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

                                 AMENDMENT NO. 1
                                       TO
                                   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, 2000

          [ ]  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,
2000........$1,751,710.

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant at July 31, 2000 was $29,289,915.

                         TRANSFORMATION PROCESSING, INC.
                         -------------------------------
          (Former name or former address, if changed since last report)

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<PAGE>


                               FORM 10-KSB - Index


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


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

Item 2.           Description of Property.................................................... 16

Item 3.           Legal Proceedings.......................................................... 16

Item 4.           Submission of Matters to a Vote of Security Holders........................ 16


                                     PART II


Item 5.           Market of the Registrant's Securities and Related Stockholder Matters...... 17

Item 6.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations.............................. 20

Item 7.           Financial Statements and Supplementary Data................................ 23

Item 8.           Changes in and Disagreements with Accountants on Accounting
                           and Financial Disclosures......................................... 23

                                    PART III


Item  9.          Directors and Executive Officers of the Registrant......................... 23

Item 10.          Executive Compensation..................................................... 26

Item 11.          Security Ownership of Certain Beneficial Owners and Management............. 31

Item 12.          Certain Relationships and Related Transactions............................. 32

Item 13.          Exhibits, Consolidated Financial Statements,
                  Schedules and Reports on Form 8-K.......................................... 34

                  Signatures................................................................. 36

</TABLE>

                                       2
<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.com,  Inc.  ("eAutoclaims.com",  the  "Company"  or  "we")  provides
Internet based collision claims administration services for automobile insurance
companies and corporate  automobile  fleet management  companies.  We provide an
infrastructure that links automobile  insurance companies and self-insured fleet
owners with thousands of collision repair shops and support  facilities  located
throughout  the  United  States.  Our  services  provide  our  customers  with a
cost-effective  means of monitoring repairs and controlling expenses incurred in
the process of evaluating and paying  collision  claims.  We derive our revenues
from  administrative  fees paid by our  customers  and by sharing  in  discounts
received by our  customers  from parts and  service  providers  when  processing
collision work through our system.

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  controls the vehicle  repair  process from the reporting of the
accident  through  the  satisfactory  repair of damage.  We bring  together  and
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  relationships
with  approximately  2,000 body shops and over 4,000 glass shops  throughout the
United States.  Because of these relationships,  we are typically able to obtain
lower cost parts and services for insurance companies and increase the volume of
work for repair shops that are part of our preferred provider network.

Products and Services

Our customers consist primarily of automobile  insurance companies and owners of
large  automobile  fleets who have elected to  self-insure  collision  damage to
their fleet  vehicles.  Most of our  insurance  industry  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 payments of
premium.

                                       3
<PAGE>


We outsource  and manage the entire  collision  repair  function for  automobile
insurance companies and self-insuring fleet owners.  eAutoclaims.com becomes, in
essence, the physical damage claims department for our customers. We control the
vehicle  repair  process from the time of reporting of the accident  through the
vehicle's  satisfactory  repair.  eAutoclaims.com  has  established a network of
thousands of collision  shops. By using collision  repair shops that are part of
our network,  insurance  companies and fleet owners can frequently  obtain parts
and services at lower costs than otherwise  available.  We monitor and audit all
repair work to help assure that high quality work is performed at the negotiated
price.  Most collision damage is transmitted to our hub and viewed using digital
photos over the Internet.

Our proprietary  preferred  provider  network of  approximately  2,000 collision
shops located throughout the United States has enabled  eAutoclaims.com to enter
into the corporate automobile fleet collision repair management  business.  Many
fleet  owners  have  found that the  premiums  charged  by  insurance  companies
frequently exceed the cost of  self-insurance.  To avoid the cost of third-party
insurance coverage,  many fleet owners self-insure their collision repair claims
for their  vehicles.  eAutoclaims.com  earns fees from our fleet owner customers
and shares in  rebates on repairs  done by  affiliated  collision  shops.  As of
November 1, 2000, we had approximately 5,000 fleet vehicles under contract.

We strive to provide our insurance  company  customers  with new and  innovative
ways to control  costs  associated  with  processing  collision  claims  without
raising  insurance  premiums  and  help our  fleet  customers  control  costs of
self-insuring   their  collision  repairs.  We  help  our  clients  lower  their
automobile claims losses by providing the following:

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

o    Technology  - We have  built  the first  customized  web-based  auto  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 not yet  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 - Unlike  many other  claims  adjudicators,  we share our
     volume discounts with our clients based on submitted volume.


Service Process

The  networking  of  digital  repair  facilities  is  critical  to the  speed in
processing auto claims and the ability to provide an Internet-based solution. In
comparison to other companies,  eAutoclaims.com services are implemented quickly
and economically by converting thousands of network shops to digital technology.
Use  of  eAutoclaims.com's  proprietary   Bricks-to-Click(TM)  software  ensures
quicker  turnaround  time on claims  processing,  which  results in lower  fixed
costs.  We  provide  complementary  "private  label  claim  Web  sites"  for our
insurance customers and private label collision shops.

Collision Claims Management

Our principal  service consists of the  administration  of auto collision claims
for  insurance   companies,   managing  general  agents  and  corporate  fleets.
eAutoclaims.com  believes  that it provides a complete  outsourcing  service for
insurance  companies in relation to automobile  repairs.  These  services are as
follows:

                                       4
<PAGE>


1.       Centralized accident reporting.
2.       Copy of accident report (Accord format).
3.       Policyholder directed to eAutoclaims.com network repair center.
4.       Estimate and photographs/digital image to any location overnight or
         same day upload.
5.       Every claim audited by in-house physical damage experts.
6.       Assignment of independent field appraiser when necessary.
7.       Part expediting 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 over 2,000  affiliated  repair and 4,100 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.

Fleet Management Services

Similar  to  the  services   offered  to  its   insurance   company   customers,
eAutoclaims.com  offers  its  collision  claims  management  services  to  fleet
management  organizations.  Our  fleet  management  business  help  large  fleet
organizations to control the costs of  self-insuring  collision repair claims on
their  corporate  fleets.  Many large fleet  owners have found that  "middleman"
insurance companies charge premiums beyond the cost of self-insurance.

By keeping  repair costs under  control,  fleet  owners are able to  self-insure
their corporate fleets.  eAutoclaims.com  receives  discounts up to 15% from the
collision  shop  invoice  as  compensation  for  establishing  collision  repair
volumes.

Useful Features and Benefits of our System

o    eAutoclaims.com  (TM)  Internet-based  process allows our clients to assign
     their customers directly to the nearest network collision shop.

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

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    Our comprehensive claim  administration and settlement process provides for
     lower paid claim costs with reduced down times.

o    eAutoclaims.com  helps reduces fraudulent claims through our process of
     claims investigation.

o    Because of the faster settlement time our services  provide,  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.

The automotive insurance marketplace has been rapidly expanding and increasingly
fragmented in recent years.  While the preferred  automobile  insurance  markets


                                       5
<PAGE>

have been receding,  the non-standard markets have been growing. We believe that
the current  market  environment  provides  an  opportunity  for an  Application
Service  Provider,  such  as  eAutoclaims.com,  to  establish  itself  as a cost
effective provider of claims management.

eAutoclaims.com  was  founded  to  service  the  needs of  automobile  insurance
companies  in the  function  of  controlling  collision  claims  costs  for auto
accident  repairs.  The  insurance  industry  simply has too much  overhead  and
excessive  infrastructure to cost effectively manage internal collision repairs.
eAutoclaims.com  increases  the  insurer's  information  about the nature of the
claim and accelerates the process toward completion, which in turn, provides the
insurance  company  efficiencies  that they might not achieve  through  internal
claims processing. The automobile insurance industry has traditionally responded
to  increasing  collision  repair costs by  increasing  the premium costs to the
consumer.  EAutoclaims.com's method of controlling repair costs and reducing the
times for these  repairs  allows the insurance  industry to have an  alternative
other than raising insurance premium rates.

Direct Repair Policies

We are currently  implementing  a strategy to become the  preferred  provider of
Direct  Repair  Policies  (DPR) for the auto  industry.  A DRP will  enable  our
insurance  company  customers the ability to offers their  insurance  customer a
reduced  premium  policy  in  exchange  for  agreeing  to  use   eAutoclaims.com
affiliated collision shops. Additionally, repair work performed under the DPR is
guaranteed for so long as the customer owns the automobile.

The foundation of the DRP is our proprietary  network of up to 4,000  affiliated
preferred  provider  facilities and vendors across North America.  Historically,
insurance  companies have passed the escalating costs of collision repair to the
consumer through rate increases.  The DRP program allows insurance  companies to
introduce  lower premium prices to the consumer in exchange for a requirement to
use only the preferred  provider network.  DRP can be tailored to help insurance
companies develop specialized  insurance coverage for specific industries,  such
as taxicabs,  limousine  services,  corporate fleets and affinity groups such as
AARP or professional associations.

Auto Collision Repair

The total current  annual  market for all  non-standard  automobile  repair work
completed in the United States on insured vehicle's is approximately $60 billion
(Source: ISO 1995 year end results).  The collision repair industry is currently
comprised  of more  than  55,000  highly  fragmented  facilities.  Consolidation
pressures  in  the  collision  repair  industry  have  caused  many  independent
insurance companies to merge or become acquired by larger insurance companies. A
consistent  volume of automobile  claims helps these  providers  maintain  lower
premium rates and remain profitable.

Insurance Company Outsourcing

Users of risk/loss  management products are looking for quality and productivity
improvements.  Developments in these products have resulted in the need to apply
a one-stop  service that uses new computer  technology  in the  adjudication  of
collision  claims.  Our service  offers the insurer a single  point of focus and
assists  them in  closing  claims  files  as  quickly  and cost  effectively  as
possible.

Current claims adjusting networks are highly fragmented,  comprised of thousands
of independent  networks,  single  independents,  and in-house insurance company
claims  departments.  No one has taken the time or  effort  to  streamline  this
process for the middle and small direct  writer auto  insurance  companies.  Key
points in defining the outsourcing  market segment are states that have no fault
or  mandatory  insurance  regulations.  Insurance  coverage  in these  states is
typically  provided by small and regional  auto  insurers who will  naturally be
interested  in  anything  that will  allow them to lower  paid loss  ratio.  The


                                       6
<PAGE>

company offers an additional cost benefit to the insurer, because of the savings
realized, which will provide the carrier with the option of maintaining premiums
at competitive levels.

Design Overview

Bricks to Clicks (TM) and eAutoFleet (TM): The Core Service

Clicks

We operate our  Bricks-to-Clicks(TM) and eAutoFleet(TM) 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.  All repair work is monitored  and audited by
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 selecting the submit button, our web site
notifies  the  insurance  company  staff  adjuster,  the  network  body shop and
eAutoclaims.com of the claim and provides  information  regarding the claim. The
policyholder/driver  is left with the  impression of having dealt  directly with
the insurance/fleet company's proprietary web site.

Bricks

In both of the above  applications,  the user is working on the  eAutoclaims.com
web site.  Once the "Clicks"  application is complete,  the "Bricks" or "manual"
application begins. eAutoclaims.com manually contacts the network shop to ensure
top quality service when the policyholder/driver arrives for their estimate. The
eAutoclaims.com 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 eAutoclaims.com  sending an auto-notice
to both the assigned  eAutoclaims.com claims coordinator and the eAutoclaims.com
auditor. The claim is then audited and an agreed upon price is obtained from the
network  repair  facility.  Once this process has been  completed,  the claim is
posted to the  insurance/fleet  company's  web site,  or "Data  Repair  Center",
providing notice to the  insurance/fleet  company's  assigned claims handler and
providing them with digital photographs of the damage, repair estimate and, when
completed, an invoice for parts and service.

Throughout   the   Bricks  to   Clicks(TM)   &   eAutoFleet(TM)   process,   the
consumer/driver can be given access to log on to the  insurance/fleet  company's
eAutoclaims.com  web  site to view the  status  of  their  claim on a site  that
appears to be the proprietary site of the insurance/fleet company.


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<PAGE>


eAutoclaims.com  is compensated based on a per-claims-fee  from the insurance or
fleet company upon execution of a Services Agreement.  In addition,  we retain a
portion of any discounts we negotiate with  affiliated  collision  repair shops.
Discounts are correlated to volumes experienced by collision repair shops.

Insurance/fleet companies are solicited through proposals that reasonably assure
them a  reduced  paid  claims  cost,  lower  administration  costs,  lower  lost
adjustment  expense,  and the potential to develop  Direct Repair  Networks--the
ability to issue "Direct Repair Auto Insurance Policies."

Sales and Marketing

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

eAutoclaims.com sells directly to its 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.

eAutoclaims.com  has chosen to use a direct  sales force  because  its  products
require considerable customer education and post-sales support directly from the
company.  eAutoclaims.com's  price point, pricing structure and profits are such
that its costs of sales warrant a "person-to-person" selling strategy.

Customer Service

eAutoclaims.com  recognizes that its continued growth will be dependent upon its
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.

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

To  monitor  our  performance,  we  have  implemented  customer  service  survey
follow-up telephone calls to maintain our own Customer Service Index (CSI). This
program 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 its collision shops. We also survey customers
that have  selected  other  repair shops over those who are part of our network.
This  information is utilized in evaluating and training our staff.  We also use
these  surveys as a tool in  evaluating  the  quality of our  network  collision
shops.

Employees

As of November 1, 2000, eAutoclaims.com,  Inc. had 65 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


                                       8
<PAGE>

employees,   contractors,   suppliers  and  strategic  partners.  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. However,  effective  intellectual  property protection may not be available
for our online services.

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 and Clicks and
eAutoFleet.com.  In May 2000, we filed  federal  service mark  applications  for
"eAutoclaims.com"  and "Bricks to Clicks".  We intend to file a federal  service
mark application for  eAutoFleet.com  in the near future.  We maintain a website
located at www.eAutoclaims.com. We also own approximately 30 URL internet domain
names,  including  Premier  Express  Claims.com,  eAutoFleet.com,  HMO for  your
Car.com and eProcessclaims.com.

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.  The Company  denied this  assertion  since the marks are  different,  the
services offered by the Company are different than those offered by EAUTO,  Inc.
and there is no likelihood of confusion  among relevant  consumers.  When EAUTO,
Inc. refused to withdraw its assertions of trademark  infringement,  the Company
filed a  lawsuit  styled  EAUTOCLAIMS.COM,  Inc.  v.  EAUTO,  L.L.C.,  Case  No.
8:00CV-1855-T-26*, in the United States District Court of the Middle District of
Florida, Tampa Division seeking a judicial declaration that the Company's use of
its  EAUTOCLAIMS.COM  mark and  website are lawful.  On October  25,  2000,  our
attorneys   received  EAuto  LLC's  motion  to  dismiss  for  lack  of  personal
jurisdiction  and improper venue or alternatively a motion to transfer venue and
memorandum  or law in  support  of such  motions.  We  intend  to object to such
motions.

There can be no assurance  that other third 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 into 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 developed a proprietary  insurance  claims  processing  software system,
which we license  and market to our  customers  under the brand name  "Bricks to
Clicks(TM)".  This system allows insurance agents access to competitive  pricing
structures and to determine  competitive repair costs. Upon determining the most
competitive  repair cost for their  geographic  region,  the insurance agent can
process the claim to completion and provide  proceeds to the insured to have the
damaged vehicle repaired.  Processing the claim in this manner and providing the
insured  with  proceeds,  facilitates  a cash  base  repair  transaction,  which
typically costs less than bill-and-pay systems. We intend to apply for a process
patent for this  software.  There is no assurance that our  participated  patent
application  will be accepted or that other  parties may claim  infringement  or
otherwise object to this patent application.

Operations and Technology

We have internally  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


                                       9
<PAGE>

to  facilitate  expansion  by the  addition of servers for  dedicated  processes
without interrupting our current operating systems.

eAutoclaims.com  has spent  considerable  time and  effort  evaluating  possible
hardware providers.  After reviewing the industry leaders, service capabilities,
available  technology  and  web  experience,  eAutoclaims.com  has  chosen  Dell
Computer  Corporation as our hardware  provider.  Dell Computer  Corporation has
assigned   a   three   member    "Business    Alliance    Solution"    team   to
eAutoclaims.com(TM).  After  making  the  decision  to  work  together,  we have
executed a joint Non-Disclosure  Agreement. Dell Computer Corporation is sharing
with  eAutoclaims.com  new hardware  technology for our  proprietary  "Bricks to
Clicks (TM)" 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  with a tendency  towards 500 mhz  systems  using 128
megabytes of memory and a 17 inch monitor. 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(TM)"
Internet Claims System. We also have developed a proprietary  eAutoFleet "Bricks
to  Clicks(TM)"  Internet  Claims System which is patterned  after the insurance
company model but has distinct  differences  for capturing loss  information and
related reports. So "Business-Intellectual Property."

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:

o        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 at our  clients'  workstations.  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.

o        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
                  tap array.  One month of historical data is maintained  onsite
                  in a fireproof  safe.  If a fire were to destroy our facility,
                  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 double redundancy protection.


                                       10
<PAGE>

o                 The NOC (Network Operation Center) is separately housed within
                  the facility and has a dedicated power supply and air-handling
                  unit.
o                 The fire suppression system is computer friendly.
o                 A clone of our application and database  content is maintained
                  on a  server  located  in Win  Gap,  Pennsylvania  and  can be
                  activated  within  one  hour  if  necessary.  In the  event  a
                  hurricane  threatens our location,  we can deploy our content,
                  notify our  clients,  and migrate our  operation to our remote
                  site well ahead of any impact to our area.

Notwithstanding these efforts, a significant  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 effect 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 consumer protection laws. Several states have proposed  legislation to
limit the uses of personal use  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 is collected from users and provided 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.


                                       11
<PAGE>


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
qualified to do business only in Nevada and  California.  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.

Corporate History

Prior to eAutoclaims.com Merger

We were  originally  incorporated  in Nevada on August 7,  1996,  under the name
Samuel  Hamann  Graphix,  Inc.  for the  purpose  of merging  with a  California
corporation, which had the same name, with us being the surviving entity under a
change of domicile merger. Through a series of transactions more fully described
in our Form  10-KSB for fiscal year end July 31,  1999,  to which  reference  is
hereby made, we changed our name to Transformation  Processing,  Inc. and became
the  surviving  entity of a merger with our wholly  owned  subsidiary  organized
under the laws of the  Province  of  Ontario,  Canada.  At that time we provided
computer related services using software developed by one of our founders.

On  August  23,  1999,  our  prior  management  filed a  Notice  of  Intent  for
Division/Proposal Proceedings under the Bankruptcy and Insolvency Act of Canada,
which is a method of reorganizing the financial  affairs of a business to reduce
or eliminate debt (the "Proposal").  On November 25,1999,  the Superior Court of
Justice for the Province of Ontario issued an Order approving our Proposal.  The
Proposal  required  Thomson  Kernaghan & Co., Ltd. to deposit  $375,000 with the
trustee to satisfy  obligations to our creditors  under the Proposal.  On May 8,
2000, BDO Dunwoody Limited, our Proposal trustee, executed a Certificate of Full
Performance  indicating  we  had  fully  performed  under  the  Proposal,  which
essentially discharges and compromises our debt that existed prior to August 23,
1999.  On May 31, 2000,  the trustee  received its  discharge by an Order of the
Canadian court.

eAutoclaims.com Merger

On May 25, 2000, the stockholders of Transformation  Processing,  Inc., a Nevada
corporation  ("TPI"),  approved the Merger Agreement and Plan of  Reorganization
dated April 26, 2000 (the "Merger Agreement"),  between TPI and eAutoclaims.com,
Inc., a privately owned Delaware corporation ("eAutoclaims").

In accordance with the terms of the Merger Agreement, 100% of eAutoclaims Common
Stock, or 5,980,000 shares, were exchanged for 5,980,000 TPI common shares. Each
issued and  outstanding  share of  eAutoclaims  Common Stock  converted into one
share of TPI Common Stock. In addition, options to acquire 425,000 common shares
of eAutoclaims  were exchanged or reserved for options to acquire 425,000 common
shares of TPI.

Articles  of Merger  were  filed in the State of Nevada on May 31,  2000,  and a
Certificate  of  Merger  was  filed in the State of  Delaware  on June 8,  2000.
Pursuant  to the  terms of the  Merger  Agreement,  the Board of  Directors  and
management  of  eAutoclaims  became the  directors  and  management  of TPI. The
Articles of Merger  contains a provision  changing our name to  eAutoclaims.com,
Inc. In July 2000 our stock symbol changed to "EACC".

In connection with the  eAutoclaims.com  merger,  Thomson  Kernaghan & Co., Ltd.
("Thomson Kernaghan"),  agreed to accept 4,100,000 shares of TPI Common Stock in
exchange for all outstanding debentures,  cash advances,  interest, warrants and


                                       12
<PAGE>

penalties   that  TPI  owed  to  Thomson   Kernaghan   and  for  any  equity  of
eAutoclaims.com,   Inc.,  the  Delaware  corporation.   Since  our  merger  with
eAutoclaims.com,  Thomson Kernaghan, as agent, has continued to fund our working
capital  needs  through  the  issuance of our Series A  Preferred  Stock.  As of
November 1, 2000, we have sold $1,300,000 of our Series A Preferred  Stock.  See
"Market  of  the  Registrants  Securities  and  Related  Stockholder  Matters  -
Preferred Stock" and "Certain Relationships and Related Transactions".

If you would like to review additional information regarding the eAutoclaims.com
merger, please refer to the following documents and filings:

o    Agreement and Plan of Merger,  dated May 25, 2000,  filed as Exhibit 3.5 to
     this Form 10-KSB for fiscal year ended July 31, 2000.

o    Form 8-K, Items 1 and 5, filed on or about July 5, 2000.

o    Form 8-K, filed on or about August 15, 2000,  containing combined financial
     statements.

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.

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.   We  have  not  achieved
profitability and we 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.

The market for insurance auto collision claims service and corporate  automobile
fleet  management is extremely  competitive.  Because  insurance  auto collision
claims service and corporate  automobile fleet management is highly  competitive
and has low  barriers  to entry,  we cannot  assure  you that we will be able to
compete effectively.  We expect competition to intensify as current non-Internet
competitors expand their market into the Internet and new competitors, utilizing
the  Internet,  enter the market.  We cannot  assure you that we will be able to
compete successfully against current or future competitors,  or that competitive
pressures we face will not harm our business,  operating  results,  or financial
condition.

Many of our  competitors  will have, and potential  competitors  may have,  more
experience,   larger  technical  staffs,  larger  customer  bases,  and  greater
financial and other resources than we have. In addition, competitors may be able
to develop  service  that is  superior to our  service,  that  achieves  greater
customer acceptance or that significantly  improves functionality as compared to
our existing and future products and services.

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.  There is a risk that any additional
regulation of the use of such gateways  could have a material  adverse effect on
our business, financial condition, and operating results.

We depend on key personnel and will need to recruit new personnel. As we attempt
to expand 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


                                       13
<PAGE>

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:

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

If the Protection of our Trademarks and  Proprietary  Rights is Inadequate,  our
Business will be Serious  Harmed.  The steps we take to protect our  proprietary
rights may be inadequate.  We regard our copyrights,  servicemarks,  trademarks,
trade dress, 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.  We have  filed  service  mark
applications  for  eAutoclaims.com  and Bricks to  Clicks.  We are  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 will sell our  products  and  services
online. 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.

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  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.  We cannot  assure you that we
would be able to replace  these  licenses.  This  could have a material  adverse
effect on our business, financial condition, and operating results.

We are  dependent  on third  parties and certain  relationships.  We are heavily
dependent  upon  the  collision  repair  shops  and  support  facilities  in our
Preferred  Provider  Network  ("PPN") to  adequately  and  promptly  service our
customers'  needs. The Company will rely on its ability to enter into agreements
collision repair shops and support  facilities.  The Company's  business is also
generally  dependent upon its ability to obtain the services of programmers  and
website  designers and other persons and entities  necessary for the development
and maintenance of its 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 maintain such services.

Certain risks exist  regarding  capacity  constraints  of our website and system
development risks. A key element of the Company's strategy is to generate a high
volume of traffic on, and use of, its  website.  Accordingly,  the  satisfactory
performance,     reliability     and     availability     of    its    website's
transaction-processing  systems and network  infrastructure  are critical to our
reputation and its ability to attract and retain customers,  as well as maintain
adequate  customer  service  levels.  Our revenues  will depend on the number of


                                       14
<PAGE>

customers  who use our website and the volume of claims that it  processes.  Any
system interruptions that result in the unavailability of the website or reduced
claim  fulfillment  performance would reduce the volume of services supplied and
the  attractiveness  of our service  offerings and could also  adversely  affect
consumer perception of us. We may experience periodic system  interruptions from
time to time. Any  substantial  increase in the volume of traffic on the Website
or the number of claims  submitted  by  customers  will require us to expand and
upgrade  further  its  technology,  transaction-processing  systems  and network
infrastructure.  There can be no  assurance  that we will be able to  accurately
project  the rate or timing of  increases,  if any, in the use of the website or
expand and upgrade its systems and  infrastructure to accommodate such increases
on a timely basis.

We need the infrastructure  necessary to support the growth of the internet. The
Internet  and other online  services may not be accepted as a viable  commercial
marketplace  for  a  number  of  reasons,   including   potentially   inadequate
development of the necessary network  infrastructure  or delayed  development of
enabling  technologies  and  performance  improvements.  To the extent  that the
Internet and other online services continue to experience  significant growth in
the number of users,  their  frequency of use or an increase in their  bandwidth
requirements, there can be no assurance that the infrastructure for the Internet
and other online  services will be able to support the demands placed upon them.
Furthermore, the Internet has experienced certain outages and delays as a result
of damage to  portions of its  infrastructure.  Such  outages and delays,  could
adversely  affect  Internet  sites and the level of traffic on our networks.  In
addition,  the Internet or other online  services could lose their viability due
to delays in the development or adoption of new standards and protocols required
to handle increased levels of Internet or other online service activity,  or due
to increased governmental regulation. Changes in or insufficient availability of
telecommunications  services to support the  Internet or other  online  services
also could result in slower  response  times and  adversely  affect usage of the
Internet and other online services generally and eAutoclaims.com in particular.

If use of the Internet and other  online  services  does not continue to grow or
grows more slowly than  expected,  if the  infrastructure  for the  Internet and
other online services does not effectively  support growth that may occur, or if
the  Internet  and  other  online  services  do not  become a viable  commercial
marketplace,  our  business,  prospects,  financial  condition  and  results  of
operations would be materially  adversely  affected.  Moreover,  critical issues
concerning  the  commercial  use  and  government  regulation  of  the  Internet
(including  security,  cost,  ease  of use  and  access,  intellectual  property
ownership  and  other  legal  liability  issues)  remain  unresolved  and  could
materially  and  adversely  impact  both  the  growth  of the  Internet  and the
Company's business, results of operations and financial condition.

We must keep pace with rapid  technological  change. To remain  competitive,  we
must  continue  to enhance and improve  the  responsiveness,  functionality  and
features of its 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 its
business  model and  proprietary  technology  and systems  obsolete.  Our future
success will depend,  in part,  on its ability to license  leading  technologies
useful in its business,  enhance its existing services, develop new services and
technologies that address the increasingly sophisticated and varied needs of its
prospective  customers,  and  respond to  technological  advances  and  emerging
industry  standards and  practices on a  cost-effective  and timely  basis.  The
development of a website and other proprietary  technology  entails  significant
technical  and  business  risks.   There  can  be  no  assurance  that  we  will
successfully  use  new   technologies   effectively  or  adapt  its  proprietary
technology  transaction-processing  systems to customer requirements or emerging
industry standards.  If we are unable, for technical,  legal, financial or other
reasons,  to adapt in a timely manner in response to changing market  conditions
or customer  requirements,  our  business,  prospects,  financial  condition and
results of operations would be materially adversely affected.

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  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.


                                       15
<PAGE>


Protection  of our domain name is  uncertain.  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 servicemark of eAutoclaims.com.

Officers and directors may be able to influence  stockholder actions.  Executive
officers and directors,  in the aggregate,  beneficially own approximately 12.0%
of our outstanding voting stock. These stockholders  acting together may be able
to  significantly  influence  matters  requiring  approval by our  stockholders,
including  the  election  of  directors,  and the  approval  of mergers or other
business combination transactions in a manner that could conflict with our other
stockholders.

Our  Certificate of  Incorporation  limits director  liability.  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.

There is no assurance that there will be an active trading market for our stock.
There has been a limited  public market for our Common Stock and there can be no
assurance that an active  trading  market in our  securities  will develop or be
maintained.  In  addition,  the stock  market in  recent  years has  experienced
extreme price and volume fluctuations that have particularly affected the market
prices of many  smaller  companies.  The  trading  price of the Common  Stock is
expected to be subject to significant  fluctuations in response to variations in
quarterly  operating  results,  changes in  analysts'  earnings  estimates,  and
announcements  of technological  innovations by us or our  competitors,  general
conditions  in our industry and other  factors.  These  fluctuation,  as well as
general economic and market conditions, may have a material or adverse effect on
the market price of our Common Stock.

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 have not paid any dividends on our Common Stock since
inception  and do not  intend  to pay  dividends  on  our  Common  Stock  in the
foreseeable future. Any earnings that the Company may realize in the foreseeable
future will be retained to finance our growth.


                                       16
<PAGE>


Sales of outstanding shares,  exercise of options and registration of additional
securities  may  adversely  affect the market price of our stock.  A significant
number of our common  shares will be  available  for resale  under Rule 144. Our
employees and directors own a significant number of options, and we plan to file
a Form S-8 registration statement,  which will allow our employees and directors
to resell the shares underlying options.  Our financing  agreements with Thomson
Kernaghan  require us to register  under the  Securities  Act the common  shares
underlying our Preferred Stock and the warrants  issued to those  purchasers and
the placement  agent.  Accordingly,  the sale of any of these securities may, in
all likelihood,  adversely affect the prevailing market price of our securities.
There is no set floor price on the conversion  feature of our Series A Preferred
Stock,  which may cause the price of our Common  Stock to decrease and result in
substantial  dilution  to our  stockholders.  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.

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 Form 10-KSB  (including
Exhibits),  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  11,780  square  feet.  Monthly  rent  of  approximately  $13,300,
commences on December 1, 2000 and terminates on November 30, 2003. We may cancel
this lease after the 15th month with 90 days prior  written  notice and a buyout
payment of approximately  $13,500. The monthly rent may be increased annually by
the greater of 5% or increases in the Consumer Price Index.  PEC also leases and
occupies an office for its call  center,  which is located 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.  Office space occupancy in the Tampa Bay area is at an
extremely high level.  There is no assurance we will be able to locate  suitable
office space on reasonable or comparable terms. Furthermore,  if we are required
to move,  our  services may be  interrupted,  which could  adversely  affect our
business.

ITEM 3.  LEGAL PROCEEDINGS

See  "Description  of Business" -  "Corporate  History  Prior to  eAutoclams.com
Merger" and  "Patents,  Trademarks  &  Copyrights"  for a  description  of prior
reorganization  proceeding and current trademark infringement  litigation.  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.  It is too
early to predict the ultimate outcome of this dispute. 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

Shareholders  owning a majority of our  outstanding  common shares  approved the
merger with eAutoclaims.com,  Inc.-Delaware through an action by written consent
on or about May 31, 2000.

                                       17
<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, 1998
         First Quarter (August 1, 1997 to October 31, 1997)           0.75      0.30
         Second Quarter (November 1, 1997 to January 31, 1998)        0.75      0.38
         Third Quarter (February 1, 1998 to April 30, 1998)           2.19      0.28
         Fourth Quarter (May 1, 1998 to July 31, 1998)                1.75      0.75

         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

</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,  and by the
provisions  of  applicable  Nevada law.  Our transfer  agent is Equity  Transfer
Services, Inc., 120 Adelaide West, Suite 420, Toronto, Ontario, M5H 4C3.

Common Stock

As of October 31, 2000, there were approximately 11,310,378 shares of our Common
Stock  outstanding,  held  of  record  by  approximately  150  stockholders.  In
addition,  as of October 31,  2000,  there were  463,922  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 $3.00 and $4.50. As of October
31, 2000, we have reserved 905,500 shares of our Common Stock underlying options
issued to our employees and  consultants  with exercise  prices of between $2.00
and $12.50.  We have also deposited 292,500 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.

The holders of Common Stock are entitled to one vote per share for the selection
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.


                                       18
<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 October 31,
we had 260 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 of which is filed as an  exhibit to this Form  10-KSB,  to which
reference is hereby made.

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.  All Purchaser's  Warrants and Agent's Warrants are immediately
exercisable, and have five (5) year exercise period.

On August 28, 2000, we netted approximately $890,000 (net of the Agent's selling
commission  and legal fees) in a transaction  in which we privately  placed to a
group of accredited  investors  200 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 300,000 shares of our Common Stock
at $3.00 per share.  On October 3, 2000, we netted an  additional  $270,000 from
the  issuance  of 60 shares of our  Preferred  Stock.  In  connection  with this
placement, we issued Purchaser's Warrants to acquire 90,000 shares of our Common
Stock at $3.33 per share.

We paid the  Agent in these  transactions  a  selling  commission  of 10% of the
purchase  price of the Preferred  Stock issued,  $130,000,  and issued the Agent
warrants to purchase  73,922  shares of our Common Stock at a price of $4.50 per
share.

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 is  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.  If they have not previously been converted, each share of Series
A Preferred Stock will automatically convert into shares of our Common Stock two
(2) years from  issuance of the Series A Preferred  Stock.  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 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 are 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  equals 2% per month of the  amount of Series A
Preferred Stock issued, not to exceed 10%.

To secure our  obligations  with respect to the Series A Preferred Stock and the
Purchase Warrants, we have deposited 292,500 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.

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


                                       19
<PAGE>

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.

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 October 31, 2000, we had outstanding  approximately  11,310,378  shares of
Common Stock. Of these shares,  approximately  5,164,242  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  6,146,136  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
exemptions  provided by Rule 144 and Rule 701  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 or Rule  701 of the
Securities Act,  unless  otherwise  registered  under the Securities Act. We are
obligated to register the Preferred  Stock and shares of our Common Stock issued
upon the  conversion  of our Preferred  Stock and expect to file a  registration
statement in the near future.

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


                                       20
<PAGE>

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.  We expect to file a
registration  statement relating to such registration rights in the near future.
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.

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, 2000 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 31, 2000,  eAutoclaims.com,  Inc. acquired and merged with Transformation
Processing,  Inc. in a reverse merger  transaction  by exchanging  approximately
5,980,000 shares of Common Stock, or  approximately  55% of our then outstanding
Common  Stock after  giving  effect for the Merger.  eAutoclaims.com,  Inc.  was
considered the acquirer for accounting purposes.  Transformation  Processing was
reorganized  and its business  operations  ceased prior to the effective date of
the merger.


                                       21
<PAGE>


Our   business   operations   changed  in  May  2000  due  to  the  merger  with
eAutoclaims.com, Inc. With the merger of eAutoclaims.com, Inc., 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  and  the  corporate  fleet  management
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  Bricks-to-Clicks(TM)  Internet
Claims  Application & eAutoFleet  (TM) for the processing and ultimate repair of
damaged vehicles filed as insured  automobile  claims. We generate revenues from
administrative  fees and discounts  earned by processing  collision work through
our proprietary system.

On July 20, 2000, eAutoclaims.com, Inc. acquired Premier Express Claims, Inc., a
privately owned South Carolina  corporation  ("PEC").  PEC is an  administrative
claims processing  company that provides third party  administrative  processing
and  recovery  services to insurance  companies  located  throughout  the United
States. eAutoclaims.com, Inc. acquired 100% of the issued and outstanding shares
of PEC capital stock for $200,000 in cash,  320,000  shares of its Common Stock,
and $130,000 in the form of promissory notes.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED 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 Form
10-KSB,  but are  included in the Form 10-KSB for the fiscal year ended July 31,
1999.  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  $1.7 million,
which  consists  of  approximately  $1.1  in  collision  repair  management  and
approximately  $600,000 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.

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, 2000 were  approximately
$1.5 million, 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.

We are  dependent  upon our third party  collision  repair  shops for  insurance
claims repairs.  eAutoclaims.com,  Inc. currently includes over 2,000 affiliated
repair and 4,100 auto glass  vendors  facilities  in its network  for  insurance
claims repairs.  We  electronically  audit individual  claims processes to their
completion  using remote  digital  photographs  transmitted  over the  Internet.


                                       22
<PAGE>

However,  if the quality of service  provided  by a collision  repair shop falls
below a satisfactory  standard leading to poor customer service, this could have
a harmful  effect on our  business.  We believe  that we can control our service
requirements by continually monitoring customer service levels and, if required,
establish similar relationships with other collision repair shops.

Total selling,  general and administrative  expenses for the year ended July 31,
2000 were approximately $3.3 million, or 189% 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 $2 million  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  $735,000 and professional  fees of
approximately $200,000.

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.

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  $219,000 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 $3.1 million 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
$2 million 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
$190,000 for employee options.

LIQUIDITY AND CAPITAL RESOURCES

At July 31,  2000,  we had a cash  balance  of  $239,979  and a working  capital
deficiency  of  approximately  $1,614,000.  The  primary  source of our  working
capital  during  the year  ended  July 31,  2000,  was from the sale of stock to
Thomson Kernaghan.

eAutoclaims.com's  operations generated negative cash flow during the year ended
July 31,  2000,  and  management  expects a  significant  use of cash during the
upcoming fiscal year 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.  Although  we are  currently  negotiating  with two  different  funding
sources  for  additional  capital,  there is no  assurance  we will  obtain such
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.

Since  July 31,  2000,  we issued  160  shares of our  Preferred  Stock to raise
$800,000 (gross) in additional  capital. We have an obligation to register these
shares of Common Stock underlying the Preferred Stock to provide these investors
future liquidity of their investment.  We have escrowed 292,500 shares of Common
Stock  underlying  the  conversion  rights of all of our 260 shares of Preferred
Stock.


                                       23
<PAGE>


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, 2000 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.com 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                         37                        Chief Executive Officer,
                                                                       President and Director

         Randal K. Wright                    36                        Chief Operating Officer,
                                                                       Director

         Scott Moore                         39                        Chief Financial Officer

         Jeffrey D. Dickson                  57                        Chairman of the Board
                                                                       of Directors

         George Chajes                       48                        Director

         David Jolley                        62                        Director

         Christopher Korge                   45                        Director

         Nicholas D. Trbovich, Jr.           40                        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.


                                       24
<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.
From  October  1998  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.  Prior to that time Mr.  Moore was a senior  accountant  with Haskins &
Sells. Mr. Moore has 15 years of public accounting experience.

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.

George Chajes has been a director since June,  2000.  Since November,  1997, Mr.
Chajes  has been a Vice  President  of  Corporate  Finance  for  First  Delta in
Toronto.  From March,  1996 through  July,  1997,  Mr. Chajes was the Manager of
Corporate Finance for St. James Securities, Inc. in Toronto. From November, 1994
through  January,  1996,  Mr.  Chajes was the Director of Corporate  Finance for
Pucetti Farrel Capital in Toronto.

David Jolley has been a director  since June,  2000. Mr. Jolly is an independent
business consultant and has held various executive officer positions since being
awarded a Master of Business  Administration  from Stanford  University in 1967.
From July 1998 through September, 1999, he was the Managing Partner of Crosbie &
Co. in Toronto.  From  January,  1997 through  February,  1998, he was the Chief
Executive Officer of Bezk International in Ontario.  From January,  1996 through
August, 1996, he was the President of Canadian Press, located in Toronto.

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
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 TSB,
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).

Other Key Employees


                                       25
<PAGE>


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:

Reed Mattingly, Sr. Vice President of Operations. Mr. Mattingly, 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 insuring
excellent  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.

Teresa  McSherry,  Vice President,  Sales. Ms. McSherry manages market planning,
advertising,  public  relations,  sales promotion,  merchandising,  facilitating
staff services,  identifies sales markets and opportunities,  she oversees sales
training to sales  personnel,  identifies  and sets strategy for reaching  sales
goals,  elevating  completion.  Ms.  McSherry  has served as the  Regional  Vice
President  for First  American  AMO in their  Western  Division  for two  years.
Responsible for setting new sales records with accounts such as Safeco Insurance
Company,  PepsiCo  Company and Gates Oil Company to name a few Ms.  McSherry was
also  responsible  for all fleet sales,  as Fleet Vice  President,  Ms. McSherry
trained all sales people in the fleet market.

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.

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

Effective  upon the merger  between  TPI and eAuto,  all of the prior  executive
officers and directors of TPI resigned and the above identified individuals were
appointed and elected as our executive officers and directors.

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

Prior to the merger of TPI and eAuto,  we did not have  committees  or regularly
scheduled board of directors meeting during fiscal year end July 31, 2000. Since
the eAutoclaims.com merger, we have held three board of directors meetings.


                                       26
<PAGE>


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.

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. Chajes.

Director Compensation

Directors do not currently receive cash compensation for service on the board or
any committee of the Board, but directors may be reimbursed for their reasonable
expenses incurred in connection with attendance at Board and committee meetings.

All 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 a five (5) year term.  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, 1999 and 2000 to or for the  account of our  President  and
Chief  Executive  Officer.  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 other executive officers.

<TABLE>
<CAPTION>

                                                                                         Long-Term Compensation
                                                                                         ----------------------
                                    Annual Compensation                     Awards                         Payouts
                                    -------------------                     ------                         -------

                                                                                                          Long-Term
                                                              Other       Restricted     Securities      Incentive        All
Name  of  Individual &    Fiscal                              Annual         Stock        Underlying        Plan          Other
Principal Position         Year      Salary       Bonus    Compensation      Awards      Options/SARs      Payouts     Compensation
------------------------ --------- ------------ ---------- -------------- ------------- ---------------- ------------ --------------

<S>                      <C>     <C>              <C>          <C>           <C>         <C>            <C>           <C>
Paul G. Mighton (1)        1999    $112,200        -0-          -0-           -0-             -0-            -0-           -0-
Chairman of the
Board and Chief
Executive Officer

Eric Seidel (2)            2000     $76,920        -0-          -0-           -0-           65,000           -0-           -0-
President and
Chief Executive
Officer
------------------------ --------- ------------ ---------- -------------- ------------- ---------------- ------------ --------------
</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)  Mr.  Mighton  resigned  effective May 31, 2000 in connection  with our
          merger with eAutoclaims.com-Delaware.

     (2)  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.


                                       27
<PAGE>


Option/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>

         ----------------------- ----------------- ------------------- ----------------- ---------------------
<S>                              <C>               <C>                 <C>               <C>
                                                    Percent of Total
                                    Number of         Options/SARs
                                    Securities          Granted
                                    Underlying       to Employees/         Exercise
                                   Options/SARs        Directors           or Base            Expiration
         Name of Individual        Granted (1)       In Fiscal Year       Price (2)              Date
         ----------------------- ----------------- ------------------- ----------------- ---------------------
         Eric Seidel                  65,000             9.02%              $2.00              4/24/05
         ----------------------- ----------------- ------------------- ----------------- ---------------------
</TABLE>
-----------------
     (1)  Each option  granted has a term of 5 years.  All options  granted were
          immediately vested and exercisable on May 31, 2000.
     (2)  Mr.  Seidel's  option was granted  above the fair market  value of our
          Common  Stock on April 24,  2000.  Fair  market  value is based on the
          closing  sales  price  of the  Common  Stock  as  reported  on the OTC
          Electronic  Bulletin  Board on the business day  preceding the date of
          grant.

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 2000.


<TABLE>
<CAPTION>

------------------------- --------------- ------------------ ------------------------------- -------------------------
<S>                       <C>             <C>                <C>                             <C>
                                                                  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
------------------------- --------------- ------------------ ------------------------------- -------------------------
Eric Seidel                    -0-               -0-                     65,000                      $71,045
------------------------- --------------- ------------------ ------------------------------- -------------------------
----------------
</TABLE>

     (1)  Value   Realized   represents  the  market  value  of  the  underlying
          securities  on the  exercise  date  minus the  exercise  price of such
          options.
     (2)  Based on the market value of the  underlying  securities  of $3.093 at
          July 31, 2000, minus the exercise price of such options.

Employment Contracts and Other Arrangements

We assumed an  employment  agreement  with Eric Seidel,  our President and Chief
Executive Officer, entered into between eAutoclaims.com-Delaware and Mr. Seidel,
effective  February 1, 2000. Under this agreement,  Mr. Seidel is entitled to an
annual base salary of $135,200,  which will  increase to $165,000 on February 1,
2001, and to $180,000 on February 1, 2002. On August 25, 2000, the  Compensation
Committee increased Mr. Seidel's base salary to $150,000. Mr. Seidel is entitled
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 all of his bonus, if any, in shares of our Common Stock valued at 90% of
the current market value. Mr. Seidel 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 our employees.  He is entitled to a $600 per month automobile allowance
and  reimbursement  of annual  physical  examinations.  Mr.  Seidel was  granted
options to acquire 65,000 shares of our Common Stock immediately  exercisable at
$2.00 per share for a term of 5 years.  During  the term of his  agreement,  Mr.
Seidel  agrees not to compete  with us. His  agreement  provides for a severance
payment  equal to 100% of his  annual  based  compensation  then due  under  his
agreement  in the  event  there is a  "change  of  control"  as  defined  in his
agreement,  and Mr.  Seidel  is  subsequently  terminated  without  cause  or he
voluntarily  terminates  employment  within 60 days of the  "change of  control"
event.

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 Operating  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
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.


                                       28
<PAGE>


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, 2001. 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.

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.

Board Compensation Committee Report on Executive Compensation

The Compensation  Committee of the Board of Directors  administers our executive
compensation program. 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.

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


                                       29
<PAGE>

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 2000.

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 2000, options were granted to the executive officers based on their
positions and a subjective assessment of individual  performances.  In addition,
options were granted to certain  executive  officers as  incentives  for them to
become employees or to aid in their retention. 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 2000 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 $150,000 on August 25, 2000.

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.

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.


                                       30
<PAGE>


As of October 31, 2000,  we have issued,  or reserved  for  issuance,  1,369,422
shares of our Common Stock  relating to  outstanding  options and warrants which
are categorized as follows:

         Options issued to Directors                                110,000 (1)

         Options issued to Chief Executive Officer                   65,000 (2)

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

         Options issued to Employees                                531,500 (4)

         Options issued to Consultants                               65,000 (5)

         Options Outstanding prior to eAutoclaims.com merger          4,000

         Purchaser's Warrants                                       390,000 (6)

         Agent's Warrants                                            73,922 (7)
                                                                  ---------

                                    Total                         1,369,422
                                                                  =========

     (1)  2,000 of each director's options are immediately  exercisable at $2.00
          per share.  20,000 director's  options are immediately  exercisable at
          $5.06 per share.  The exercise  price is equal to fair market value of
          the 20,000  shares as of June 22nd,  respectively,  the dates at which
          these director's options were authorized. See "Directors and Executive
          Officers - Director Compensation".

     (2)  These options are immediately exercisable through April, 2005 at $2.00
          per  share.  See  "Directors  and  Executive   Officers  -  Employment
          Contracts and Other Matters".

     (3)  65,000 options immediately  exercisable at $2.00 per share were issued
          to 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  $2.00  to  $3.37.   204,832  of  these   options  are  currently
          exercisable. The remaining 326,668 options vest over a 3 year term.

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

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

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

                                       31
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth,  as of October 31, 2000,  certain  information
concerning  those persons known to us, based on  information  obtained from such
persons,  with respect to the  beneficial  ownership (as such term is defined in
Rule 13d-3 under the Securities Exchange Act of 1934) of shares of Common Stock,
$.001 par value,  of us by (i) each person  known by the Company to be the owner
of more than 5% of the  outstanding  shares of Common Stock,  (ii) each director
and executive officer of us and its  subsidiaries,  (iii) each executive officer
named in the Summary Compensation Table and (iv) all directors and officers as a
group:

<TABLE>
<CAPTION>


             ----------------------------------------- --------------------------- -------------------------
                                                           Amount and nature
                       Name and Address of                   of Beneficial           Percentage of Class
                       Beneficial Owner (1)                    Ownership                     (2)
             ----------------------------------------- --------------------------- -------------------------
           <S>                                         <C>                         <C>
             Eric Seidel                                    465,000 (3)                       4.1%
             Randal K. Wright                               321,000 (4)                       2.8%
             Scott Moore                                    102,000 (5)                        .9%
             Jeffrey D. Dickson                             368,000 (6) (7)                   3.3%
             George Chajes                                   22,000 (7)                        * %
             David Jolley                                    22,000 (7)                        * %
             Christopher Korge                               37,000 (7)                        * %
             Nicholas D. Trbovich, Jr.                       22,000 (7)                        * %
             Liviakis Financial
             Communications, Inc.                         2,019,000 (8)                      17.9%
             Thomson Kernaghan & Co., Ltd.,
             as Agent                                     1,389,589 (9)                      12.3%
             Paul G. Mighton                                 16,500 (10)                       * %
             Dominium Capital Fund                          734,114 (11)                      6.5%
             Sovereign Partners, Ltd.                       965,005 (11)                      8.5%


             ----------------------------------------- --------------------------- -------------------------
             All Directors and Officers
             as a Group                                   1,359,000                          12.0%
             ----------------------------------------- --------------------------- -------------------------
</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. Each such person is deemed to be
     the beneficial owner of shares of Common Stock held by such person (but not
     held by any other  person) on October  31,  2000,  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  11,310,378  shares of Common  Stock  outstanding  at the close of
     business on October 31, 2000. This amount  excludes  292,500 shares held in
     escrow underlying the conversion rights of our Series A Preferred Stock and
     excludes 1,369,422 shares reserved for outstanding options and warrants.

(3)  400,000  shares of our Common  Stock were  issued to Mr.  Seidel as founder
     shares. This amount also includes options to acquire up to 65,000 shares of
     our  Common  Stock,   subject  to  certain   conditions.   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.  This amount also includes
     options  to acquire up to 65,000  shares of our  Common  Stock,  subject to
     certain conditions.  See "Executive Compensation - Employment Contracts and
     Other Matters".

(5)  This  amount  represents  options to  acquire  up to 102,000  shares of our
     Common Stock issued to Mr. Moore  pursuant to his  Employment  Agreement to
     serve  as our  Chief  Financial  Officer.  See  "Executive  Compensation  -
     Employment Contracts and Other Matters".

(6)  280,000  shares of our Common  Stock were issued to Mr.  Dickson as founder
     shares.  Also includes options to acquire up to 65,000 shares of our Common
     Stock and 1,000  shares  acquired in the open  market.  See  Directors  and
     Executive Officers - Director Compensation".

(7)  This amount  includes  options to acquire up to 22,000 shares of our Common
     Stock in connection  with services as a director.  "Directors and Executive
     Officers - Director Compensation".

(8)  Represents shares issued for consulting  services.  Includes 198,000 shares
     held by Jens  Dalsgaard  and 198,000  shares held by Anthony D.  Altavilla,
     both of whom are employees of Liviakis Financial Communications,  Inc. Also
     includes  39,000 shares we issued in  connection  with our amendment to the
     Consulting Agreement. See "Certain Relationships and Related Transactions".


                                       32
<PAGE>


(9)      Includes 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 based upon
         information  obtained  from Thomson  Kernaghan,  which is summarized as
         follows:

<TABLE>
<CAPTION>


             ------------------------------- ------------------------------ ------------------------- ---------------------
                                                       Number of                                           Number of
                         Holder                      Common Shares             Number of Warrants       Preferred Shares
             ------------------------------- ------------------------------ ------------------------- ---------------------
           <S>                               <C>                            <C>                       <C>
             Thomson Kernaghan                            nil                        73,922
             CALP II LP                                  596,676
             Fetu Holdings, Ltd.                         322,741
             T K Holdings, Ltd.                           43,750
             VC Advantage, Ltd.                           62,500                    120,000                     80
             VC Advantage (Bermuda)                                                 120,000                     80
             VMH Management                               25,000
             Gregory Badger                               25,000
                                                       ---------                    -------                    ---
                         Totals                        1,075,667                    313,922                    160
                                                       =========                    =======                    ===
             ------------------------------- ------------------------------ ------------------------- ---------------------
</TABLE>

     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 Preferred Stock into our Common Stock if the
     effect of such a purchase or conversion  would be to increase such entities
     equity ownership position above 9.9%. Above amount and percentages  exclude
     shares of our Common Stock issuable upon conversion of our Preferred Stock.
     See "Market for the Registrants Securities and Related Stockholder Matters"
     and "Certain Relationships and Related Transactions".

(10) Mr. Mighton is the former president and CEO. He resigned on May 31, 2000 in
     connection with the eAutoclaims.com merger.

(11) Represents shares issued by TPI in connection with conversion of debentures
     and the release of other obligations in connection with the eAutoclaims.com
     merger. See "Certain Relationships and Related Transactions".

     * Less than .1%.

ITEM 12.  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
expires  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
198,000  of these  shares to Jens  Dalsgaard  and  198,000  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.  All  other  terms  and
conditions of this agreement remained unchanged.

As a result  of the  eAutoclaims.com  merger,  we  assumed  obligations  under a
Consulting  Agreement  with  Jeffrey D.  Dickson.  This  agreement  is effective
December 1, 1999 and  terminates  January 1, 2000. 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
October 30, 2000,  approximately  $10,000 is outstanding under this arrangement.
All payments  under the agreement  with Mr.  Dickson are made to First  American
AMO, of which Mr. Dickson is the founder and CEO.


                                       33
<PAGE>


On September 8, 2000, we entered into a Business Consulting Agreement with Titan
Group, LLC, a California limited liability company ("TTG"). This agreement has a
term of one (1) year and  expires  September  7, 2001.  TTG agrees to provide us
business management,  marketing  consultation and advisory services to assist us
in  developing  market  awareness  through  introductions  to brokers,  dealers,
institutional  investors,  investment  bankers  and  financial  newsletters.  In
consideration  for these  services,  we paid TTG $10,000 and agreed to issue TTG
65,000 shares of our restricted Common Stock.

On August 8, 2000, we entered into a Service Agreement with WE Securities,  Inc.
("WE") to assist us in financial  communications  and investor  relations.  This
agreement has a term of three (3) months.  In consideration  for these services,
we agreed to issue WE 12,136 shares of our restricted Common Stock.

One  of our  directors,  George  Chajes,  has  provided  us  financial  advisory
services.  These services  include  preparation and review of our business plan,
due  diligence   review  and   organization  of  our  corporate   documents  and
coordination of meetings with potential  funding  services.  Mr. Chajes was paid
$25,000 for his services  through October 31, 2000 plus expense  reimbursements.
In  addition,  we have  agreed to pay Mr.  Chajes 2% of the amount of capital we
obtain through  sources located and introduced to us by Mr. Chajes and 1% of the
capital raised by investment bankers introduced to us by Mr. Chajes.

In connection with the  eAutoclaims.com  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. Dominium Capital Fund
was  entitled  to  734,114 of these  shares and  Sovereign  Partners,  Ltd.  was
entitled to 965,005 of these shares.  All of the entities  which are entitled to
the  4,100,000  shares of our Common Stock have entered into  agreements  not to
exercise warrants,  convert our Preferred Stock, or acquire additional shares of
our Common Stock if such events would cause such entity to own greater than 9.9%
of our Common Stock.  Therefore,  these 4,100,000  shares are considered  freely
tradable under the Securities Act.

Two executive  officers of Thomson Kernaghan also are executive  officers of the
general partner of VC Advantage Limited  Partnership ("VC  Advantage"),  and are
executive  officers  of VMH  International  Ltd.  ("VMH"),  which is the general
partner of CALP II Limited  Partnership  ("CALP II").  An  executive  officer of
Thomson Kernaghan has signing  authority for Fetu Holdings,  Ltd.  ("Fetu").  TK
Holdings Ltd. ("TKH") is the parent of Thomson  Kernaghan.  Gregg.  Badger is an
officer and Director of Thomson Kernaghan.  Accordingly,  Thomson Kernaghan,  VC
Advantage, CALP II, Fetu, TKH, VMH 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, VC Advantage,  CALP II, Fetu, TKH, VMH 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 9.9% of our then outstanding Common
Stock.

Subsequent to the  eAutoclaims.com  merger,  Thomson  Kernaghan,  as agent,  has
facilitated  the  placement  of  $1,300,000  of  our  Preferred  Stock.  Thomson
Kernaghan,  either  directly or through  entities it controls,  is the holder of
1,075,667  shares of our Common  Stock,  160 shares of our Preferred  Stock.  We
anticipate  that the shares of Common Stock  underlying our Preferred Stock will
be registered in the near future.

Thomson Kernaghan,  either directly or through entities it controls, is also the
holder of warrants  to acquire  240,000  shares of our Common  Stock at exercise
prices of $3.00 and $3.30,  which were issued to the purchasers of our Preferred
Stock.  Thomson  Kernaghan  has been paid fees of $130,000  and is the holder of
73,922  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".

These  warrants and the shares of our Common  Stock  issuable  upon  exercise of
these warrants have  registration  rights under the Securities Act. We intend to
file a selling  shareholder  Registration  Statement on Form SB-2 within  thirty
(30) days of filing  this Form 10-KSB for the  holders of our  Preferred  Stock,
Purchaser's  Warrants and Agent's Warrants.  We are subject to certain penalties
if this  Selling  Shareholder  Registration  Statement is not filed and declared
effective within certain time frames as more fully described in the Registration
Rights Agreement,  filed as Exhibit 10 to this Form 10-KSB to which reference is
hereby made.


                                       34
<PAGE>


We have entered into employment agreements with Eric Seidel, our Chief Executive
Officer,  Randal K. Wright,  our Chief Operating  Officer,  and Scott Moore, our
Chief  Financial  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. Wight was issued 256,000 shares of our Common
Stock in connection with the Premier Express Services,  Inc. merger. Each of Mr.
Seidel,  Mr.  Dickson and Mr. Wright hold  options,  which allow each of them to
acquire up to 65,000  shares of our Common Stock at an exercise  price of $2.00.
These  options are  immediately  exercisable  and expire in 2005.  See "Security
Ownership of Certain Beneficial Owners and Management".

In August, 2000, we agreed to issue 50,000 shares 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 exchange for  $100,000 of his services  charged at
normal hourly rates. All other charges incurred by us for other employees of his
firm are paid in cash.

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>
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. (*)
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. (*)
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               The Registrants 1998 Stock Option Plan. (4)
10.1              Employment Agreement between  eAutoclaims.com,  Inc. and Eric Seidel dated February 1, 2000 (*)
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 (*)
10.5              Employment  Agreement between  eAutoclaims.com,  Inc. and Gaver Powers dated April 13, 2000 (*)
10.6              Consulting  Agreement  between  eAutoclaims.com,  Inc. and Jeffrey D. Dickson dated December 1, 1999  (*)
10.7              Consulting Agreement between eAutoclaims.com,  Inc. and Liviakis Financial  Communications,
                  Inc. dated February 1, 2000 (*)
10.8              Amendment  No.  1 to  Consulting  Agreement  between  eAutoclaims.com,  Inc.  and  Liviakis
                  Financial Communications, Inc. dated September 18, 2000 (*)
</TABLE>


                                       35
<PAGE>

<TABLE>

<S>     <C>
10.9              Lease Agreement between eAutoclaims.com, Inc. and KWPH, Inc., dated October 17, 2000 (*)
10.10             Service Agreement  between  eAutoclaims.com,  Inc. and WE Securities,  Inc. dated August 8,
                  2000 (*)
10.11             Business  Consulting  Agreement  between  eAutoclaims.com,  Inc. and TTG LLC dated  September 8,
                  2000 (*)
10.12             Commercial  lease  dated  October  12,  1998  between  Premier  Express  Claims,  Inc.  and
                  Stephenson Park Associates Limited. (*)
10.13             [Reserved]
10.14             Certificate of Full Performance of Proposal - Form 46 filed by BDO Dunwoody Limited -
                  Trustee dated May 8, 2000. (*)
10.15             Order of the Superior Court of Justice in the Matter of the Proposal of Transformation
                  Processing, Inc. dated November 25, 1999. (*)
10.16             Proposal of Transformation Processing, Inc. - Court File No. 32-107046 filed in the
                  Superior Court of Justice dated October 14, 1999. (*)
10.17             Share Exchange Agreement between Transformation Processing, Inc. and certain of its
                  securities holders dated April 30, 2000. (*)
10.18             [Reserved]
10.19             Securities Purchase Agreement effective June 27, 2000 between Thomson Kernaghan, as Agent
                  and eAutoclaims.com, Inc. (*)
10.20             Certificate of Rights, Designations, Preferences and Limitations of Series A Convertible
                  Preferred Stock.(*)
10.21             Security Agreement between Thomson Kernaghan, as Agent and eAutoclaims.com, Inc. (*)
10.22             Form of Purchasers Warrant. (*)
10.23             Form of Agents Warrant. (*)
10.24             Registration Rights Agreement. (*)
10.25             eAutoclaims.com, Inc. Agreement with Certain Securities Holders effective May 31, 2000.
10.26             eAutoclaims.com, Inc. Agreement with Sovereign Partners, Ltd. effective May 31, 2000.
10.27             eAutoclaims.com, Inc. Agreement with Dominium Capital Fund
21.1              Subsidiaries of the Registrant.(*)

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

</TABLE>

*        Filed herewith.

(b)      Reports on Form 8-K.

     Item 1/Item 5 Form 8-K  relating to  approval of the Merger  Agreement  and
Plan of  Reorganization  by and  between  Transformation  Processing,  Inc.  and
eAutoclaims.com, Inc. filed on July 5, 2000.

     Item 2 Form 8-K relating to acquisition of Premier Express  Services,  Inc.
field on July 25, 2000.

     Item 7 Form 8KA containing pro forma financial statements filed on or about
August 8, 2000.

     Item 7 Form 8-KA  containing  financial  statements of acquired  businesses
filed on August 15, 2000.


                                       36
<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:   May 9, 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



                                       37
<PAGE>


                      EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                       CONSOLIDATED FINANCIAL STATEMENTS

                                 JULY 31, 2000



<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-15



                                      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, 2000, and the related consolidated statements
of operations, stockholders' equity, and cash flows for 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
audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides 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, 2000 and the results of their  operations and
their cash flows for the period from  December 7, 1999  (inception)  to July 31,
2000 in conformity with generally accepted accounting principles.




GOLDSTEIN GOLUB KESSLER LLP
New York, New York

October 13, 2000

                                      F-2
<PAGE>



<TABLE>
<CAPTION>

                                                     EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                                               CONSOLIDATED BALANCE SHEET
------------------------------------------------------------------------------------------
July 31, 2000
------------------------------------------------------------------------------------------


<S>                                                                        <C>
ASSETS

Current Assets:
  Cash and cash equivalents                                                  $    239,979
  Accounts receivable, less allowance for doubtful accounts of $30,000            578,729
  Due from related parties                                                        182,684
  Prepaid expenses and other current assets                                        81,686
-------------------------------------------------------------------------------------------
      Total current assets                                                      1,083,078

Property and Equipment, net of accumulated depreciation of $55,731                285,212

Goodwill, net of accumulated amortization of $7,019                             1,534,633

Other Assets                                                                       11,661

Deferred Income Tax Asset, net of valuation allowance of $1,121,000                     -

-------------------------------------------------------------------------------------------
      Total Assets                                                            $ 2,914,584
===========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable and accrued expenses                                      $   778,265
   Advances for the issuance of preferred stock                                   500,000
   Common stock to be issued for acquisition                                    1,200,000
   Loans payable - stockholders                                                   218,365
--------------------------------------------------------------------------------------------
      Total current liabilities                                                 2,696,630

Loans Payable - stockholders, net of current maturities                            66,635
--------------------------------------------------------------------------------------------
      Total liabilities                                                         2,763,265
--------------------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Equity:
  Common stock - $.001 par value; authorized 50,000,000 shares, issued
   and outstanding 10,790,367 shares                                               10,790
  Additional paid-in capital                                                    3,216,286
  Accumulated deficit                                                          (3,075,757)
--------------------------------------------------------------------------------------------
      Stockholders' equity                                                        151,319
--------------------------------------------------------------------------------------------
      Total Liabilities and Stockholders' Equity                              $ 2,914,584
============================================================================================
</TABLE>

                                  See Notes to Consolidated Financial Statements

                                       F-3


<PAGE>

                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

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

Revenue:
  Collision repairs management                                    $  1,141,087
  Fleet repairs management                                             483,846
  Other repairs and fees                                               121,951
  Interest income, net of interest
   expense of $2,641                                                     4,826
--------------------------------------------------------------------------------
Total revenue                                                        1,751,710
--------------------------------------------------------------------------------

Expenses:
  Claims processing charges                                          1,471,509
  General and administrative                                         3,293,208
  Depreciation and amortization                                         62,750
--------------------------------------------------------------------------------
Total expenses                                                       4,827,467
--------------------------------------------------------------------------------
Net loss                                                          $ (3,075,757)
================================================================================
Loss per common share - basic and diluted                         $       (.29)
================================================================================
Weighted-average number of
 common shares outstanding - basic and diluted                      10,591,146
================================================================================

                                  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
------------------------------------------------------------------------------------------------------------------------------------
                                                                                       Additional
                                                            Common Stock                 Paid-in        Accumulated    Stockholders'
                                                   Shares                  Amount        Capital          Deficit         Equity
------------------------------------------------------------------------------------------------------------------------------------

<S>                                              <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
====================================================================================================================================
</TABLE>

                                  See Notes to Consolidated Financial Statements

                                       F-5

<PAGE>
                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

                                           CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
Period from December 7, 1999 (inception) to July 31, 2000
--------------------------------------------------------------------------------

Cash flows from operating activities:
  Net loss                                                         $(3,075,757)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization                                       62,750
    Common stock issued for services                                 2,028,630
    Issuance of compensatory stock options                             188,146
    Allowance for doubtful accounts                                     30,000
    Changes in operating assets and liabilities:
      Increase in accounts receivable                                 (397,535)
      Increase in prepaid expenses and
       other current assets                                           (187,829)
      Increase in accounts payable and accrued expenses                513,239
--------------------------------------------------------------------------------
          Net cash used in operating activities                       (838,356)
--------------------------------------------------------------------------------

Cash flows from investing activities:
  Purchases of property and equipment                                 (259,605)
  Acquisition of subsidiary, net of cash acquired                     (172,360)
--------------------------------------------------------------------------------
          Cash used in investing activities                           (431,965)
--------------------------------------------------------------------------------

Cash flows from financing activities:
  Advances for the issuance of preferred stock                         500,000
  Proceeds from issuance of common stock                             1,010,300
--------------------------------------------------------------------------------
          Cash provided by financing activities                      1,510,300
--------------------------------------------------------------------------------
Net increase in cash and cash equivalents and cash
 and cash equivalents at end of period                           $     239,979
================================================================================


Supplemental disclosure of cash flow information:

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


Supplemental schedule of noncash investing and financing activities:

  Common stock to be issued in connection with
   the acquisition of a subsidiary                               $   1,200,000
================================================================================
  Loans to stockholders in connection with
   the acquisition of a subsidiary                               $     130,000
================================================================================


                                  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(TM) Internet Claims Application & eAutoFleet(R)
for the  processing  and ultimate  repair of damaged  vehicles  filed as insured
automobile  claims. The Company generates revenue from  administrative  fees and
discounts earned by processing collision work through this proprietary system.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The accompanying  consolidated  financial statements include the accounts of the
Company  and  its  wholly  owned  subsidiary,   Premier  Express  Claims,   Inc.
("Premier").  The  consolidated  financial  statements for the fiscal year ended
July 31,  2000  include  the  results  of  Premier  from July 20,  2000 (date of
acquisition) to July 31, 2000. All intracompany  accounts and transactions  have
been eliminated.

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

For purposes of the statement of cash flows,  cash equivalents  consist of money
market accounts.

The Company derives revenue primarily from collision repairs  management,  glass
repairs and fleet repairs  management.  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.

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.


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

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


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, 2000,
no such impairment existed.

Goodwill is amortized using the straight-line  method over 7 years (see Note 3).
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.

Basic  loss per common  share  ("EPS") is  computed  as net loss  divided by the
weighted-average   number  of  common  shares  outstanding  during  the  period.
Potential  common stock has been  excluded from the  computation  of diluted net
loss per share as their inclusion would be antidilutive.

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.

Management  does not believe that any 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 measured 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.


                                      F-8
<PAGE>

                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

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

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.   ACQUISITION:

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 to be issued.  The Company  valued the 320,000 shares of
the  Company's  common  stock at the fair  market  value at July 20,  2000 which
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 preliminary 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).

          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.


4.   PROPERTY AND EQUIPMENT:


At July 31, 2000, property and equipment, at cost, consists of the following:

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

 Computer software                              $  61,762           3 years
 Office equipment                                 244,422           3 years
 Furniture and fixtures                            34,759          10 years
-------------------------------------------------------------------------------


                                      F-9
<PAGE>

                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

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

                                                  340,943
 Less accumulated depreciation                     55,731

-------------------------------------------------------------------------------
                                                 $285,212
===============================================================================

5.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

At  July  31,  2000,  accounts  payable  and  accrued  expenses  consist  of the
following:

 Accounts payable                                                    $593,664
 Accrued payroll and vacation wages                                   184,601
-------------------------------------------------------------------------------
                                                                     $778,265
===============================================================================

6.   LOANS PAYABLE - STOCKHOLDERS:

In conjunction with the acquisition of Premier,  the Company is now obligated to
repay two loans to two  stockholders,  who were former  stockholders of Premier,
aggregating $130,000.  The loans are due in August 2000 and October 2000 and are
noninterest-bearing.  One  stockholder  has the right to  receive  shares of the
Company's  common stock as payment  based on the market  value of the  Company's
common stock at maturity.  The fair value of the loans approximates the carrying
amount due to the short-term nature of the loans.

The Company has two loans outstanding to a stockholder aggregating $155,000. The
loans bear  interest  at the rate of 12% per annum and are due in January  2002.
The loan agreements  require  payments of interest only through January 2001 and
then monthly  payments of principal and interest until maturity.  The fair value
of the loans  approximates their carrying amount based on rates available to the
Company for similar loans.

Aggregate maturities of long-term debt are as follows:

             Year ending July 31,

                   2001                                   $218,365
                   2002                                     66,635
-------------------------------------------------------------------------------
                                                          $285,000
===============================================================================


                                      F-10
<PAGE>

                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

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

7.   COMMITMENTS AND CONTINGENCIES:

The Company has a three-year  employment  agreement with its president and chief
executive officer.  This three-year  employment  agreement effective February 1,
2000  provides  for  aggregate  annual  base  salary  ranging  from  $135,200 to
$180,000. In addition,  the president and chief executive officer is entitled to
a bonus of not less than 5% of the Company's  pretax profits.  This bonus can be
paid in cash or with shares of the Company's common stock at a discount from its
market value. For the year ended July 31, 2000, there were no additional amounts
due under this agreement.

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 $425,000 to $485,000 per
annum.

The  Company  leases  office  facilities  and  automobiles  under  noncancelable
operating  leases expiring on various dates through 2004. The office  facilities
leases contain escalation clauses relating to operating expenses and real estate
taxes.  Rent expenses under the operating leases for the period from December 7,
1999 to July 31, 2000 totaled approximately $40,000.  Approximate minimum future
payments under these leases are payable as follows:

        Year ending July 31,
              2001                                            $174,000
              2002                                             227,000
              2003                                             227,000
              2004                                              82,000
--------------------------------------------------------------------------------
                                                              $710,000
================================================================================


8.   STOCKHOLDERS' EQUITY:


The Company is authorized to issue 5,000,000 shares of $.001 par value preferred
stock.  The board of directors has designated 500 shares as Series A Convertible
Preferred Stock,  with a liquidation  preference of $5,000 per share. Each share
of preferred stock is convertible  into a number of shares of common stock.  The
number of common shares to be issued is derived by taking the purchase  price of
$5,000 per share and dividing by the lesser of 120% of the closing bid price for
the common stock on the trading day immediately prior to the date of issuance of
the  preferred  shares being  converted or 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. Dividends
are payable at the rate of 8% of the aggregate liquidation preference amount per
annum and are  cumulative.  As of July 31, 2000,  the Company had not issued any
shares of  preferred  stock but had received  $500,000 in cash toward  shares of
preferred  stock.  Subsequent  to year-end  the Company  received an  additional
$800,000 in cash and issued 260 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 73,922 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 390,000 warrants to
the  purchasers,  which are  exercisable at prices of $3.00 and $3.33 per share,
are exercisable upon issuance, and expire in five years.

The Company issued  7,500,000 shares of common stock to its founders for $500 in
cash and $68,430 in services.


                                      F-11
<PAGE>


                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

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


The Company issued  2,850,000  shares of common stock for  $1,100.000.  Costs of
$110,000 were incurred related to this issuance.

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.

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 related to
these issuances.

9.   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.


                                      F-12
<PAGE>

                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

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

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


                                                                     Weighted-
                                                                      average
                                                     Number          Exercise
                                                    of Shares          Price
--------------------------------------------------------------------------------
Granted                                              720,500              $2.68
Canceled                                              (1,000)              3.00
--------------------------------------------------------------------------------
Outstanding at end of year                           719,500              $2.68
================================================================================

Options exercisable at year-end                      569,831              $2.67
================================================================================

Weighted-average fair value of options
 granted during the period                         $1,531,160
================================================================================


The following table summarizes information about fixed stock options outstanding
at July 31, 2000:


<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>
                              $2.00                   479,000          4.80        $2.00          425,666        $2.00
                              $3.00                    95,000          4.73         3.00           28,002         3.00
                              $3.37                    41,500          4.96         3.37           12,163         3.37
                              $5.06                   100,000          4.89         5.06          100,000         5.06
                              $6.75                     2,000          9.34         6.75            2,000        $6.75
                              $12.50                    2,000          7.80        12.50            2,000       $12.50

------------------------------------------------------------------------------------------------------------------------------------
                              $2.00 - $12.50          719,500                      $2.68          569,831        $2.67
====================================================================================================================================
</TABLE>


                                      F-13
<PAGE>

                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

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

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 would have been as
follows:

Net loss applicable to common stock:
 As reported                                              $(3,075,757)
===============================================================================
Pro forma                                                 $(4,417,312)
===============================================================================

Loss per common share - basic and diluted:
 As reported                                              $      (.29)
===============================================================================
Pro forma                                                 $      (.42)
===============================================================================


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. 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 which 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.


                                      F-14
<PAGE>

                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

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

10.  INCOME TAXES:

As of July 31,  2000,  the  Company  had  deferred  tax assets of  approximately
$1,121,000  resulting from net operating  loss  carryforwards  of  approximately
$2,802,000 which are available to offset future taxable income,  if any, through
2021. As utilization of the net operating loss carryforwards 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, 2000
                                                           -------------
       Temporary differences:
        Compensation expense not
         currently deductible                           $     (79,000)
         Allowance for doubtful accounts                      (12,000)
         Accrued vacation                                     (13,000)
         Net operating losses                               1,225,000
         Less valuation allowance                          (1,121,000)
         -----------------------------------------------------------------
               Deferred tax assets                      $       - 0 -
         =================================================================


                                      F-15
<PAGE>

                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

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

The  reconciliation  of the effective  income tax rate to the federal  statutory
rate for the year ended July 31, 2000 is as follows:

      Federal income tax rate                                     (34.0)%
      Valuation allowance on net operating carryforwards           34.0
-------------------------------------------------------------------------------
        Effective income tax rate                                 - 0 - %
===============================================================================

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


11. MAJOR CUSTOMERS:

During the period from  December 7, 1999  (inception)  to July 31, 2000  revenue
from  three  customers  amounted  to  approximately  24%,  18% and 17% of  total
revenue, respectively.


12. 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 $116,320 and was
based on the amount of space and personnel time devoted to this corporation plus
the actual expenses paid on behalf of this corporation.  The amount to be repaid
to  the  Company,  $116,320,  is  included  in due  from  related  party  on the
accompanying balance sheet.

In addition,  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 is reducing the advance for
amounts due under the  consulting  agreement.  At July 31, 2000,  the  remaining
advance  was  $63,602  and  is  included  in  due  from  related  party  on  the
accompanying balance sheet.

Also,   the   chairman   of  the  board  of  the   Company  is   entitled  to  a
noninterest-bearing  line of credit.  At July 31, 2000, $2,762 had been advanced
under  the line of  credit  and is  included  in due from  related  party on the
accompanying balance sheet.


13. 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.

In July 2000, EAUTO, Inc., a Texas corporation,  asserted that the Company's use
of its EAUTOCLAIMS.COM  mark and website violated its federally registered EAUTO
service mark. The Company  denied this assertion  since the marks are different,
the services  offered by the Company are different  than those offered by EAUTO,
Inc.,  and there is no likelihood of confusion  among relevant  consumers.  When
EAUTO,  Inc. refused to withdraw its assertions of trademark  infringement,  the
Company filed a lawsuit styled EAUTOCLAIMS.COM,  Inc. v. EAUTO, L.L.C., Case No.


                                      F-16
<PAGE>

                                           EAUTOCLAIMS.COM, INC. AND SUBSIDIARY

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

8:00CV-1855-T-26B,  in the United States  District Court for the Middle District
of Florida, Tampa Division seeking a judicial declaration that the Company's use
of its  EAUTOCLAIMS.COM  mark and website are lawful.  EAUTO,  L.L.C. has yet to
respond to this lawsuit.


14. 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  10,790,367  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 does not include these shares or
any adjustment which might be necessary to resolve this difference.


15. SUBSEQUENT EVENTS:

Subsequent to year-end the Company  entered into agreements with two consultants
to provide  services to the  Company.  These  consultants  will receive cash and
approximately  77,000 shares of the Company's  common stock for these  services.
The Company will record a charge to  operations  when the services are performed
based on the fair  market  value of the  shares of  common  stock at the time of
performance.


                                      F-17