<PAGE>
                                  UNITED STATES
                       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 quarter ended March 31, 2002

                                       or

[ ]      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 0-25007

                           FULLCOMM TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                            <C>
                       Delaware                                                    65-0656268
            (State or other jurisdiction of                                     (I.R.S. Employer
            incorporation or organization)                                     Identification No.)

                      6 Hawk Road
               Lawrenceville, New Jersey                                              08648
       (Address of principal executive offices)                                    (Zip Code)
</TABLE>

                                 (609) 730-9900
              (Registrant's telephone number, including area code)


                 (Former address, if changed since last report)


         Check whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes |X| No | |

         As of May 20, 2002, there were 8,583,189 shares of the Registrant's
common stock, par value $.0001 per share, issued and outstanding.
<PAGE>
                           FULLCOMM TECHNOLOGIES, INC.
                 MARCH 31, 2002 QUARTERLY REPORT ON FORM 10-QSB
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               Page Number

<S>                                                                            <C>
        Special Note Regarding Forward Looking Statements ...............           3

                                PART I - FINANCIAL INFORMATION

Item 1. Financial Statements ............................................           4
Item 2. Plan of Operation ...............................................          13

                                   PART II - OTHER INFORMATION

Item 1. Legal Proceedings................................................          14
Item 6. Exhibits and Reports on Form 8-K.................................          14
</TABLE>


                                       2
<PAGE>
                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         To the extent that the information presented in this Quarterly Report
on Form 10-QSB for the quarter ended March 31, 2002, discusses financial
projections, information or expectations about our products or markets, or
otherwise makes statements about future events, such statements are forward-
looking. We are making these forward-looking statements in reliance on the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Although we believe that the expectations reflected in these forward-looking
statements are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements. These risks and uncertainties are described, among
other places in this Quarterly Report, in "Plan of Operation".

          In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward- looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.


                                       3
<PAGE>
         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<S>                                                                                    <C>
    Report of Reviewing Independent Accountant..................................        5
    Consolidated Balance Sheet as of March 31, 2002 and December 31, 2001.......        6
    Consolidated Statements of Operations
         for the three months ended March 31, 2002 and 2001 ....................        7
    Consolidated Statement of Stockholders' Equity (Deficit)....................        8
    Consolidated Statements of Cash Flows
         for the three months ended March 31, 2002 and 2001 ....................        9
    Notes to Consolidated Financial Statements..................................       10
</TABLE>


                                       4
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Directors of Fullcomm Technologies, Inc.(a development
stage company)

I have reviewed the accompanying consolidated balance sheet of Fullcomm
Technologies, Inc. (a development stage company) as of March 31, 2002, and the
related consolidated statements of operations and of cash flows for the
three-month periods ended March 31, 2001 and 2002. These financial statements
are the responsibility of the Company's management.

I have conducted my review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, I do not express such an opinion.

Based on my review, I are not aware of any material modifications that should be
made to the accompanying consolidated interim financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.

I previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of December 31, 2001, and the related
consolidated statements of operations, of changes in shareholders' equity and of
cash flows for the year then ended (not presented herein), and in my report
dated April 15, 2002, that was prepared assuming that Fullcomm Technologies,
Inc. (a development stage company) will continue as a going concern. As more
fully described in Note 2, the Company has incurred operating losses since the
date of inception and requires additional capital to continue operations. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans as to these matters are described in Note 2.
The financial statements do not include any adjustments to reflect the possible
effects on the recoverability and classification of assets or the amounts and
classifications of liabilities that may result from the possible inability of
Fullcomm Technologies, Inc. (a development stage company) to continue as a going
concern. In my opinion, the accompanying balance sheet information as of
December 31, 2001, is fairly stated, in all material respects in relation to the
balance sheet from which it has been derived.


/s/Thomas Monahan
-------------------------------------------
Thomas Monahan, Certified Public Accountant
Paterson, New Jersey
May 15, 2002


                                       5
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                       December 31,    March 31,2002
                                                           2001          Unaudited
                                                       -----------      -----------
<S>                                                    <C>              <C>
ASSETS

Current assets
   Cash ..........................................     $       823      $       785
                                                       -----------      -----------
   Total current assets ..........................             823              785

Furniture and equipment, net of accumulated
  depreciation ...................................           9,887            9,214

Other assets
   Patent costs ..................................          15,145           15,145
                                                       -----------      -----------
Total other assets ...............................          15,145           15,145
                                                       -----------      -----------
      TOTAL ASSETS ...............................     $    25,855      $    25,144
                                                       ===========      ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses ............     $   529,252      $   584,692
Loan Payable .....................................         228,875          233,875
                                                       -----------      -----------

      Total Current Liabilities ..................         758,127          818,567

STOCKHOLDERS' DEFICIT:

Preferred stock, 5,000,000 shares,  $0.001 par
  value, authorized; no shares issued ............              --               --
Common stock, 20,000,000 shares, $0.0001 par .....
  value, authorized; at December 31, 2001 and
  March 31, 2002 there are 8,583,189 and
  8,583,189 shares issued and outstanding
  respectively ...................................             859              859
  Capital in excess of par .......................       2,160,869        2,160,869
  Deficit accumulated during the development stage      (2,821,077)      (2,955,151)
Deferred compensation ............................         (72,923)             -0-
                                                       -----------      -----------

   Total Stockholders' Deficit ...................        (732,272)        (793,423)
                                                       -----------      -----------

   TOTAL LIABILITIES AND STOCKHOLDERS'
      DEFICIT ....................................     $    25,855      $    25,144
                                                       ===========      ===========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


                                       6
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                    UNAUDITED


<TABLE>
<CAPTION>
                                                                            For the
                                                                          period from
                                                                          inception on
                                        For the three    For the three     January 15,
                                           months           months            1999,
                                           ended            ended            through
                                         March 31,         March 31,         March 31,
                                           2001              2002              2002
                                         -----------      -----------      -----------

<S>                                      <C>              <C>              <C>
Revenue ............................     $        --      $        --      $        --

Costs of goods sold ................              --               --               --
                                         -----------      -----------      -----------
Gross profit .......................              --               --               --

Operating Expenses:
    General and administrative .....          27,635           26,685        1,155,538
    Deferred compensation ..........         109,374           72,923          875,000
    Stock issued for services ......                                           110,000
    Research and development .......          21,967           28,794          785,958
    Depreciation expense ...........             734              674            7,003
                                         -----------      -----------      -----------

Total Operating Expenses ...........         159,710          129,076        2,933,499

Loss from operations ...............        (159,710)        (129,076)      (2,933,499)

Other Income and Expense:
Interest and dividend income .......             122                2           15,875
Interest expense ...................          (5,250)          (5,000)         (37,527)
                                         -----------      -----------      -----------

Total other income (loss) ..........          (5,128)          (4,998)         (21,652)

Net Income (Loss) ..................     $  (164,838)     $  (134,074)     $(2,955,151)
                                         ===========      ===========      ===========

Basic and diluted net loss per share     $     (0.02)     $     (0.02)
                                         ===========      ===========
Basic and diluted weighted average
number of shares outstanding .......       8,583,189        8,538,189
                                         ===========      ===========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


                                       7
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                        CONDENSED CONSOLIDATED STATEMENT
                        OF STOCKHOLDERS' EQUITY (DEFICIT)
            FROM INCEPTION ON JANUARY 15, 1999 THROUGH MARCH 31, 2002
            ---------------------------------------------------------

<TABLE>
<CAPTION>

                                        Common Stock             Capital in
                              ----------------------------       Excess of       Accumulated        Deferred
                                  Shares           Amount        Par Value         Deficit        Compensation       Total
                              -----------      -----------      -----------      -----------      -----------      -----------

<S>                             <C>            <C>              <C>              <C>              <C>              <C>
Issuance of common stock        4,500,000      $       450      $    59,550      $        --      $        --      $    60,000

Issuance of common stock
  for cash                        517,124               52        1,090,184               --               --        1,090,236

Issuance of common stock
  in reverse  merger            3,000,000              300             (300)              --               --               --

Issuance of common stock
  for consulting services         350,000               35          874,965               --         (510,420)         364,580

Issuance of common stock
  for stockholder's loan            5,000                1           26,491               --               --           26,492

Issuance of common stock
  for Placement and
  Merger Fees                     118,433               12              (12)              --               --               --

Issuance of common stock
  for Services                     92,632                9          109,991               --               --          110,000

  Net loss                             --               --               --       (2,032,323)              --       (2,032,323)
                              -----------      -----------      -----------      -----------      -----------      -----------

Balance at
  December 31, 2000             8,583,189      $       859      $ 2,160,869      $(2,032,323)     $  (510,420)     $  (381,015)


Write down of deferred
  compensation                                                                                        437,497          437,497

Net loss                                                                            (788,754)                         (788,754)
                              -----------      -----------      -----------      -----------      -----------      -----------

Balance at
  December 30, 2001             8,583,189      $       859      $ 2,160,869      $(2,821,077)     $   (72,923)     $  (732,272)
                              ===========      ===========      ===========      ===========      ===========      ===========

Write down of deferred
  compensation                                                                                         72,923           72,923

Net loss                                                                            (134,074)                         (134,074)
                              -----------      -----------      -----------      -----------      -----------      -----------

  Balance at
    March 31, 2002              8,583,189      $       859      $ 2,160,869      $ 2,955,151      $         0      $  (793,423)
                              ===========      ===========      ===========      ===========      ===========      ===========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


                                       8
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                    UNAUDITED


<TABLE>
<CAPTION>
                                                                                                                    For the
                                                                                                                     period
                                                                                                                      from
                                                                                                                    inception
                                                                                 For the            For the            on
                                                                                  three              three         January 15,
                                                                                  months             months           1999,
                                                                                  ended              ended           through
                                                                                March 31,          March 31,        March 31,
                                                                                   2002               2001             2002
                                                                                -----------      -----------      -----------
<S>                                                                             <C>              <C>              <C>
Cash flows used in operating activities:
Net loss ..................................................................     $  (134,074)     $  (164,808)     $(2,955,151)

Adjustments to reconcile net loss to net cash used in operating activities:
Deferred compensation .....................................................          72,923          109,374          875,000
Stock Issued for Services .................................................              --               --          110,000
Depreciation ..............................................................             674              734            7,003
Interest expense ..........................................................           5,000            5,050           33,875
Increase (decrease) in operating assets:
Increase in operating liabilities:
Accounts payable and accrued expenses .....................................          55,439           47,334          584,691
                                                                                -----------      -----------      -----------
Net cash used in operating activities .....................................             (38)          (2,316)      (1,344,582)
                                                                                -----------      -----------      -----------

Cash flows from investing activity:

Patent costs ..............................................................              --             (880)         (15,145)
Purchase of furniture and equipment .......................................              --               --          (16,216)
                                                                                -----------      -----------      -----------
                                                                                         --             (880)         (31,361)
Cash flows provided by financing activity:

Proceeds from issuance of common stock ....................................              --               --        1,150,236
Proceeds from notes payable ...............................................              --               --          500,000
Repayment of notes payable ................................................              --               --         (300,000)
Proceeds from loan from shareholder .......................................              --               --           26,492
                                                                                -----------      -----------      -----------
Cash flows provided by financing activities: ..............................              --               --        1,376,728


Net decrease in cash ......................................................             (38)          (3,196)             785

Cash at beginning of period ...............................................             823            4,842               --
                                                                                -----------      -----------      -----------

Cash at end of period .....................................................     $       785      $     1,646      $       785
                                                                                ===========      ===========      ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for:
      Interest ............................................................     $     5,000      $        --
      Income taxes ........................................................     $        --      $        --
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


                                       9
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 1 - BASIS OF PRESENTATION

         The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations.

         In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments, consisting solely of
those which are of a normal recurring nature, necessary to present fairly its
financial position as of March 31, 2002, the results of its operations for the
three months ended March 31, 2001 and 2002, the results of its operations and
cash flows for the three-months ended March 31, 2002 and for the period from
inception on January 15, 1999 through March 31, 2002 and its operations and cash
flows for the period from inception on January 15, 1999 through March 31, 2002.

         Interim results are not necessarily indicative of results for the full
fiscal year.

         On September 20, 2000, the Company changed its name from Contessa
Corporation to Fullcomm Technologies, Inc.

         Fullcomm, a wholly-owned subsidiary of the Company, was incorporated on
May 13, 1999 and is the successor entity to Fullcomm, L.L.C., a New Jersey
limited liability company, which was formed on January 15, 1999. This transfer
was accounted for at historical cost in a manner similar to a pooling of
interest with the recording of net assets acquired at their historical book
value.

         The Company is a development stage company that was organized to
commercially exploit technology developed in connection with the secure
transmission of digital media and other data on the Internet.

NOTE 2 - LOSS PER SHARE

         Basic loss per common share is computed by dividing the loss by the
weighted average number of common shares outstanding during the period. During
the period from January 15, 1999 through March 31, 2002 there were no dilutive
securities outstanding. During the three- months ending March 31, 2002, shares
to be issued upon the exercise of options and warrants are not included in the
computation of loss per share as their effect is anti-dilutive.


NOTE 3 - SIGNIFICANT EVENTS

         1. In January 2000, the Company entered into a 2 year employment with
Richard Case, its then chief executive officer. The employment agreement
provided for a monthly salary of $10,000 per month, certain benefits including
health insurance, 4 weeks vacation,


                                       10
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


reimbursement for out of pocket expenses and the payment of 175,000 stock
options, each to purchase one share of common stock of the Company at $0.10 per
share. Mr. Case was terminated in May 2000. As of March 31, 2002, the Company is
negotiating a settlement of this agreement.

         2. On March 28, 2000, the Company consummated a private placement with
twelve investors pursuant to which such investors purchased an aggregate of
416,000 restricted shares of the Company's Common Stock, at a price per share of
$2.50, for an aggregate purchase price of $1,040,000. The Company paid placement
fees totaling $140,000 and received net proceeds from the placement of $900,000.
In connection with such private placement, the Company became obligated to
compensate RK Grace & Company, as its placement agent ("RK Grace"), and Grace
Securities, Inc., as its consultant ("Grace"). On April 28, 2000, RK Grace and
Grace agreed to reduce certain aspects of their respective fees relating to such
private placement and Merger. Subsequent to the end of the quarter, on July 21,
2000, the Company issued to (i) RK Grace and its designees an aggregate of
41,600 common stock purchase warrants at an exercise price of $2.75 per share
and to RK Grace an aggregate of 118,433 restricted shares of its Common Stock
and (ii) Grace an aggregate of 58,333 common stock purchase warrants at an
exercise price of $2.75 per share.

         As of March 31, 2002, the Company has reserved 218,366 shares of common
stock pending the exercise of these warrants.

NOTE 4 - INCOME TAXES

         The Company provides for the tax effects of transactions reported in
the financial statements. The provision if any, consists of taxes currently due
plus deferred taxes related primarily to differences between the basis of assets
and liabilities for financial and income tax reporting. The deferred tax assets
and liabilities, if any, represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of March 31, 2002, the Company had no
material current tax liability, deferred tax assets, or liabilities to impact on
the Company's financial position because the deferred tax asset related to the
Company's net operating loss carry forward and was fully offset by a valuation
allowance.

         At March 31, 2002, the Company has net operating loss carry forwards
for income tax purposes of $2,955,151. These carry forward losses are available
to offset future taxable income, if any, and expire in the year 2010. The
Company's utilization of this carry forward against future taxable income may
become subject to an annual limitation due to a cumulative change in ownership
of the Company of more than 50 percent.

         The components of the net deferred tax asset as of March 31, 2002 are
as follows:


                                       11
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

<TABLE>
<S>                                                  <C>
Deferred tax asset:
    Net operating loss carry forward                 $  1,004,751
    Valuation allowance                              $ (1,004,751)
                                                     -------------
    Net deferred tax asset                           $        -0-
</TABLE>


         The Company recognized no income tax benefit for the loss generated for
the period from inception, January 15, 1999, to March 31, 2002.

         The Company recognized no income tax benefit from the loss generated
for the period from inception, January 15, 1999 to March 31, 2002. SFAS No. 109
requires that a valuation allowance be provided if it is more likely than not
that some portion or all of a deferred tax asset will not be realized. The
Company's ability to realize benefit of its deferred tax asset will depend on
the generation of future taxable income. Because the Company has yet to
recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided.


                                       12
<PAGE>
ITEM 2.   PLAN OF OPERATION

         The following discussion of our plan of operation for the next twelve
months should be read together with, and is qualified in its entirety by the
more detailed information, including the financial statements, appearing
elsewhere in this document. Our plan of operation for the next twelve months
involves:

            -     raising additional capital to support operations until
                  positive cash flow is generated; and

            -     completing development of our proof of concept prototype;

            -     developing sales and marketing plans to create sales and
                  distribution channels for our products;

            -     continuing our investment in research and development;

            -     entering into strategic alliances;

            -     acquiring businesses in related and unrelated fields.

         We have not yet achieved operating revenues and do not expect to
achieve revenues until we are able to complete development of our products. Our
activities to date have been principally devoted to product research and
development, prototype development, raising capital, developing marketing plans,
acquiring equipment and hiring management personnel. As of March 31, 2002 we had
a working capital deficit of $817,782. We do not require or anticipate making
any sales or purchases of plant or significant equipment during the next twelve
months.

         We anticipate that we will be able to continue to fund our current
operations on a very limited basis, in the near term, with capital provided by
management and without additional outside capital. However, in order to
effectively fund our research and development and commercialization efforts,
including, but not limited to, development and testing of the proof of concept
prototype, subsequent beta-testing and hiring of additional employees, it will
be necessary for us to raise substantial amounts of additional capital. If we
are unable to raise such capital, we may have to cease operations. There can be
no assurance that any such financing will, in fact, occur or be consummated.

         We are a development stage company. From our inception through the
present we have had no revenues. We have incurred losses each year since our
inception and had an accumulated deficit of $2,955,151 at March 31, 2002. We
expect to continue to incur losses for at least the next eighteen months from
expenditures on research, product development, marketing and administrative
activities.

         We do not expect to generate significant revenues from product sales
for at least the next eighteen months during which time we plan to continue to
engage in research and development activities. However, during the interim
period we may enter into licensing or other agreements with marketing and
distribution partners that may result in license fees and other related
revenues. No assurance can be given, however, that we will obtain the necessary
capital required for our proposed research and development activities or that it
such activities are undertaken that they will result in any commercially viable
products, or that any licensing or


                                       13
<PAGE>
other agreements with marketing and distribution partners will be entered into
by us and result in revenues. Our future success will depend on our ability to
raise needed capital and transform our research and development activities into
commercial products.


PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         We are engaged in a dispute with Richard T. Case, our former Chief
Executive Officer, over additional compensation allegedly due to him under his
January 28, 2000 employment agreement (the "Employment Agreement"). Mr. Case has
entered into settlement negotiations with us which we expect to conclude in the
near future by issuing to him approximately 30,000 shares of our common stock.
No assurance can be given however, that this matter will be settled and if
settled, that such settlement will involve the terms described herein.

         No other material legal proceedings are pending to which we or any of
our property is subject, and to our knowledge there are no threatened legal
proceedings.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

                  None.

         (b)      Reports on Form 8-K.

                  None.


                                       14
<PAGE>
                                   SIGNATURES

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



                                     FULLCOMM TECHNOLOGIES, INC.


Dated:   May 22, 2002                By: /s/Brendan G. Elliot
                                         -------------------------------------
                                         Brendan G. Elliot,
                                         President and Chief Executive Officer

Dated:   May 22, 2002                By: /s/Wayne H. Lee
                                         -------------------------------------
                                         Wayne H. Lee, Vice President and
                                         Chief Accounting Officer


                                       15