares to three
     consultants  that  provided  services  to the  Company.  These  consultants
     received  cash and 93,936  shares of the  Company's  common stock for these
     services.  The Company  recorded a charge to  operations  when the services
     were performed based on the fair market value of the shares of common stock
     on the date in which the  services  were  performed.  During the year ended
     July 31,  2001,  $176,329  was charged to  operations  as a result of these
     agreements.

     During the year ended July 31, 2001,  the Company  issued 150,000 shares of
     common stock in exchange for $157,720 of legal services.

     During the year ended July 31, 2001,  the Company  issued  10,702 shares of
     common stock to five outside members of the Board of Directors. The Company
     charged operations $22,500, which was equal to the fair market value of the
     shares when earned.

     After renegotiation of a consulting agreement, 200,000 shares of stock that
     were  issued in fiscal  year  ended  July 31,  2000 were  cancelled  as the
     services were not performed.  During April 2001, the Company issued 200,000
     shares of common stock to a member of the Company's  board of directors who
     provided those consulting  services.  As a result of these transactions the
     Company recorded a net charge to operations of $106,000, which was equal to
     the  difference  in the fair  market  value of the  shares  at the dates of
     original issuance and the subsequent new issuance.

     In July 2000,  the  Company  issued  options to  purchase  common  stock to
     employees  at prices below the fair market  value of the  Company's  common
     stock at the time of issuance.  Accordingly,  the Company recorded a charge
     to operations of $188,146 in the period ended July 31, 2000.

                                      F-14
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


     During  the year  ended  July 31,  2001,  the  Company  issued  options  to
     employees  and  members of the  Company's  Board of  Directors  to purchase
     1,402,700  shares of common stock.  The exercise  prices of the options are
     equal to or greater  than the fair  market  value of the  Company's  common
     stock on the date of each grant.

     During April 2001, the Company issued options to purchase  2,200,000 shares
     of common stock to officers, directors and employees of the Company at $.01
     per share.  Accordingly,  the Company  recorded a charge to  operations  of
     $3,344,000,  representing the difference  between the exercise price of the
     options and the market price of the  Company's  common stock at the time of
     issuance related to these issuances.

     In July 2001,  the  Company  issued  344,500  shares of common  stock to an
     investor to satisfy their expense (penalty) provisions in a preferred stock
     agreement for not  registering  the shares of common stock  underlying  the
     conversion  of the  preferred  stock.  The Company  recognized  a charge to
     operations  of $396,175  which was equal to the fair market value of shares
     on the date of issuance.

 11. STOCK OPTIONS AND
     STOCK WARRANTS:



     The  Company has an  incentive  stock  option  plan under which  options to
     purchase  shares of common  stock may be granted to certain key  employees.
     The  exercise  price is based on the fair  market  value of such  shares as
     determined  by the  board of  directors  at the  date of the  grant of such
     options.

     A summary of the status of the  Company's  options as of July 31,  2001 and
     July 31,  2000,  and  changes  during the year ended July 31,  2001 and the
     period from  December  7, 2000  (inception)  to July 31, 2000 is  presented
     below:

                                          July 31, 2001          July 31, 2000
                                          -------------          -------------
<TABLE>
<CAPTION>

                                                     Weighted-                  Weighted-
                                                      average                   average
                                        Number of    Exercise     Number of     Exercise
                                         shares       Price       shares        Price
     -------------------------------------------------------------------------------------

<S>                                   <C>             <C>         <C>           <C>
     Balance at beginning of period       719,500         $2.68

     Granted                            3,602,700          0.61     720,500      $2.68
     Canceled                             (61,066)         1.86      (1,000)      3.00

     -------------------------------------------------------------------------------------
     Outstanding at end of period       4,261,134         $0.94     719,500      $2.68
     =====================================================================================
     Options exercisable at
      end of period                     3,158,999         $0.70     569,831      $2.67
     =====================================================================================
     Weighted Average fair value of
      options granted during the
      period                            5,365,333                 1,531,160
     =====================================================================================
</TABLE>


                                      F-15
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     The  following  table  summarizes  information  about fixed  stock  options
     outstanding at July 31, 2001:

<TABLE>
<CAPTION>

                      Options Outstanding               Options Exercisable
                  -----------------------------       -----------------------
                                        Weighted-
                                        average       Weighted-                  Weighted-
                                        Remaining     average                    average
   Range of             Number          Contractual   Exercise       Number      Exercise
   Exercise Prices      Outstanding     Life          Price          Exercisable Price
-------------------------------------------------------------------------------------------

<S>                    <C>                <C>         <C>          <C>              <C>
 $0.01                 2,200,000          9.69        $0.01        2,200,000        $0.01
 $.90-$1.3125            760,600          4.40         1.17          100,000         1.11
 $1.53-$3.37           1,196,534          4.11         2.14          754,999         2.04
 $5.06-$12.50            104,000          2.11         5.24          104,000         5.24

-------------------------------------------------------------------------------------------
 $0.01 - $12.50        4,261,134                      $0.94        3,158,999        $0.70
===========================================================================================
</TABLE>


     The   Company  has  elected  to  apply  APB  Opinion  No.  25  and  related
     interpretations  in  accounting  for its stock  options and has adopted the
     disclosure-only  provisions of Statement of Financial  Accounting Standards
     ("SFAS") No. 123, Accounting for Stock-Based  Compensation.  If the Company
     had elected to recognize  compensation  cost based on the fair value of the
     options  granted  at the grant  date as  prescribed  by SFAS No.  123,  the
     Company's  net loss per common  share for the period from  December 7, 1999
     (inception)  to July 31,  2000 and for the year ended  July 31,  2001 would
     have been as follows:



                                                                 Period From
                                                              December 7, 1999
                                         Year Ended            (Inception) to
                                        July 31, 2001           July 31, 2000
                                    --------------------------------------------

     Net loss applicable to common stock:
      As reported                      $(12,249,730)             $(3,075,757)
================================================================================
      Pro forma                         (13,506,636)              (4,417,312)
================================================================================


     Loss per common share - basic and diluted:
      As reported                      $      (1.09)             $     (0.29)
================================================================================
     Pro forma                         $      (1.20)             $     (0.42)
================================================================================

                                      F-16
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


     The fair value for these options was estimated at the date of grant using a
     Black-Scholes  option  pricing  model with the  following  weighted-average
     assumptions  for the period ended July 31, 2000 and for the year ended July
     31, 2001. The assumptions were risk-free  interest rate of 6.50%,  dividend
     yield  of  0%,  volatility  factor  of the  expected  market  price  of the
     Company's  common stock of 200%, and an expected life of the option of five
     years.

     The Black-Scholes  option pricing model was developed for use in estimating
     the fair value of traded options that have no vesting  restrictions and are
     fully transferable. In addition, option pricing models require the input of
     highly   subjective   assumptions   including  the  expected   stock  price
     volatility.   Because   the   Company's   employee   stock   options   have
     characteristics  significantly  different  from those of traded options and
     because changes in the subjective input  assumptions can materially  affect
     the fair value estimate, in management's opinion the existing models do not
     necessarily  provide a  reliable  single  measure  of the fair value of its
     employee stock options.


 12. INCOME TAXES:

     As of July 31, 2001,  the Company had deferred tax assets of  approximately
     $4,171,000   resulting   from  net   operating   loss   carry-forwards   of
     approximately  $6,836,000  which are  available  to offset  future  taxable
     income,  if any,  through 2021. As  utilization  of the net operating  loss
     carry-forwards and temporary  differences is not assured,  the deferred tax
     asset has been fully  reserved  through the  recording of a 100%  valuation
     allowance.

     The tax  effects  of  temporary  differences,  loss  carryforwards  and the
     valuation   allowance  that  give  rise  to  deferred   income  tax  assets
     (liabilities) were as follows:

                                                             July 31, 2001
                                                             -------------
      Temporary differences:
         Allowance for doubtful accounts                         24,000
         Accrued vacation                                        37,000
         Compensation not currently deductible                1,375,000
         Net operating losses                                 2,735,000
         Less valuation allowance                            (4,171,000)
        -----------------------------------------------------------------
         Deferred tax assets                                 $    - 0 -
        =================================================================


     The  reconciliation  of the  effective  income  tax  rate  to  the  federal
     statutory rate for the year ended July 31, 2001 is as follows:

     Federal income tax rate                                          (34.0)%
     Change in valuation allowance                                     34.0
--------------------------------------------------------------------------------
       Effective income tax rate                                      - 0 - %
================================================================================

     The Company and Premier will file consolidated federal income tax returns.


                                      F-17
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

13.  MAJOR CUSTOMERS:

     During the year ended July 31, 2001 one customer accounted for 64% of total
     revenue.  During the period from December 7, 1999  (inception)  to July 31,
     2000 revenue from three other customers  amounted to approximately 24%, 18%
     and 17% of total revenue, respectively.


14.  RELATED PARTY
     TRANSACTIONS:

     The Company  shared an  operating  facility  and certain  personnel  with a
     corporation  whose  chairman  is also  the  chairman  of the  board  of the
     Company.  The  Company  also  paid  certain  expenses  on  behalf  of  this
     corporation.  Amounts  allocated  and paid on  behalf  of this  corporation
     amounted to  $118,814  and 116,320 for the year ended July 31, 2001 and for
     the period from December 7, 1999 (inception) to July 31, 2000 respectively.
     These amounts were based on the amount of space and personnel  time devoted
     to this  corporation  plus  the  actual  expenses  paid on  behalf  of this
     corporation.  In the fiscal year ended July 31, 2001 118,814 was charged to
     operations because the other company is in financial trouble and collection
     of these funds is considered unlikely.

     The Company advanced $125,000 to another related corporation whose chairman
     is also the chairman of the board of the Company.  This  corporation  has a
     consulting  agreement with the Company requiring  payments every other week
     amounting  to $3,250  for  consulting  services  which  include  management
     advisory services, capitalization,  corporation structure,  organizational,
     industrial and regulatory  issues. In lieu of payment,  the Company reduced
     the advance for amounts  due under the  consulting  agreement.  At July 31,
     2001 there were no amount still due this related party.

     Also,  the  chairman  of  the  board  of  the  Company  is  entitled  to  a
     non-interest  bearing line of credit.  At July 31,  2001,  $67,554 has been
     advanced under the line of credit and is included in due from related party
     on the accompanying balance sheet.

     In June and July of 2001,  the Company  advanced  the  President/CEO  and a
     board  member  $50,000  and  $30,000,  respectively,   both  of  which  are
     outstanding as of July 31, 2001. These loans are non-interest bearing.


15.  LITIGATION:

     The  Company is subject to a number of lawsuits  and claims  arising out of
     the  conduct  of  its  business.  Management  believes  that  the  probable
     resolution  of such  matters  will  not  materially  affect  the  financial
     position, results of operations or cash flows of the Company.

     On or about October 23, 2000,  the Company  received a demand letter from a
     website  developer  for $135,000  alleging  breach of contract.  Management
     believes that the Company is entitled to a refund of $15,000. Complaint has
     been filed in Pinellas County Circuit Court  regarding this dispute.  It is
     too early to  predict  the  ultimate  outcome of this  dispute.  Management
     believes it has meritorious  defenses to this action.  Management  believes
     that there are no other claims or actions pending or threatened against the
     Company.

     In July 2000, EAUTO,  LLC, a Texas entity,  asserted that the Company's use
     of its EAUTOCLAIMS.COM  mark and website violated its federally  registered
     EAUTO  service  mark.  In May 2001  EAUTOCLAIMS.COM  received  a  favorable
     judgment  that  declared  that there was no  service  mark  violation.  The
     judgment further dismissed EAUTO, LLC's registered service mark.

                                      F-18
<PAGE>
                                            EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


16.  ADDITIONAL INFORMATION:

     The  Company's  records and the records of its  transfer  agent differ with
     respect to the number of outstanding  shares of the Company's common stock.
     According  to the  transfer  agent,  the  number of shares of common  stock
     outstanding  is  approximately  31,500 shares  greater than the  11,711,877
     indicated by the Company's  records.  The Company believes that its records
     are correct and is in the process of resolving this difference.  The number
     of shares outstanding  reflected in the Company's  financial  statements do
     not include  these  shares or any  adjustment  that might be  necessary  to
     resolve this difference.


                                      F-19