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 quarterly period ended September 30, 2000
                           Commission File No. 0-25007

                           FULLCOMM TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

         Delaware                                        65-0656268
--------------------------------            ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)


110 West Franklin Avenue, Pennington, New Jersey                         08534
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


                                 (609) 730-9900
--------------------------------------------------------------------------------
                (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  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                 Yes:  X                        No:
                     -----                         -----


     State the number of shares  outstanding of each of the Issuer's  classes of
common stock, as of November 9, 2000:

             Class                               Number of Shares
             -----                               ----------------

Common Stock, $.0001 par value                       8,583,189

     Transitional Small Business Disclosure Format (check one):

                 Yes:                            No:  X
                     -----                          -----


<PAGE>

                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY
                   ------------------------------------------

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

PART I  FINANCIAL INFORMATION

   Item 1.   Financial Statements...........................................  1

     CONDENSED CONSOLIDATED BALANCE SHEET
     as of September 30, 2000 (unaudited), and December 31, 1999............  2

     CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
     For the Three Months Ended September 30, 2000 and 1999,
     For the Nine Months Ended September 30,  2000,  From  Inception on
     January 15, 1999 through September 30, 1999, and From Inception on
     January 15, 1999 through September 30, 2000 (unaudited)................  3

     CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS'
     EQUITY (DEFICIT) From Inception on January 15, 1999 through
     September 30, 2000 (unaudited).........................................  4

     CONDENSED  CONSOLIDATED STATEMENT OF CASH FLOWS
     For the Nine Months Ended September 30, 2000, From Inception on
     January 15, 1999 through September 30, 1999, and From Inception on
     January 15, 1999 through September 30, 2000 (unaudited)................  5

     NOTES TO CONDENSED CONSOLIDATED FINANCIAL
     STATEMENTS (unaudited).................................................  6

   Item 2.   Management's Discussion and Analysis of Financial
             Condition and Plan of Operation................................  8

     Liquidity and Capital Resources........................................ 10

     Results of Operations.................................................. 12

PART II   OTHER INFORMATION

   Item 1.   Legal Proceedings.............................................. 14

   Item 2.   Changes in Securities and Use of Proceeds...................... 14

   Item 5.   Other Information.............................................. 15

   Item 6.   Exhibits and Reports on Form 8-K............................... 17

SIGNATURES        .......................................................... 18


                                     - i -
<PAGE>

                         PART I. FINANCIAL INFORMATION.
                         ------------------------------

Item 1.     Financial Statements.

     Certain  information  and footnote  disclosures  required  under  generally
accepted accounting principles have been condensed or omitted from the following
consolidated  financial  statements pursuant to the rules and regulations of the
Securities and Exchange Commission,  although Fullcomm  Technologies,  Inc. (the
"Company")  and  its   subsidiary   Fullcomm,   Inc.,  a  Delaware   corporation
("Fullcomm"),  believe  that the  disclosures  are  adequate  to assure that the
information presented is not misleading in any material respect.

     The results of operations for the interim periods  presented herein are not
necessarily indicative of the results to be expected for the entire year.



                                      -1-
<PAGE>


                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY
                   ------------------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                      CONDENSED CONSOLIDATED BALANCE SHEET
                      ------------------------------------

<TABLE>
<CAPTION>
                                                                           September 30,    December 31,
                                                                               2000             1999
                                                                           (unaudited)
                                ASSETS
                                ------
<S>                                                                         <C>              <C>
Cash.................................................................       $    72,374      $    1,439
Furniture and equipment, net of accumulated depreciation.............            12,969          14,594
Other................................................................            10,906           1,917
                                                                            -----------      ----------
    TOTAL ASSETS.....................................................       $    96,249      $   17,950
                                                                            ===========      ==========

                LIABILITIES AND STOCKHOLDERS' DEFICIT
                -------------------------------------

CURRENT LIABILITIES:
Accounts payable.....................................................       $     2,119      $   57,168
Accrued Expenses.....................................................            44,797              --
Loan Payable.........................................................           200,000          25,315
                                                                            -----------      ----------
    Total Current Liabilities........................................           246,916          82,483
                                                                            -----------      ----------


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; 8,583,189 and 4,584,250 shares issued
  and outstanding, respectively......................................               859             458
Capital in excess of par.............................................         2,160,869         249,778
Deficit accumulated during the development stage.....................        (1,692,601)       (314,769)
Deferred compensation................................................          (619,794)             --
                                                                            -----------      ----------
  Total Stockholders' Deficit........................................          (150,667)        (64,533)
                                                                            -----------      ----------

  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT........................       $    96,249      $   17,950
                                                                            ===========      ==========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


                                      -2-
<PAGE>

                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY
                   ------------------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                 ----------------------------------------------
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                   From Inception    From Inception
                                  For the Three    For the Three    For the Nine   on January 15,    on January 15,
                                  Months Ended     Months Ended     Months Ended    1999 through      1999 through
                                  September 30,    September 30,    September 30,   September 30,     September 30,
                                       2000            1999             2000           1999               2000
                                  -------------    -------------    -------------  --------------    --------------
<S>                                 <C>             <C>             <C>             <C>               <C>
Revenue.......................      $       --      $       --      $        --     $        --       $        --

Operating Expenses:
  General and administrative..         288,213         151,333          786,535         174,610         1,083,320
  Research and development....         486,957          21,924          601,243          42,295           619,243
                                    ----------      ----------      -----------     -----------       -----------
Total Operating Expenses......         775,170         173,257        1,387,778         216,905         1,702,563

Other Income and Expense:
Interest income...............           4,773              24           13,051             562            13,613
Interest expense..............              --              --           (3,105)             --            (3,651)

Net loss......................      $ (770,397)     $ (173,233)     $(1,377,832)    $  (216,343)      $(1,692,601)
                                    ==========      ==========      ===========     ===========       ===========

Basic and diluted net loss
per share.....................      $    (0.09)     $    (0.04)     $     (0.18)    $     (0.05)
                                    ==========      ==========      ===========     ===========

Basic and diluted weighted
average number of shares
outstanding...................       8,463,406       4,529,304        7,531,542       4,497,520
                                    ==========      ==========      ===========     ===========
</TABLE>


            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 SEPT. 30, 2000 (unaudited)
      ---------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         Capital in Excess    Accumulated     Deferred
                                       Common Stock        of 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                --      (619,794)      255,206

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.......................          --         --              --        (1,692,601)           --    (1,692,601)
                                  ---------    -------     -----------       -----------     ---------   -----------

Balance at September 30, 2000..   8,583,189    $   859     $ 2,160,869       $(1,692,601)    $(619,794)  $  (150,667)
                                  =========    =======     ===========       ===========     =========   ===========
</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
                 ----------------------------------------------
                                   (unaudited)

<TABLE>
<CAPTION>
                                                    For the Nine        From Inception         From Inception
                                                    Months Ended      on January 15, 1999    on January 15, 1999
                                                    September 30,           through                through
                                                        2000          September 30, 1999     September 30, 2000
                                                    -------------     -------------------    -------------------
<S>                                                  <C>                <C>                   <C>
Cash flows used in operating activities:
Net loss........................................     $ (1,377,832)      $   (216,343)         $ (1,692,601)
Adjustments to reconcile net loss
  to net cash used in operating activities:
Deferred compensation...........................          255,206                 --               255,206
Stock Issued for Services.......................          110,000                 --               110,000
Depreciation....................................            1,625                134                 1,703
Increase (decrease) in operating assets:
Other...........................................           (8,989)            (1,423)              (10,906)
Increase in operating liabilities:
Accounts payable................................          (55,049)                --                 2,119
Accrued expenses................................           44,797                 --                44,797
                                                     ------------       ------------          ------------
Net cash used in operating activities...........       (1,030,242)          (217,632)           (1,289,682)
                                                     ------------       ------------          ------------

Cash flows from investing activity:

Purchase of furniture and equipment.............               --             (1,961)              (14,672)
                                                     ------------       ------------          ------------

Cash flows provided by financing activity:

Proceeds from issuance of common stock..........          900,000            250,236             1,150,236
Proceeds from notes payable.....................          500,000                 --               500,000
Repayment of notes payable......................         (300,000)                --              (300,000)
Proceeds from loan from shareholder.............            1,177                 --                26,492
                                                     ------------       ------------          ------------
Cash flows provided by financing activities:....        1,101,177            250,236             1,376,728
                                                     ------------       ------------          ------------

Net increase in cash............................           70,935             30,643                72,374

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

Cash at end of period...........................     $     72,374       $     30,643          $     72,374
                                                     ============       ============          ============
</TABLE>


            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 September 30, 2000,  the results of its operations for
the  three  months  ended  September  30,  2000 and  1999,  the  results  of its
operations  and cash flows for the nine months ended  September 30, 2000 and for
the period from inception on January 15, 1999 through September 30, 1999 and its
operations  and cash flows for the period  from  inception  on January  15, 1999
through September 30, 2000.

     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
weighted average number of common shares outstanding  during the period.  During
the period from  January 15, 1999  through  September  30,  1999,  there were no
dilutive securities outstanding.  During the three months and nine months ending
September  30,  2000,  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.



                                      -6-
<PAGE>

NOTE 3 - SIGNIFICANT EVENTS

     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
accrues 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
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.

     On September  29, 2000,  the Company  issued  92,632  shares of  restricted
common stock of the Company as payment for certain amounts due by the Company to
Intrinsix Corporation totaling $110,000.  The amount of shares was calculated by
the closing price on the day of issuance with a $.25 per share discount.




                                      -7-
<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  authentication  party  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



                                      -8-
<PAGE>

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  the  fourth  quarter.   The  device,  in
conjunction  with proprietary  server-side  software,  client-side  software and
authentication  party software is expected to achieve data  protection  while in
transit  and  data  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
the fourth quarter of 2000. 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



                                      -9-
<PAGE>

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,"
"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 $72,374  and working  capitaldeficit  was
$(174,542) at September 30, 2000.

     As of  September  30,  2000,  the Company had a tax loss  carry-forward  of
$(1,692,601)  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



                                      -10-
<PAGE>

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
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.  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



                                      -11-
<PAGE>

quarter of 2000.  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

Nine Months Ended September 30, 2000 and 1999
---------------------------------------------

     The Company is a development stage company and revenues for the each of the
quarters  ended  September 30, 2000 and  September 30, 1999 was zero.  Operating
expenses  consist  of general  and  administrative  expenses  and  research  and
development expenses.  Operating expenses during the nine months ended September
30, 2000 and the period from inception on January 15, 1999 through September 30,
1999 were $1,387,778 and $216,905,  respectively,  an increase of $1,170,873, or
540%.

     General and  administrative  expenses  consist  primarily  of  professional
salaries  and  benefits,   depreciation  and   amortization,   professional  and
consulting  services,   office  rent  and  corporate   insurance.   General  and
administrative  expenses during the nine months ended September 30, 2000 and the
period  from  inception  on January  15, 1999  through  September  30, 1999 were
$786,535  and  $174,610,  respectively,  an increase of $611,925,  or 350%.  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 nine months ended  September 30,
2000 and the period from  inception  on January 15, 1999 through  September  30,
1999 were  $601,243  and  $42,295,  respectively,  an increase of  $558,948,  or
1,322%.  The increase in research and development  expenses  resulted  primarily
from a significant increase in operating activities.

Period From Inception on January 15, 1999 through September 30, 2000
--------------------------------------------------------------------

     The  Company  is  a  development  stage  company.  From  inception  through
September 30, 2000, the Company had no revenues.

     The  Company  has  incurred  losses  each year since  inception  and has an
accumulated  deficit of $1,692,601 at September 30, 2000. 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 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



                                      -12-
<PAGE>

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.



                                      -13-
<PAGE>

                           PART II. OTHER INFORMATION.
                           ---------------------------

ITEM 1.     LEGAL PROCEEDINGS.

     On August 23, 2000, Richard Case, the former Chief Executive Officer of the
Company,  notified the Company  with  respect to his claim for certain  payments
relating to his employment/consulting  agreement with the Company. On August 25,
2000, the Company received a letter of representation from Mr. Case's counsel in
connection  with Mr. Case's claims.  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  with  respect  to such
dispute, 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 vigorously defend such proceeding.

     On October 31, 2000,  the Company filed a police report  relating to Howard
Weinstein,  the former Chief  Executive  Officer of the Company,  for theft of a
computer,  cell phone and three hundred  dollars in petty cash. In addition,  on
November 1, 2000,  the Company  filed a complaint in the  Superior  court of New
Jersey,  Chancery Division,  Mercer County, naming Mr. Weinstein as a defendant.
The  complaint  alleges,  among other things,  that the  defendant  breached his
employment  obligations to the Company and seeks injunctive  relief with respect
to the return of Company property. Subsequent to the filing of the complaint, on
November 7, 2000, Mr. Weinstein  returned the computer and three hundred dollars
in petty cash.

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

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

     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 September  29, 2000,  the Company  issued  92,632  shares of  restricted
common stock of the Company as payment for certain amounts due by the Company to
Intrinsix Corporation



                                      -14-
<PAGE>

totaling  $110,000.  The amount of shares was calculated by the closing price on
the day of issuance with a $.25 per share discount.

     No underwriter  was employed by the Company in connection with the issuance
of the securities described above. The Company believes that the issuance of the
foregoing  securities was exempt from registration under either (i) Section 4(2)
of the  Securities  Act of 1933,  as amended (the "Act"),  as  transactions  not
involving  a public  offering  and such  securities  having  been  acquired  for
investment and not with a view to  distribution,  or (ii) Rule 701 under the Act
as transactions made pursuant to a written compensatory benefit plan or pursuant
to a written  contract  relating to  compensation.  All  recipients had adequate
access to information about the Company.

ITEM 5.     OTHER INFORMATION.

     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
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.

     On September  14, 2000,  Richard Case  resigned as a member of the Board of
Directors  (the  "Board") of the Company.  The  resignation  of Mr. Case did not
involve  any  disagreement  with  the  Company  on any  matter  relating  to the
Company's  operations,  policies or practices.  Mr. Case served as the Company's
Chief  Executive  Officer from January 2000 until May 2000,  and had served as a
member of the Board since June 20, 2000. The resignation of Mr. Case reduced the
Company's Board to five members.

     On September  29, 2000,  the Company  issued  92,632  shares of  restricted
common stock of the Company as payment for certain amounts due by the Company to
Intrinsix Corporation totaling $110,000.  The amount of shares was calculated by
the closing price on the day of issuance with a $.25 per share discount.

     On October 31, 2000,  Howard M.  Weinstein  resigned as the Chairman of the
Board,  Chief  Executive  Officer and as a member of the Board of Directors (the
"Board")  of the  Company.  Mr.  Weinstein's  resignation  did not  involve  any
disagreement   with  the  Company  on



                                      -15-
<PAGE>

any matter relating to the Company's  operations,  policies or practices and did
not request any matter to be disclosed.  Mr.  Weinstein  served as the Company's
Chief  Executive  Officer  from May 22, 2000 through  October 31, 2000,  and had
served as a member of the Board since June 20, 2000. Mr. Weinstein's resignation
from the  Board  reduces  the  Board to four  members.  As a  result,  there are
currently two vacancies on the Board.

     As set forth in his letter of  resignation  dated  October  31,  2000,  Mr.
Weinstein  claimed that his  resignation  was based upon his assertion  that the
Company is  currently  in breach of, and would not be able to satisfy its future
obligations to him under,  certain  provisions of his employment  agreement with
the Company,  including payment of salary and bonuses. The Company believes that
it is not  currently in breach of its  obligations  to Mr.  Weinstein  under Mr.
Weinstein's employment agreement.



                                      -16-
<PAGE>

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

    (a)   Exhibits.

          10.1  Promissory Note dated August 4, 2000 by and between the  Company
                and Viking Investment Group II, Inc.

          10.2  Promissory Note dated August 16, 2000 by and between the Company
                and Jenadosa Holdings.

          27    Financial Data Schedule for the period ended September 30, 2000.

    (b)   Reports on Form 8-K.

          On September 1, 2000,  the Company filed a report on Form 8-K relating
          to the Company's  change of independent  accountants on April 19, 2000
          from Thomas P. Monahan to Goldstein Golub Kessler LLP.

          On September 14, 2000, the Company filed a report on Form 8-K relating
          to the  resignation  of  Richard  Case as a  member  of the  Board  of
          Directors of the Company.

          On November 7, 2000,  the Company  filed a report on Form 8-K relating
          to the resignation of Howard Weinstein as Chief Executive  Officer and
          Chairman of the Board of the Company.



                                      -17-
<PAGE>

                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                FULLCOMM TECHNOLOGIES, INC.


DATE: November 13, 2000         By: /s/ Brendan G. Elliott
                                   ---------------------------------------------
                                    Brendan G. Elliott,
                                    President
                                    (Principal Executive Officer)



DATE: November 13, 2000         By: /s/ Wayne H. Lee
                                   ---------------------------------------------
                                    Wayne H. Lee
                                    Executive Vice President
                                    (Principal Financial and Accounting Officer)



                                      -18-