UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB

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

                      For the quarter ended March 31, 2001

                                       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)

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

110 West Franklin Avenue
Pennington, New Jersey                                                    08534
----------------------                                                    -----
(Address of principal executive offices)                             (Zip Code)

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

      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 March 1, 2001, there were 8,583,189 shares of the Registrant's
common stock, of par value $0.0001 issued and outstanding.


                                       1
<PAGE>

                          FULLCOMM TECHNOLOGIES, INC.
                 MARCH 31, 2001 QUARTERLY REPORT ON FORM 10-QSB
                               TABLE OF CONTENTS

                                                                     Page Number

         Special Note Regarding Forward Looking Information ..................3

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements ................................................4
Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations..............................................6
Item 3.  Quantitative and Qualitative Disclosures About Market Risk..........11

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings...................................................11
Item 2.  Changes in Securities and Use of Proceeds...........................11
Item 3.  Defaults Upon Senior Securities.....................................11
Item 4.  Submission of Matters to a Vote of Security Holders.................11
Item 5.  Other Information...................................................11
Item 6.  Exhibits and Reports on Form 8-K....................................11


                                       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, 2001, 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 "Management's
Discussion and Analysis of Financial Condition and Results of Operations".

      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

        Report of Reviewing Independent Accountant..........................F-1
        Consolidated Balance Sheet as of March 31, 2001.......................2
        Consolidated Statements of Operations
          for the three months ended March 31, 2001 and 2000 .................3
        Consolidated Statements of stockholders' equity (deficit) ............4
        Consolidated Statements of Cash Flows
          for the three months ended March 31, 2001 and 2000 .................5
        Notes to Consolidated Financial Statements............................6


                                       4
<PAGE>


ITEM 1. LEGAL PROCEEDINGS.

      1. In January, 2000, The Company entered into a 2 year employment
agreement with Richard Case as Chief Executive Officer for a monthly salary of
$10,000 per month, certain benefits including health insurance, 4 weeks
vacation, reimbursement for out of pocket expenses and 175,000 options to
purchase shares of common stock of the Company at $0.10 per share with
"piggyback" registration rights. In addition, if, in the eventuality a "Change
in Control" occurs, Mr. Case would be entitled to receive the difference between
moneys that he actually received upon termination and 2.99 times his base
amount. As of December 31, 2000, the Company has paid an aggregate of $10,762.
Mr. Case was terminated in May, 2000 and has converted his employment agreement
into a consulting agreement. As of March 31, 2001, the Company is negotiating a
settlement of this agreement.

      2. On April 28, 2000, the Company entered into a 2 year employment
agreement with Howard M. Weinstein as Chief Executive Officer for an annual base
salary of $130,000 along with certain fringe benefits including health
insurance, 4 weeks vacation and reimbursement of out of pocket expenses. Mr.
Weinstein terminated the employment agreement on October 31, 2000 and on January
10, 2001 entered into a Stipulation of Settlement agreement to mutually release
the parties from any further obligations.

      There is no other material litigation pending to which the Company is a
party or to which any of its property is subject.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

None

ITEM 5. OTHER INFORMATION.

Item 6. Exhibits and Reports on Form 8-K.

      (a) Exhibits.

      (b) Reports on Form 8-K.

          The Company filed a Form 8-K in February of 2001 changing their
          accountant back to Thomas P. Monaham after having replaced him in the
          spring of 2000 with Goldstein, Golub & Kessler.

                                       5
<PAGE>

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

OVERVIEW

      History and Organization

      Fullcomm Technologies, Inc. (the "Company") was formed on March 7, 1996
under the name "United Health Management, Inc." to operate as a managed health
care provider. On September 16, 1997, the board of the Company changed the
business of the Company to that of a holding company and subsequently changed
the name of the Company to "Contessa Corporation". Thereafter, on June 20, 2000,
pursuant to the Merger (as described below) the Company changed its name to
"Fullcomm Technologies, Inc." During September 1997, the Company acquired all of
the issued and outstanding shares of capital stock of Gastronnomia Bocca Di
Rosa, Inc. ("GBDR"), a Florida corporation, in order to make GBDR the basis of
its restaurant operations. After the development of the Company's restaurant
business proceeded behind schedule, the Company decided to abandon its
restaurant development efforts. Thereafter, on February 23, 2000, after several
contingencies and conditions were satisfied, the Company disposed of its
interest in GBDR and redeemed its shares of common stock which were issued as
consideration for GBDR.

      On January 28, 2000, the Company entered into an Agreement and Plan of
Merger that was amended and restated by an Amended and Restated Agreement and
Plan of Merger (the "Merger Agreement") by and among Fullcomm, Inc., a New
Jersey corporation and the successor entity to Fullcomm, L.L.C., a New Jersey
limited liability company ("Old Fullcomm"), Fullcomm Acquisition Corp.
("Fullcomm"), a Delaware corporation and wholly-owned subsidiary of the Company,
the principal stockholders of the Company and Old Fullcomm (the "Merger").
Pursuant to the Merger Agreement, Old Fullcomm was merged with and into Fullcomm
with Fullcomm continuing as the surviving entity under the name "Fullcomm, Inc."
and remaining a wholly-owned subsidiary of the Company. The Merger was completed
on March 1, 2000.

      Business of the Company

      The business of the Company is currently operated through Fullcomm. The
primary business of the Company is to commercially exploit technology developed
in connection with the secure transmission of digital media and other data on
the Internet. The Company's technology combines client-side security hardware,
server-side security software and party authentication software in order to
facilitate the secure transmission of any and all digital data via the Internet.

      The Company is a development stage enterprise. The Company has devoted the
majority of its efforts to research and development, prototype development,
production scheduling, sourcing inventory and its marketing program, acquiring
additional equipment, hiring management talent, inventory and working capital.
These activities have been funded by the Company's management and through the
private placements of its common stock. The Company has not yet generated any
revenues to fund its ongoing operating expenses, repay outstanding indebtedness
or entirely fund its research and product development activities. There can be
no assurance that development of the Company's products will be completed and
fully tested in a timely manner and within the budget constraints of management.
In addition, there can be no assurance that the Company's marketing research
will provide a profitable path to utilize the Company's marketing plans. The
Company believes that further investments into its technology and marketing
research will reduce the cost of development, preparation and processing of
purchases and orders by enabling the Company to effectively compete in the
electronic market place.

      The Company has completed a detailed schematic of its hardware device and
is in the final stages of completing its prototype. The delivery date of the
completed prototype is expected in 2001. The device, in conjunction with
proprietary server-side software, client-side software and party authentication
software is expected to achieve data protection while in transit and data


                                       6
<PAGE>

protection from duplication at the consumers' personal computer. The device will
have two distinct modes of operational security. The first mode will feature
security in which copyright protection is the major concern. In this mode, a
user would be able to view data, but would be barred from duplicating such data.
The second mode supports information sharing over public and private networks
and allows authorized users to access and manipulate data files which have been
decrypted at the hardware device.

      On May 30, 2000, the Company entered into an agreement with Intrinsix
Corporation ("Intrinsix"), a Westboro, Massachusetts-based design center with a
branch office located in Hazlet, New Jersey. Pursuant to the agreement,
Intrinsix will develop a proof-of-concept prototype, expected to be delivered in
2001. The Company intends to commence beta-testing of the proof-of-concept
prototype upon delivery by Intrinsix. The Company estimates that beta testing
will take four to six months. The Company expects that work will begin on the
end product concurrently with the Beta-testing. On September 29, 2000, the
Company renegotiated its contract with Intrinsix for a fixed price and the
issuance to Intrinsix of 92,632 shares of restricted common stock of the Company
totaling $110,000.

      The Company is currently looking for beta test sites that will verify the
proof-of-concept prototype in a practical applications environment. The size,
location, and industry of the beta sites have yet to be determined by the
Company. The Company, in conjunction with Bradmark, Inc., intends to identify
potential beta sites and enter into an agreement for one or more beta sites
before the end of the fourth quarter of this year.

      The Company has entered into a letter of intent with Creative Web
Solutions, Inc. ("CWS"), a subsidiary of Bradmark, Inc., a Houston, Texas-based
Internet/Network Security Applications distributor that provides technically
advanced security solutions to Fortune 500 and 1000 companies. Under the letter
of intent, CWS will market the Company's initial product for the
business-to-business applications sector.

      The Company anticipates revenues to be generated from licensed technology
products, transaction fees and information services delivered over the Internet,
private Intranets or other networks. The Company expects that its online
security system will be used to facilitate the distribution of information over
the Internet, including music, movies and television programming, books,
newspapers and periodicals, software, voice communication, legal and medical
records, and other areas of e-commerce, including financial transactions. The
Company also expects that its technology will be used to secure wireless voice
and data transmission.

      The Company expects to license its technology to future business partners
in order to build digital commerce services and applications. The Company also
intends to leverage such business partners' activities as they bring in their
business partners and customers. While the Company expects to receive initial
license fees from such business partners, the Company believes that its revenues
will eventually be derived primarily from transaction fees resulting from such
partners' and their customers' commercial deployment of the Company's
applications and services.

      Employees

      The Company currently has four employees. In the near future, the Company
anticipates the hiring of clerical, sales and marketing, and technical staff.

      Safe Harbor Statement

      Certain statements included in this Form 10-QSB, including, without
limitation, statements regarding the anticipated growth in the markets for the
Company's services, the continued development of the Company's technology, the
anticipated longer term growth of the Company's business, and the timing of the
projects and trends in future operating performance, are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. Such forward looking statements may be identified by, and
among other things, the use of forward-looking terminology such as "believes,"


                                       7
<PAGE>

"expects," "may," "will," "should," or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. The factors discussed herein and
others expressed from time to time in the Company's filings with the Securities
and Exchange Commission could cause actual results and developments to be
materially different from those expressed in or implied by such statements.

LIQUIDITY AND CAPITAL RESOURCES

      Overview

      The Company's cash balance was $1,646 and working capital deficit was
$(462,708) at March 31, 2001.

      As of March 31, 2001, the Company had a tax loss carry-forward of
$(2,197,171) to off-set future taxable income. There can be no assurance,
however, that the Company will be able to take advantage of any or all of such
tax loss carry-forward, if at all, in future fiscal years.

      Financing Needs

      To date, the Company has not generated any revenues. The Company has not
been profitable since inception, may incur additional operating losses in the
future, and may require additional financing to continue the development and
commercialization of its technology. While the Company does not expect to
generate significant revenues from the sale of products in the near future, the
Company may enter into licensing or other agreements with marketing and
distribution partners that may result in license fees or other related revenue.

      The Company expects its capital requirements to increase significantly
over the next several years as it commences new research and development
efforts, undertakes new product developments, increases its sales and
administration infrastructure and embarks on developing in-house business
capabilities and facilities. The Company's future liquidity and capital funding
requirements will depend on numerous factors, including, but not limited to, the
levels and costs of the Company's research and development initiatives and the
cost and timing of the expansion of the Company's sales and marketing efforts.

      On March 28, 2000, the Company consummated a private placement of its
common stock with twelve investors pursuant to which such investors purchased an
aggregate of 416,000 restricted shares of the Company's common stock, $0.0001
par value ("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 R.K. 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. 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.

      On August 4, 2000, the Company executed a $200,000 promissory note in
favor of Viking Investment Group II, Inc., a Delaware corporation ("Viking") in
exchange for a loan in the amount of $200,000 (the "Principal Amount") from
Viking to the Company. The Note provided that interest on the Principal Amount
accrue at the rate of 10.5% per annum. The Principal Amount and all accrued
interest were payable upon the earlier of (i) August 3, 2001 or (ii) the
consummation of an equity or debt financing by the Company in an amount equal to
or greater than $200,000. This loan was repaid on August 16, 2000.

      On August 16, 2000, the Company executed a $200,000 promissory note (the
"Note") in favor of Jenadosa Holdings, a British VI Corporation ("Jenadosa") in
exchange for a loan in the amount of $200,000 (the "Principal Amount") from
Jenadosa to the Company. The Note provides that interest on the Principal Amount


                                       8
<PAGE>

shall accrue at the rate of 10.5% per annum. The Principal Amount and all
accrued interest are payable upon the earlier of (i) August 3, 2001 or (ii) the
consummation of an equity or debt financing by the Company in an amount equal to
or greater than $200,000.

      The Company anticipates that it will be able to fund operations through
the middle of the fourth quarter of 2001. However, in order to fund its research
and development and commercialization efforts, including hiring of additional
employees, it will be necessary for the Company to seek to raise additional
capital through the issuance of securities of the Company during the fourth
quarter of 2001. The Company currently does not have any formal agreement or
understanding with any third party regarding any such offering of securities,
and there can be no assurance that any such offering will, in fact, occur or be
consummated. It is likely that the current stockholders will experience
significant and immediate dilution in their current ownership due to the
issuance of such securities. Additional financing will be required thereafter
which may, if and when consummated by the Company, cause further dilution of
ownership.

Results of operations for the year ended December 31, 2000

      The Company is a development stage company. From inception through March
31, 2001, the Company has had no revenues.

      The Company has incurred losses each year since inception and has an
accumulated deficit of $2,197,131 at March 31, 2001. The Company expects to
continue to incur losses over approximately the next two to three years from
expenditures on research, product development, marketing and administrative
activities.

      The Company's general and administrative costs aggregated approximately
$162,478, including deferred compensation expense of $109,374. These
expenditures represent salaries and payroll taxes of $12,609, telephone expense
of $713, professional fees of $14,783, rent of $713 and office and computer
expense of $4,874. The increase in general and administrative expenses, resulted
primarily from a significant increase in operating activities.

      Research and development expenses consist of professional salaries and
benefits and allocated overhead charged to research and development projects.
Research and development expenses during the three months ended March 31, 2001,
were $21,967. The increase in research and development expenses resulted
primarily from a significant increase in operating activities.

      The Company does not expect to generate significant revenues from product
sales for approximately the next two to three years during which the Company
will engage in significant research and development efforts. However, the
Company 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 such research and development
efforts will result in any commercially viable products, or that any licensing
or other agreements with marketing and distribution partners will be entered
into and result in revenues. The Company's future success will depend on its
ability to transform its research and development activities into
commercializable products.


                                       9
<PAGE>

The Company's ability to realize benefit of its deferred tax asset from its
losses presently incurred will depend on the generation of future taxable
income. Because the Company has yet to recognize any revenue from the sale of
its products, the Company believes that a full valuation allowance should be
provided.

      The Company recognized no income tax benefit for the loss generated for
the three months ended March 31, 2001. 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.

      The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this Quarterly
Report. Certain statements in this Quarterly Report which are not statements of
historical fact are forward-looking statements. See "Special Note Regarding
Forward-Looking Information" on Page 3.

      On March 1, 2000, the Company consummated a merger with Fullcomm
Inc., a digital security solutions provider. Prior to consummation of the merger
with Fullcomm, assets related to the restaurant business were returned to the
restaurant in return for cancellation of 562,500 shares in the Company. Our
principal assets currently consist of the encryption system we are developing to
safeguard user information on the Internet.

      The Company has not yet generated any revenues, but is ready to begin beta
testing its prototype of its encryption devices.


                                       10
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not
        Applicable.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      On August 23, 2000, Richard Case, the former Chief Executive Officer and
Director of the Company, was notified by the Company of his termination as a
consultant to the Company. On September 14, 2000, the Company received a letter
of representation from Mr. Case's counsel notifying the Company of his
resignation as a Director and that he had potential claims for certain payments
relating to his employment/consulting agreement with the Company. The Company
disputes the position taken by Mr. Case and is currently negotiating with Mr.
Case to resolve such dispute. While Mr. Case has not instituted a legal
proceeding based upon his claims, Mr. Case, through his counsel, has threatened
to submit such dispute to arbitration. In the event a legal proceeding with
respect to such dispute is initiated, the Company intends to defend any such
proceeding vigorously. The Company and Mr. Case have reached a tentative
agreement, mutually satisfying to both parties.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      None.

ITEM 3. DEFAULTS IN SENIOR SECURITIES

      None.

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

      None.

ITEM 5. OTHER INFORMATION

      None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.


                                       11
<PAGE>

(b) Reports on Form 8-K.

      On April 3, 2001, the Current Report on Form 8-K dated April 4, 2001,
regarding the change in the Company's Accountant.

                                   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, 2001                         By: /s/ BRENDAN G. ELLIOTT,
                                                    President


                                       12
<PAGE>

                               10Q Review Letter

                       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, 2001, and the
related consolidated statements of operations and of cash flows for the three
month periods ended March 31, 2000 and 2001. 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, 2000, 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 13, 2001, 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
Fullcom Technologies, Inc. (a development stage company) to continue as a going
concern. In my opinion, the accompanying balance sheet information as of
December 31, 2000, is fairly stated, in all material respects with relation to
the balance sheet from which it has been derived.


Thomas Monahan Certified Public Accountant
Paterson, New Jersey
May 8, 2001

<PAGE>

                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                         (A DEVELOPMENT STAGE COMPANY)

                      CONDENSED CONSOLIDATED BALANCE SHEET

                                                       December 31,   March 31,
                                                           2000          2001
                                                                      Unaudited
                                     ASSETS

Current assets
  Cash                                                $     4,842   $     1,646
                                                      -----------   -----------
  Total current assets                                      4,842         1,646

Furniture and equipment, net
of accumulated depreciation                                12,463        11,729

Other assets

  Patent costs                                             13,651        14,531
                                                      -----------   -----------
Total other assets                                         13,651        14,531
                                                      -----------   -----------
    TOTAL ASSETS                                      $    30,956   $    27,906
                                                      ===========   ===========

                LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses                    $204,096   $   251,229
Loan Payable                                              207,875       213,125
                                                      -----------   -----------
    Total Current Liabilities                             411,971       464,354

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, 2000
 and March 31, 2001 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                                     (2,032,323)   (2,197,131)
Deferred compensation                                    (510,420)     (401,045)
                                                      -----------   -----------
  Total Stockholders' Deficit                            (381,015)     (436,448)
                                                      -----------   -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $    30,956   $    27,906
                                                      ===========   ===========

            See Notes to Condensed Consolidated Financial Statements.


                                      -2-
<PAGE>

                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                         (A DEVELOPMENT STAGE COMPANY)

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   UNAUDITED

                                                 For the period  For the period
                                                 from inception  from inception
                                      For the     January 15,    on January 15,
                                    three months    through       1999, through
                                     March 31,      March 31,       March 31,
                                        2001          2000            2001
                                    -----------  --------------  --------------

Revenue                             $      --    $       --        $      --

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

Operating Expenses:
  General and administrative          162,478        27,605          829,575
  Deferred compensation               109,374                        473,954
  Stock issued for services                                          110,000
  Research and development             21,967        46,998          778,180
  Depreciation expense                    734                          4,487
                                    ---------    ----------      -----------
Total Operating Expenses              159,680       209,476        2,196,196

Loss from operations                 (159,680)     (209,476)      (2,196,196)

Other Income and Expense:
Interest and dividend income              122           498           15,842
Interest expense                       (5,250)       (2,263)         (16,777)
                                    ---------    ----------      -----------
Total other income (loss)              (5,128)       (1,765)            (935)

Net Income (Loss)                   $(164,808)    $(211,241)     $(2,197,131)
                                    =========    ==========      ===========

Basic and diluted net loss
per share.....................      $   (0.02)   $    (0.03)
                                    ==========   ==========

Basic and diluted weighted
average number of shares
outstanding...................       8,583,189    7,061,489
                                    ==========   ==========

           See Notes to Condensed Consolidated Financial Statements.


                                      -3-
<PAGE>

                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                         (A DEVELOPMENT STAGE COMPANY)
       CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

          FROM INCEPTION ON JANUARY 15, 1999 THROUGH DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                             Capital in
                                             Excess of     Accumulated     Deferred
                           Common Stock      Par Value       Deficit     Compensation   Total
                      --------------------   ----------    -----------  -------------
                         Shares     Amount
                         ------     ------
<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)

Unaudited

Write down of
deferred compensation                                                       109,375       109,375

Net loss
March 31, 2001                                                 (164,808)                 (164,808)
                      ---------       ----    ----------    -----------   ---------    ----------
Balance at
 March 31, 2001       8,583,189       $859    $2,160,869    $(2,197,131)  $(401,045)    $(436,448)
                      =========       ====    ==========    ===========   =========    ==========
</TABLE>

           See Notes to Condensed Consolidated Financial Statements.


                                      -4-
<PAGE>

                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                         (A DEVELOPMENT STAGE COMPANY)

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        For the period    For the period
                                                        from inception    from inception
                                            For the     on January 15,    on January 15,
                                          three months     through        1999, through
                                            March 31,      March 31,        March 31,
                                              2001           2000              2001
                                          ------------   ------------      ------------

<S>                                       <C>            <C>              <C>
Cash flows used in operating activities:
Net loss...............................   $   (164,808)  $   (211,241)    $  (2,197,131)
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
Deferred compensation..................        109,374             --           473,954
Stock Issued for Services..............                            --           110,000
Depreciation...........................            734          2,263             4,487
Interest expense                                 5,050                           13,125
Increase (decrease) in operating assets:

Increase in operating liabilities:
Accounts payable and accrued expenses..         47,334          3,647           251,229
                                          ------------   ------------      ------------
Net cash used in operating activities..         (2,316)      (205,331)      (1,343,602)
                                          ------------   ------------      ------------

Cash flows from investing activity:
Patent costs                                      (880)                         (14,531)
Purchase of furniture and equipment....             --                          (16,216)
                                          ------------   ------------      ------------
                                                  (880)                        (30,747)
Cash flows provided by financing
 activity:
Proceeds from issuance of common stock.                       900,000         1,150,236
Proceeds from notes payable............                       100,000           500,000
Repayment of notes payable.............                            --          (300,000)
Proceeds from loan from shareholder....                            --            26,492
                                          ------------   ------------      ------------
Cash flows provided by financing
 activities:                                                1,000,000         1,376,728

Net increase in cash...................         (3,196)       794,669             1,646

Cash at beginning of period............          4,842          1,439                --
                                          ------------   ------------      ------------

Cash at end of period..................   $      1,646   $    796,108      $      1,646
                                          ============   ============      ============
</TABLE>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for:
      Interest                           $         --    $        --
      Income taxes                       $         --    $        --

           See Notes to Condensed Consolidated Financial Statements.


                                      -5-
<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, 2001, the results of its operations for the
three months ended March 31, 2000 and 2001, the results of its operations and
cash flows for the three months ended March 31, 2001 and for the period from
inception on January 15, 1999 through March 31, 2001 and its operations and cash
flows for the period from inception on January 15, 1999 through March 31, 2001.

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

      On June 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


                                      -6-
<PAGE>

weighted average number of common shares outstanding during the period. During
the period from January 15, 1999 through March 31, 2001, there were no dilutive
securities outstanding. During the three months and three months ending March
31, 2001, 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 as Chief Executive Officer for a monthly salary of $10,000 per
month, certain benefits including health insurance, 4 weeks vacation,
reimbursement for out of pocket expenses and 175,000 options to purchase shares
of common stock of the Company at $0.10 per share with "piggyback" registration
rights. In addition, if, in the eventuality a "Change in Control" occurs, Mr.
Case would be entitled to receive the difference between moneys that he actually
received upon termination and 2.99 times his base amount. As of December 31,
2000, the Company has paid an aggregate of $10,762. Mr. Case was terminated in
May, 2000 and has converted his employment agreement into a consulting
agreement. As of March 31, 2001, the Company is negotiating a settlement of this
agreement.

      2. On April 28, 2000, the Company entered into a 2 year employment
agreement with Howard M. Weinstein as Chief Executive Officer for an annual base
salary of $130,000 along with certain fringe benefits including health
insurance, 4 weeks vacation and reimbursement of out of pocket expenses. Mr.
Weinstein terminated the employment agreement on October 31, 2000 and on January
10, 2001 entered into a Stipulation of Settlement agreement to mutually release
the Company from any further obligations.

      3. 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, 2001, the Company has reserved 218,366 shares of common
stock pending the exercise of these warrants.


                                       -7-
<PAGE>

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, 2001, 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, 2001, the Company has net operating loss carry forwards for
income tax purposes of $2,197,131. 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, 2001 are as
follows:

Deferred tax asset:
Net operating loss carry forward               $ 747,025
Valuation allowance                            $(747,025)
                                               ---------
Net deferred tax asset                         $     -0-

      The Company recognized no income tax benefit from the loss generated for
the period from inception, January 15, 1999 to March 31, 2001. 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 any revenue from the sale of its products, the Company believes that a
full valuation allowance should be provided.


                                      -8-