U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark one)

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended June 30, 2001.

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from _______________ to  _________________.

                        Commission file number 000-14614

                                  NEXPUB, INC.
                             -----------------------
        (Exact name of small business issuer as specified in its charter)

             Delaware                                  65-0896930
             --------                                  ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                      3820 Executive Way, Miramar, FL 33025
    -------------------------------------------------------------------------
               Address of principal executive offices) (Zip Code)

                                 (954) 392-5889
                               -------------------
                (Issuer's telephone number, including area code)

Check whether the (issuer) (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or such shorter
period that registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 106,374,000 as of August 17, 2001.

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


<PAGE>


NEXPUB, INC.


Contents
<TABLE>
<CAPTION>

                                                                                                              Page
<S>                                                                                                             <C>
Part I.  Financial Information

Item 1.  Financial Statements (Unaudited)

         Condensed balance sheet as of June 30, 2001                                                            3

         Condensed statements of operations for the three and six months ended June 30, 2001 and 2000           4

         Condensed statements of cash flows for the six months ended June 30, 2001 and 2000                     5

         Notes to financial statements                                                                          6


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

Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K                                                                       14
</TABLE>



                                       2
<PAGE>



NEXPUB, INC.

Item 1.   Financial Statements
Condensed Balance Sheet (Unaudited)
June 30, 2001

<TABLE>
<CAPTION>



ASSETS
<S>                                                                                               <C>
Current assets:
   Cash                                                                                           $    265,000
   Accounts receivable, net of allowance for doubtful accounts of $46,000                              187,000
   Inventories                                                                                          51,000
   Prepaid expenses                                                                                     14,000
                                                                                                  ------------
      Total current assets                                                                             517,000

Property and equipment, net of accumulated depreciation and amortization of $223,000                   571,000
Other assets                                                                                            68,000
                                                                                                  ------------
                                                                                                  $  1,156,000
                                                                                                  ============
LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
   Notes payable, current portion                                                                 $    163,000
   Capital lease obligations, current portion                                                           20,000
   Obligations under guarantees                                                                      1,176,000
   Accounts payable                                                                                    443,000
   Accrued expenses                                                                                     33,000
                                                                                                  ------------
      Total current liabilities                                                                      1,835,000

Notes payable, noncurrent portion                                                                      272,000
Capital lease obligations, noncurrent portion                                                           98,000
                                                                                                  ------------
                                                                                                     2,205,000
                                                                                                  ------------
Commitments and contingencies

Stockholders' equity:
   Preferred stock, $.001 par value, 10,000,000 shares authorized, none issued
   Common stock, $.001 par value, 225,000,000 shares authorized, 106,374,000 shares issued             106,000
   Additional paid-in capital                                                                       24,017,000
   Deferred compensation                                                                            (2,402,000)
   Treasury stock, at cost  (held for settlement of guarantee), 13,361,000 common shares            (1,282,000)
   Accumulated deficit                                                                             (21,488,000)
                                                                                                  ------------
                                                                                                    (1,049,000)
                                                                                                  ------------
                                                                                                  $  1,156,000
                                                                                                  ============
</TABLE>

See notes to financial statements


                                       3
<PAGE>


NEXPUB, INC.

Condensed Statements of Operations (Unaudited)
<TABLE>
<CAPTION>

                                                               Three Months Ended                       Six Months Ended
                                                                    June 30,                                 June 30,
                                                       ----------------------------------        ----------------------------------
                                                            2001                 2000                2001                 2000
                                                       -------------        -------------        -------------        -------------
<S>                                                    <C>                  <C>                  <C>                  <C>
Sales                                                  $     462,000        $     626,000        $   1,043,000        $   1,296,000
Cost of sales                                                389,000              523,000              807,000              956,000
                                                       -------------        -------------        -------------        -------------
Gross profit                                                  73,000              103,000              236,000              340,000
                                                       -------------        -------------        -------------        -------------

Stock based compensation                                     629,000              252,000            1,258,000              252,000
Software development                                         256,000               97,000              528,000              200,000
Selling, general and administrative                          382,000              972,000              954,000            1,753,000
Impairment of long-lived assets                              184,000                 --                184,000                 --
Fair value of warrants issued                                   --              9,990,000                 --              9,990,000
                                                       -------------        -------------        -------------        -------------
Loss from operations                                      (1,378,000)         (11,208,000)          (2,688,000)         (11,855,000)
Interest income (expense), net                                (4,000)             (10,000)               5,000              (38,000)
                                                       -------------        -------------        -------------        -------------
Net loss                                               $  (1,382,000)       (11,218,,000)        $  (2,683,000)       $ (11,893,000)
                                                       =============        =============        =============        =============
Net loss per common share:
   Basic and diluted                                   $        (.01)       $        (.43)       $        (.03)       $        (.49)
                                                       =============        =============        =============        =============
Weighted average shares outstanding                      106,374,000           26,015,000          106,374,000           24,486,000
                                                       =============        =============        =============        =============
</TABLE>




See notes to financial statements.




                                       4
<PAGE>


NEXPUB, INC.
Condensed Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>

                                                                                                      Six Months Ended June 30,
                                                                                                   --------------------------------
                                                                                                       2001               2000
                                                                                                   ------------        ------------
<S>                                                                                                <C>                 <C>
Cash flows from operating activities:

Net loss                                                                                           $ (2,683,000)       $(11,893,000)
Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                                     59,000             124,000
       Impairment of long-lived assets                                                                  184,000                --
       Amortization of deferred compensation                                                          1,258,000             252,000
       Warrants issued for services                                                                      23,000                --
       Fair value of warrants issued                                                                       --             9,990,000
       Changes in operating assets and liabilities (including the purchase of
         $346,000 of factored receivables in 2000)                                                     (180,000)           (592,000)
                                                                                                   ------------        ------------
              Net cash used in operating activities                                                  (1,339,000)         (2,119,000)
                                                                                                   ------------        ------------

Cash flows from investing activities:
   Purchases of property and equipment                                                                  (53,000)             (4,000)
                                                                                                   ------------        ------------
              Net cash used in investing activities                                                     (53,000)             (4,000)
                                                                                                   ------------        ------------
Cash flows from financing activities:
   Principal repayments on notes payable                                                                (80,000)            (88,000)
   Principal repayments on capital lease obligations                                                    (15,000)            (17,000)
   Bank overdraft                                                                                          --               (25,000)
   Proceeds from stockholder loans (net of repayments)                                                     --               286,000
   Proceeds from sale of common stock                                                                      --             6,196,000
   Proceeds from sale of warrants                                                                          --               160,000
   Purchase of treasury stock                                                                              --            (1,113,000)
                                                                                                   ------------        ------------
              Net cash (used in) provided by financing activities                                       (95,000)          5,399,000
                                                                                                   ------------        ------------
Net increase (decrease) in cash                                                                      (1,487,000)          3,276,000
Cash  - beginning of year                                                                             1,752,000                --
                                                                                                   ------------        ------------
Cash  - end of period                                                                              $    265,000        $  3,276,000
                                                                                                   ============        ============
Supplemental disclosures of cash flow information:
  Cash paid during the period for:
      Interest                                                                                     $      3,000        $     33,000
                                                                                                   ============        ============

   Supplemental schedule of noncash investing and financing activities:
      Capital lease obligations                                                                                        $     17,000
                                                                                                                       ============
       Stockholder loans and due to affiliate contributed to capital                                                   $  1,314,000
                                                                                                                       ============
</TABLE>


See notes to financial statements.



                                       5
<PAGE>
NEXPUB, INC.

Notes to Financial Statements
June 30, 2001


NOTE A - BASIS OF PRESENTATION, OPERATING LOSSES AND CASH REQUIREMENTS

The accompanying unaudited condensed financial statements include the accounts
of NexPub, Inc., formerly known as PrintOnTheNet.com, Inc. ("NexPub", the
"Company" or "We"), and have been prepared by the Company pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
related to the Company's organization, significant accounting policies and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. These unaudited condensed financial statements reflect, in the opinion
of management, all material adjustments (which include only normal recurring
adjustments) necessary to fairly state the financial position and the results of
operations for the periods presented and the disclosures herein are adequate to
make the information presented not misleading. Operating results for interim
periods are not necessarily indicative of the results that can be expected for a
full year. These interim financial statements should be read in conjunction with
the Company's audited consolidated financial statements and notes thereto
included in the Company's most recent Annual Report on Form 10-KSB.

We are a web-based provider of end-to-end printing and publishing management and
production services. Our customer focus is purchasers of business communications
and the manufacturers who supply those services. We offer customers access to a
private customized secure website containing a digital catalog of corporate
branding material and marketing products which allows them to create custom
printed materials on-demand and fulfilled to their required destination. The web
environment we created is the CorporatePrintCenter ("CPC"). The CPC employs
graphic on the fly technology which enables users to see an image of their print
order, make modifications and see those updated in real time, select quantity,
request turn-around time and establish delivery instructions.

On December 30, 1999, the Company acquired PrintAmerica Interactive, Inc.
("PrintAmerica") for 1,000,000 shares of its common stock. The acquisition was
recorded at the historical cost of PrintAmerica's assets and liabilities in a
manner similar to a pooling of interests for accounting purposes since
PrintAmerica was owned by the parents of the Company's two principal
stockholders, Benjamin and Samuel Rogatinsky (the "Rogatinskys"), who
collectively owned approximately 86% of the common stock of the Company on the
date of the acquisition. PrintAmerica was merged into the Company in January
2000.

At June 30, 2001, we had a working capital deficit of $1,318,000. We had cash of
approximately $88,000.00 as of August 17, 2001. We have continued to experience
significant negative cash flows and we do not have immediate access to funds. We
expect to require approximately $40,000 per month to conduct our business in its
present ordinary course. Additionally, we expect to incur minimum cash
expenditures of approximately $220,000 during the remainder of 2001 relating to
continuing development of our technology. We will not be able to continue to
operate without substantial cost reductions unless additional equity financing
is obtained; however, there is no assurance that additional capital will be
available to us on acceptable terms. If funding is not obtained, we will be
required to liquidate certain assets to meet these funding requirements. If
positive operating results are not achieved within the next few months, and if
capital resources are not available on terms acceptable to us, we intend to
reduce expenditures so as to minimize our requirements for additional financial
resources. Such measures may include reduction of our technology costs during
the remainder of 2001 and restructuring various employee compensation packages.
Although we expect revenue from our new product lines to increase in the future,
there can be no assurance that we will be able to generate internally or raise
sufficient funds to continue our operations.

The above factors raise substantial doubt about our ability to continue as a
going concern. Our financial statements do not include any adjustments to
reflect the possible future affects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from our
possible inability to continue our operations.

NOTE B - INVENTORIES

Inventories consist of the following:

                                                    June 30, 2001
                                                    -------------
         Raw Materials                                 37,000
         Work in process                               14,000
                                                    ---------
                                                      $51,000
                                                    =========


                                       6
<PAGE>

NEXPUB, INC.

Notes to Financial Statements
June 30, 2001


NOTE C - SOFTWARE DEVELOPMENT

Software development costs include programming costs and the value of warrants
issued to outside consultants. Costs incurred during the periods presented
related to the development of a functional change to our existing software. Such
costs were expensed as incurred.


NOTE D - STOCKHOLDERS' EQUITY

During the quarter ended March 31, 2001 we granted options to purchase 314,000
shares of common stock to certain outside consultants for services relating to
development of the Company's web site. These options are exercisable at $.30 per
share and were valued at $23,000 using the Black-Scholes pricing model and
recorded as software development expense.


NOTE E - LOSS PER SHARE

Basic and diluted loss per share in the accompanying condensed statements of
operations are based upon the weighted average shares outstanding during the
applicable period. The impact of potential common shares has not been included
for the loss periods presented as they are antidilutive. The components of basic
and diluted loss per share are as follows:

<TABLE>
<CAPTION>

                                           Three Months Ended June 30,    Six Months Ended June 30,
                                               2001         2000              2001         2000
                                               ----         -----             ----         ----
<S>                                         <C>           <C>              <C>           <C>
   Basic average shares outstanding         106,374,000   26,015,000       106,374,000   24,486,000
   Potential common shares
   Diluted average shares outstanding       106,374,000   26,015,000       106,374,000   24,486,000
                                            ===========   ==========       ===========   ==========
   Potential common shares not
     included in the calculation
     of diluted loss per share
     because their impact is antidilutive    55,622,000    6,000,000        55,622,000    6,000,000
                                            ===========   ==========       ===========   ==========
</TABLE>


NOTE F - COMMITMENTS AND CONTINGENCIES

In March 2000, the prior management of the Company determined that the Company
was subject to certain corporate guaranties of the obligations of certain
corporate affiliates (see Note G). Neither the private placement memorandum used
in connection with a February 2000 offering of the Company's securities, nor
documents filed with the Securities and Exchange Commission ("SEC") related to
the PrintAmerica merger, disclosed the existence of these corporate guaranties.
These guaranties were subsequently released by the financial institutions which
were the beneficiaries thereof. The Company may be subject to claims based on
alleged securities laws violations and such actions may be initiated by the
federal authorities, state authorities, or certain persons who bought or sold
the Company's securities during the relevant time period. No conclusion can be
reached as to what impact, if any, these inquiries may have on the Company or
its operations. As previously reported in the Company's Form 8-K dated August 2,
2000, the Company is the subject of a continuing informal inquiry by the
Southeast Regional Office of the Securities and Exchange Commission (the "SEC
Regional Office"). The SEC Regional Office's inquiry is confidential and should
not be construed as an indication by the staff of that office that any violation
of law has occurred, or as a reflection upon any person, entity or security that
may be involved. The Company has provided certain documentary evidence to the
SEC in this regard. In January 2001, the SEC issued a formal order of private
investigation in connection with its investigation of the Company. The Company
expects to settle this matter without civil penalty or fine; however, there


                                       7
<PAGE>

NEXPUB, INC.

Notes to Financial Statements
June 30, 2001


can be no assurance that this will occur. The Company has submitted an offer of
settlement to the SEC which includes a minimum sanction whereby the Company
agrees not to violate certain federal securities laws in the future. This
settlement offer is presently pending before the SEC for its review and final
approval.


NOTE G - GUARANTIES AND LITIGATION MATTERS

Subsequent to its merger with PrintAmerica, the Company's prior management
became aware that PrintAmerica had guaranteed up to $7,500,000 in obligations of
National Lithographers and Publishers, Inc., a wholly owned subsidiary of
National Holding (defined below) ("National Lithographers") to First Southern
Bank (the "Bank"). In January 2000, the Company had also guaranteed this
indebtedness to the Bank. In March 2000 the underlying indebtedness secured by
these guaranties went into default and there were insufficient assets of
National Lithographers to satisfy the debt. Subsequently, National Lithographers
filed for an assignment for the benefit of creditors. PrintAmerica had also
guaranteed the obligations of National Holding Company, Inc., a company owned by
the Rogatinskys ("National Holding") to Merrill Lynch. On March 15, 2000,
National Holding's indebtedness to Merrill Lynch of approximately $1,045,000 was
in default and Merrill Lynch instituted a lawsuit against the borrowers and all
the guarantors including PrintAmerica (and by operation of law of the Company)
to collect the amount owed. In June 2000, the Company, the Rogatinskys, Merrill
Lynch and the Bank settled their disputes and the Company obtained a release
from Merrill Lynch and the Bank with respect to the guaranties and dismissal of
the Merrill Lynch action as against the Company.

As of this date, pursuant to the settlement:

         (a) All shares of the Company's common stock owned by the Rogatinskys,
their families and related entities are pledged to the Bank and the Company was
assigned a second priority lien on the same; the Bank has a first priority lien
on the shares repurchased by, or otherwise returned to the Company in (b), (c),
(d) and (h) below.

         (b) The Company has purchased 12,361,111 shares of its common stock for
$1,112,500 ($0.09 per share) from the Rogatinskys. The proceeds received by the
Rogatinskys from the sale of these shares were paid to Merrill Lynch and the
Bank. Such shares are classified as treasury stock in the accompanying balance
sheet.

         (c) The Rogatinskys have agreed to personally satisfy the balance owed
to Merrill Lynch; the Company was released from any further obligation. On or
before June 30, 2001, the Rogatinskys, at their option, may sell to the Company
that number of shares required (based on a formula described below) to generate
proceeds of $142,500 on June 30, 2001, and the proceeds from this transaction
will be paid directly to Merrill Lynch. The price per share with respect to each
such sale will be the lower of $0.09 per share, or the then current market price
per share.

         (d) The Company purchased a printing press from National Lithographers
(and obtained an assignment of the lien from Merrill Lynch) for $225,000. In
June 2000 the Company sold the press for net proceeds of approximately $56,000
which it received in October 2000. The Rogatinskys are obligated to cover the
loss of $169,000 which, at the Company's option, by either (i) transferring to
the Company such additional number of shares of the Company's common stock at
the lesser of $0.09 per share, or one-half of the then current market price per
share to make up the loss, or (ii) under certain circumstances, selling enough
shares to generate proceeds sufficient to pay the loss. This amount is included
in treasury stock. On March 20, 2001, the Company directed the Rogatinskys to
transfer 7,210,205 shares of the Company's common stock to the Company in order
to satisfy the loss described above. As of the filing of this Report, such
shares have not been transferred.

         (e) In order to provide certain anti-dilution protection to the Bank
with respect to the shares pledged to it by the Rogatinskys, the Company has
agreed to issue additional shares of common stock to the Rogatinskys if (i) the
Company sells (in certain circumstances) its common stock for less than $.30 per
share, and (ii) if, at the time of such issuance, the Company's common stock
trades for less than $.30 per share. These additional shares will be issued only


                                       8
<PAGE>


NEXPUB, INC.

Notes to Financial Statements
June 30, 2001


as collateral to secure the Bank's position and will also be subject to the
pledge (described in (a) above); the Rogatinskys will not have any voting
control thereof, and when and if the Rogatinskys' indebtedness is repaid to the
Bank, the shares issued pursuant to this anti-dilution protection will be
returned to the Company.

         (f) The Company issued to the Bank two-year warrants to purchase
5,000,000 shares of the Company's common stock at $0.30 per share. These
warrants were valued at $2,150,000 using the Black-Scholes pricing model and
recorded as a `fair value of warrants issued' charge during the quarter ended
June 30, 2000.

         (g) The shares pledged to the Bank by the Rogatinskys are initially
restricted from sale for a period of one year. Thereafter, such shares may be
liquidated by the Bank pursuant to terms of the settlement agreement which
limits the number of shares the Bank may sell in each 90-day period to that
number of shares which represents in value up to 25% of the outstanding
principal balance of the indebtedness (plus accrued interest and expenses) of
the Rogatinskys to the Bank. Additionally, daily sales by the Bank may not
exceed 5% of the average daily trading volume of the Company's common stock over
the preceding 20 business days. The Rogatinskys and the Company have a right of
first refusal with respect to the sale by the Bank of the pledged common stock.

         (h) All of the shares issued to the sellers in connection with the
acquisition of PrintAmerica (see Note A) have been returned to the Company, in
exchange for the special release of the sellers of PrintAmerica to the Company.
Such shares are included in treasury stock in the accompanying balance sheet.

         (i) Effective June 8, 2000, the Rogatinskys resigned as officers and
directors of the Company.

         (j) All amounts payable by the Company pursuant to stockholder loans
(totaling $1,263,000) and due to affiliate (totaling $51,000) were contributed
to the capital of the Company in June 2000.

         (k) The Company obtained releases from all of the parties to the
omnibus settlement described above.


NOTE H - IMPAIRMENT LOSS

During the quarter ended June 30, 2001, the Company recorded a noncash
impairment loss of $184,000 related to a write-down of intangible assets
(goodwill and non-compete agreements) recorded on acquisitions. Future cash
flows is estimated to be less than the carrying value of such intangible assets,
and therefore an impairment loss has been recognized. As of June 30, 2001 there
is no carrying value remaining for intangible assets.


NOTE I - OBLIGATION UNDER GUARANTEES

Obligations under guarantees, amounting to $1,176,000, represents the fair value
of the treasury stock on hand and common stock the Company expects to receive
and which the Bank has a first priority lien on. The Company recognized a charge
for such amount in the year ended December 31, 2000, since it appeared more
likely than not that the Bank would demand delivery of all pledged shares.


                                       9
<PAGE>


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

The Management's Discussion and Analysis of Financial Condition and Results of
Operations included herein should be read in conjunction with the Condensed
Financial Statements and Notes to Financial Statements of the Company included
in Item 1. above. Our Financial Statements have been prepared in accordance with
generally accepted accounting principles in the United States.

The financial information in Management's Discussion and Analysis of Financial
Condition and Results of Operations refers to continuing operations.

We are a web-based provider of end-to-end printing and publishing management and
production services. Our customer focus is purchasers of business communications
and the manufacturers who supply those services. We offer customers access to a
private customized secure website containing a digital catalog of corporate
branding material and marketing products which allows them to create custom
printed materials on-demand and fulfilled to their required destination. The web
environment we created is the CorporatePrintCenter ("CPC"). The CPC employs
graphic on the fly technology which enables users to see an image of their print
order, make modifications and see those updated in real time, select quantity,
request turn-around time and establish delivery instructions.

We provide software and services developed to streamline the design, production,
delivery and management of business communications. Our services are focused
towards executive management including CEOs, CFOs, and heads of marketing and
purchasing departments. Our target markets include financial services,
investment banking, franchise systems, legal and accounting firms, marketing and
services organizations, travel and leisure companies, and the automotive and
real estate selling industries. With the CPC and our printing facility, our
customers can have a centralized website for the procurement and management of
business communications while receiving possible cost savings in the printing of
those products. The efficiencies that we provide with the CPC and our low
printing production costs can provide companies significant savings in their
printing expenses.

During the first quarter of 2001, we developed our CPC technology to allow: (i)
clients to interface with third party printers (other than NexPub); and (ii)
other printers or clients to build their own CPCs. By the end of the second
quarter of 2001, we developed the technology to allow individual stock carrying
units ("SKUs") on the CPC to be "tagged" to different fulfillment centers. We
expect that these technological developments will allow us to offer the CPC
software and the capabilities described above, on a licensed basis to
enterprises who wish to use other printers or to printers who wish to offer the
CPC technology to their clients. Although we anticipate seeking additional
licensing opportunities, we will continue to pursue direct accounts. The revenue
that may be generated from the licensing of the software includes subscription
fees, usage fees and license fees.

Recent Events
-------------

During the last several months, the Company has reoriented its sales and
marketing strategy. The Company's initial release of CPC, in the first quarter
of 2001, was a technology platform designed to offer enterprise clients the
ability to manage their printing and publishing using our web-based interface
with NexPub as the printer. The target client employed 200-300 people and had an
annual print budget of $150,000. We believe that by using the CPC, clients could
save on their print costs and create more efficiency and controls. As we called
on many potential clients in the target group, we began to recognize that many
clients did not believe that the savings and efficiency were compelling enough
for them to change printers and institute a new system throughout their company.
Also, a substantial portion of our target financial clients, small to midsize
underwriters, printing private placement documents and associated documents saw
significant drop-off in their capital raising efforts and their business, which
directly impacted their printing needs and our sales strategy.

As a result of these experiences and the dynamics of the marketplace, NexPub
developed its CPC versions 2.0 and 3.0 to meet a new set of strategic criteria.
CPC 3.0 gives other printers the ability to create and manage CPC's for their
clients and allows these printers full control over the fulfillment of print
orders for their customers. Additionally, large enterprise clients can license
the CPC technology to build and manage their own print process with multiple
printers and attach different fulfillment centers (printers) to different
products. In this way, the enterprise client can control their own web-based
interface and not rely on any single printer who may control the interface.


                                       10
<PAGE>

As a result of these later generation technology capabilities the Company began
to seek several new strategies:

(i)      NexPub began segmenting its technology offering to large Fortune 1000
         enterprise clients. By segmenting the offering, NexPub was able to
         attempt to address the needs of these Fortune 1000 clients which have
         sophisticated infrastructures and may require only part of our
         offering. The technology offerings of NexPub often have to be presented
         to three or four different departments or management groups in large
         enterprises. We believe the CPC provides a technology for Fortune 1000
         companies which are seeking a solution to manage business cards,
         corporate stationary, envelopes and other corporate identity materials
         but may not recognize a need for our other management solutions.

(ii)     NexPub has begun marketing the CPC as a technology solution for
         marketing organizations, printers and large enterprise clients. Under
         this strategy we do not present ourselves as "printers", but offer the
         CPC as a web-based solution for managing both simple and unique
         printing, publishing and marketing initiatives. The Company has
         initiated a direct mail campaign to mid-size printers. The strategy is
         to offer the CPC to printers which do not have IT staff or do not have
         the infrastructure to develop sophisticated web-to-print capabilities.
         Many mid-size printers are faced with the challenge of offering web to
         print solutions to their few large corporate clients but do not have
         the capability to develop their own. The technology gives these
         printers the ability to create CPC's for their corporate clients and
         allows printers complete control over the fulfillment of print orders
         from their customers. We will build the CPC's for these printers or, if
         they have sophisticated prepress managers, we will train the printers
         to build their own CPC. We will receive a fee for training, hosting,
         monthly subscription and each for transaction that which uses the CPC.

         Our offering to large marketing organizations allows marketing
         consultants, advertising agencies and internal sales and marketing
         departments to integrate a customized marketing solution using our
         digital library and variable data templating solution to provide
         customized marketing material for their sales force, distributors and
         clients. In these cases, the NexPub marketing solution can be
         integrated into a multi-platform marketing program. The rapidly
         evolving marketing strategy of customized, targeted marketing often
         requires the capability for sales organizations to provide variable
         data solutions within the confines of pre-approved formats, images,
         text or templates.

         Under this model, NexPub is compensated for designing, building and
         hosting the CPC. We are also paid a minimum monthly subscription fee
         and receive a fee for each transaction which takes place using the CPC.
         We believe this is a "scalable" business model in that the CPC can be
         integrated into existing marketing strategies, clients do not have to
         elect to change printers and we often provide a cost effective solution
         to an evolving segment of customized marketing.

(iii)    NexPub is seeking strategic partners, a strategic investment or
         possible business combinations with large printers in the United
         States. In pursuit of this objective, NexPub has had meetings with
         several of the top ten printers in the U.S. The strategic objective is
         to create a partnership with a large printer with a national sales
         force which will offer our CPC to their clients. The strategic
         relationship may be a "private label" technology for the print partner
         or possible a committed strategic relationship.


Results of Operations
---------------------

Sales were $462,000 and $626,000 during the three months ended June 30, 2001 and
2000, respectively. Sales were $1,043,000 and $1,296,000 during the six months
ended June 30, 2001 and 2000, respectively. During the 2001 period, a
significant amount of management's time continued to be devoted to efforts to
resolve issues related to certain guaranties and litigation matters (see Notes F
and G of Notes to Financial Statements), and we have continued to devote a
substantial amount of time and resources to implementation of our website and
Internet strategy. Additionally, during the 2001 period we declined certain
printing work which we expected would not be profitable, and we no longer
generate sales from walk-in business at our current location where the Company
moved to during the fourth quarter of 2000.

Cost of Sales was $389,000 (84.2% of sales) and $523,000 (83.5% of sales) during
the three months ended June 30, 2001 and 2000, respectively. Cost of Sales was
$807,000 (77.4% of sales) and $956,000 (73.8% of sales) during the


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<PAGE>


six months ended June 30, 2001 and 2000, respectively. A certain portion of such
costs are fixed in nature, including cetain payroll costs. The decrease in
revenue from 2000 to 2001 unfavorably impacted cost of sales as a percentage of
revenue.

Stock based compensation expense was $629,000 and $252,000 during the three
months ended June 30, 2001 and 2000, respectively. Stock based compensation
expense was $1,258,000 and $252,000 during the six months ended June 30, 2001
and 2000, respectively. Such expense relates to amortization of employment
related warrants and options granted during the year ended December 31, 2000.

Software development expenses were $256,000 and $97,000 during the three months
ended June 30, 2001 and 2000, respectively. Software development expenses were
$528,000 and $200,000 during the six months ended June 30, 2001 and 2000,
respectively. Such costs relate to development of our web site and Internet
strategy. Included in such expenses during the 2001 period was a non-cash charge
of $23,000 relating to the value placed on warrants issued to certain outside
vendors that provided services to us.

Selling, general and administrative ("SG&A") expenses were $382,000 and $972,000
during the three months ended June 30, 2001 and 2000, respectively. SG&A
expenses were $954,000 and $1,753,000 during the six months ended June 30, 2001
and 2000, respectively. We incurred a significant amount of non-recurring
professional fees during 2000 relating to litigation matters. Additionally, we
have reduced or eliminated certain management salaries during 2001.

The Company recorded a charge of $184,000 during the three and six months ended
June 30, 2001 relating to the impairment of long-lived assets.

The Company recorded a charge classified as fair value of warrants issued
amounting to $9,990,000 during the three and six months ended June 30, 2000.
This charge relates to warrants issued to a bank and warrants sold.

During the three and six months ended June 30, 2001, we had a net loss of
$1,382,000, or $.01 basic and diluted loss per share, and a net loss of
$2,683,000, or $.03 basic and diluted loss per share, respectively. During the
three and six months ended June 30, 2000, we had a net loss of $11,218,000, or
$.43 basic and diluted loss per share, and a net loss of $11,893,000, or $.49
basic and diluted loss per share, respectively.

Liquidity and Capital Resources
-------------------------------

Net cash used in operating activities was $1,339,000 during the six months ended
June 30, 2001. The components include a net loss of $2,683,000 and decreased
cash of $180,000 resulting from changes in operating assets and liabilities,
offset by depreciation and amortization expenses of $59,000, a non-cash
impairment of long-lived assets charge of $184,000, a non-cash charge to stock
based compensation charge of $1,258,000, a non-cash charge of $23,000 related to
warrants issued for services.

Net cash used for investing activities was $53,000 during the six months ended
June 30, 2001, relating to purchases of property and equipment.

Net cash used in financing activities was $95,000 during the six months ended
June 30, 2001, relating to principal repayments under notes payable and capital
lease obligations.

At June 30, 2001, we had a working capital deficit of $1,318,000. We had cash of
approximately $88,000.00 as of August 17, 2001. We have continued to experience
significant negative cash flows and we do not have immediate access to funds. We
expect to require approximately $40,000 per month to conduct our business in its
present ordinary course. Additionally, we expect to incur minimum cash
expenditures of approximately $220,000 during the remainder of 2001 relating to
continuing development of our technology. We will not be able to continue to
operate without substantial cost reductions unless additional equity financing
is obtained; however, there is no assurance that additional capital will be
available to us on acceptable terms. If funding is not obtained, we will be
required to liquidate certain assets to meet these funding requirements. If
positive operating results are not achieved within the next few months, and if
capital resources are not available on terms acceptable to us, we intend to
reduce expenditures so as to minimize our requirements for additional financial
resources. Such measures may include reduction of our technology costs during
the remainder of 2001 and restructuring various employee compensation


                                       12
<PAGE>

packages. Although we expect revenue from our new product lines to increase in
the future, there can be no assurance that we will be able to generate
internally or raise sufficient funds to continue our operations.


Forward Looking Statements

Except for historical information contained herein, certain matters discussed
herein are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, that address future
activities, events or developments, including such things as the prompt and
satisfactory resolution of governmental inquiries regarding certain historical
financial and other corporate disclosures, future revenues, website and product
development and market acceptance thereof, production and office consolidation
and relocation, responses from competitors, capital expenditures (including the
amount and nature thereof), business strategy and measures to implement
strategy, competitive strengths, goals, expansion and growth of our business and
operations, plans, references to future success and other such matters, are
forward-looking statements. The words "anticipates", "believes", "estimates",
"expects", "plans", "intends", "should", "seek", "will", and similar expressions
are intended to identify these forward-looking statements, but are not the
exclusive means of identifying them. These statements are based on certain
historical trends, current conditions and expected future developments as well
as other factors we believe are appropriate in the circumstances. However,
whether actual results will conform to our expectations and predictions is
subject to a number of risks and uncertainties that may cause actual results to
differ materially, including, our ability to generate a positive cash flow in
the new term, the availability of capital sources on economically reasonable
terms, our success or failure to implement our business strategy, our ability to
market successfully our on-line printing and publishing concept, changes in
consumer demand, changes in general economic conditions, the opportunities (or
lack thereof) that may be presented to and pursued by us, changes in laws or
regulations, changes in technology, the rate of acceptance of the Internet as a
commercial vehicle, competition in the Internet printing and publishing business
and other factors, many of which are beyond our control. Consequently, all of
the forward-looking statements made in this Report are qualified by these
cautionary statements and there can be no assurance that the actual results we
anticipate will be realized or, even if substantially realized, that they will
have the expected consequences to or effects on us or our business or
operations. We assume no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.





                                       13
<PAGE>


                                     PART II
                                OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

None.


(b)   REPORTS ON FORM 8-K

None.





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<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               NEXPUB, INC.



Date: August 20, 2001                          By: /s/ NEAL J. POLAN
                                                       Neal J. Polan
                                                       Chief Executive Officer


Date: August 20, 2001                          By: /s/ ROBERT NORRIS
                                                       Robert Norris
                                                       Chief Financial Officer



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