<PAGE>

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

                                   FORM 10-QSB

      (Mark One)
         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarter ended September 30, 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)

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

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

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

             110 West Franklin Avenue, Pennington, New Jersey 08534
                 (Former address, if changed since last report)

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

         As of November 15, 2001, there were 8,583,189 shares of the
Registrant's common stock, par value $.001 per share issued and outstanding.

         Transitional Small Business Disclosure Format: Yes | | No |X|
<PAGE>
                           FULLCOMM TECHNOLOGIES, INC.
               SEPTEMBER 30, 2001 QUARTERLY REPORT ON FORM 10-QSB
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                 Page Number
<S>                                                              <C>
            Special Note Regarding Forward Looking Statements .            3

                   PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements ..............................            4
Item 2.     Plan of Operation .................................           14

                     PART II - OTHER INFORMATION

Item 1.     Legal Proceedings .................................           18
Item 6.     Exhibits and Reports on Form 8-K ..................           18
</TABLE>

                                       2
<PAGE>
                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         To the extent that the information presented in this Quarterly Report
on Form 10-QSB for the quarter ended September 30, 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

<TABLE>
<S>                                                                                                    <C>
         Report of Reviewing Independent Accountant ................................................     5
         Consolidated Balance Sheet as of September 30, 2001 and December 31, 2000 .................     6
         Consolidated Statements of Operations
              for the three and nine-months ended September 30, 2001 and 2000 ......................     7
         Consolidated Statement of Stockholders' Equity (Deficit) ..................................     9
         Consolidated Statements of Cash Flows
              for the nine months ended September 30, 2001 and 2000 ................................    10
         Notes to Consolidated Financial Statements ................................................    11
</TABLE>

                                       4
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS


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

I have reviewed the accompanying consolidated balance sheet of Fullcomm
Technologies, Inc. (a development stage company) as of September 30, 2001, and
the related consolidated statements of operations and of cash flows for the
nine-month periods ended September 30, 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
Fullcomm Technologies, Inc. (a development stage company) to continue as a going
concern. In my opinion, the accompanying balance sheet information as of
December 31, 2000, is fairly stated, in all material respects in relation to the
balance sheet from which it has been derived.

Thomas Monahan Certified Public Accountant
Paterson, New Jersey
November 3, 2001


                                       5
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                      CONDENSED CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
                                                           December 31       September 30,
                                                              2000               2001
                                                                               Unaudited
<S>                                                        <C>               <C>
                                ASSETS

Current assets
  Cash                                                     $     4,842       $       878
                                                           -----------       -----------
  Total current assets                                           4,842               878

Furniture and equipment, net
of accumulated depreciation                                     12,463            10,561

Other assets

  Patent costs                                                  13,651            14,794
                                                           -----------       -----------
Total other assets                                              13,651            14,794
                                                           -----------       -----------
    TOTAL ASSETS                                           $    30,956       $    26,233
                                                           ===========       ===========

                LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses                      $   204,096       $   468,933
Loan Payable                                                   207,875           223,625
                                                           -----------       -----------
    Total Current Liabilities                                  411,971           692,558


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 September 30, 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)       (2,645,756)
Deferred compensation                                         (510,420)         (182,297)
                                                           -----------       -----------
  Total Stockholders' Deficit                                 (381,015)         (666,325)
                                                           -----------       -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT              $    30,956       $    26,233
                                                           ===========       ===========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.

                                       6
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                     For the period
                                                                     from inception
                                  For the nine      For the nine     on January 15,
                                  months ended      months ended     1999, through
                                  September 30,     September 30,     September 30,
                                      2001             2000              2001
                                  -----------       -----------       -----------
<S>                               <C>               <C>              <C>
Revenue                           $        --       $        --       $        --

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

Operating Expenses:
  General and administrative          167,511           786,535           969,481
  Deferred compensation               328,122                             692,702
  Stock issued for services                                               110,000
  Research and development            100,295           601,243           856,508
  Depreciation expense                  1,903                               5,656
                                  -----------       -----------       -----------
Total Operating Expenses              597,831         1,387,778         2,634,347

Loss from operations                 (597,831)       (1,387,778)       (2,634,347)

Other Income and Expense:
Interest and dividend income              148            13,051            15,868
Interest expense                      (15,750)           (3,105)          (27,277)
                                  -----------       -----------       -----------
Total other income (loss)             (15,602)            9,946           (11,409)

Net Income (Loss)                 $  (613,433)      $(1,377,832)      $(2,645,756)
                                  ===========       ===========       ===========

Basic and diluted net loss
per share                         $     (0.07)      $     (0.18)
                                  ===========       ===========

Basic and diluted weighted
average number of shares
outstanding                         8,583,189         7,061,489
                                  ===========       ===========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                       7
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                    UNAUDITED


<TABLE>
<CAPTION>
                                 For the three     For the three
                                 months ended      months ended
                                 September 30,     September 30,
                                      2001              2000
                                  -----------       -----------
<S>                              <C>               <C>
Revenue                           $        --       $        --

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

Operating Expenses:
  General and administrative           53,875           450,691
  Deferred compensation               109,374
  Stock issued for services
  Research and development             28,795           533,955
  Depreciation expense                    674
                                  -----------       -----------
Total Operating Expenses              192,718           984,646
Loss from operations                 (192,718)         (984,646)

Other Income and Expense:
Interest and dividend income                8             5,271
Interest expense                       (5,250)           (2,263)
                                  -----------       -----------
Total other income (loss)              (5,242)            3,008


Net Income (Loss)                 $  (197,960)      $  (981,638)
                                  ===========       ===========

Basic and diluted net loss
per share                         $     (0.02)      $     (0.13)
                                  ===========       ===========

Basic and diluted weighted
average number of shares
outstanding                         8,583,189         7,531,542
                                  ===========       ===========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                       8
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

       CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
          FROM INCEPTION ON JANUARY 15, 1999 THROUGH SEPTEMBER 30, 2001

<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                                                                                328,123           328,123

Net loss
September 30, 2001                                                                (613,433)                           (613,433)
                           -----------      -----------      -----------       -----------       -----------       -----------
Balance at
 September 30, 2001          8,583,189      $       859      $ 2,160,869       $(2,645,756)      $  (182,297)      $  (666,325)

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

            See Notes to Condensed Consolidated Financial Statements.

                                       9
<PAGE>
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            For the period
                                                                                            from inception
                                                        For the nine      For the nine      on January 15,
                                                        months ended      months ended      1999, through
                                                        September 30,     September 30,     September 30,
                                                            2001              2000               2001
                                                            ----              ----               ----
<S>                                                     <C>               <C>               <C>
Cash flows used in operating activities:
Net loss                                                $  (613,433)      $(1,377,832)      $(2,645,756)
Adjustments to reconcile net loss
  to net cash used in operating activities:
Deferred compensation                                       328,122           255,206           692,701
Stock Issued for Services                                                     110,000           110,000
Depreciation                                                  1,903             1,625             5,656
Interest expense                                             15,750                              23,627
Increase (decrease) in operating assets:
Other                                                                          (8,989)
Increase in operating liabilities:
Accounts payable and accrued expenses                       264,836           (10,252)          468,933
                                                        -----------       -----------       -----------
Net cash used in operating activities                        (2,822)       (1,030,242)       (1,344,839)
                                                        -----------       -----------       -----------

Cash flows from investing activity:

Patent costs                                                 (1,142)                            (14,795)
Purchase of furniture and equipment                              --                             (16,216)
                                                        -----------                         -----------
                                                             (1,142)                            (31,011)
Cash flows provided by financing activity:

Proceeds from issuance of common stock                                        900,000         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         1,376,728


Net increase in cash                                         (3,964)           70,935               878

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

Cash at end of period                                   $       878       $    72,374       $       878
                                                        ===========       ===========       ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for:
      Interest                                          $        --       $        --
      Income taxes                                      $        --       $        --
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.


                                       10
<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, 2001, the results of its operations for
the nine-months ended September 30, 2000 and 2001, the results of its operations
and cash flows for the nine months ended September 30, 2001 and for the period
from inception on January 15, 1999 through September 30, 2001 and its operations
and cash flows for the period from inception on January 15, 1999 through
September 30, 2001.

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

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

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

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


NOTE 2 - LOSS PER SHARE

Basic loss per common share is computed by dividing the loss by the weighted
average number of common shares outstanding during the period. During the period
from January 15, 1999 through September 30, 2001, there were no dilutive
securities outstanding. During the nine months ending September 30, 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.

                                       11
<PAGE>
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 is to receive 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 September 30, 2001, the Company is
negotiating a settlement of this agreement.

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

         As of September 30, 2001, the Company has reserved 218,366 shares of
common stock pending the exercise of these warrants.

NOTE 4 - INCOME TAXES

         The Company provides for the tax effects of transactions reported in
the financial statements. The provision if any, consists of taxes currently due
plus deferred taxes related primarily to differences between the basis of assets
and liabilities for financial and income tax reporting. The deferred tax assets
and liabilities, if any, represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of September 30, 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 September 30, 2001, the Company has net operating loss carry
forwards for income tax purposes of $2,645,756. 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

                                       12
<PAGE>
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 September 30, 2001
are as follows:

<TABLE>
<CAPTION>
Deferred tax asset:
<S>                                        <C>
  Net operating loss carry forward         $  899,557
  Valuation allowance                      $ (899,557)
                                           ----------
  Net deferred tax asset                   $       -0-
</TABLE>

         The Company recognized no income tax benefit for the loss generated for
the period from inception, January 15, 1999, to September 30, 2001.

         The Company recognized no income tax benefit from the loss generated
for the period from inception, January 15, 1999 to September 30, 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 significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided.

                                       14
<PAGE>
ITEM 2.  PLAN OF OPERATION

Business Overview

         We are a development stage company that, through our wholly-owned
subsidiary, Fullcomm, Inc., is engaged in the research and development of
proprietary hardware and software encryption components for digital data
transfer, specializing in digital media and data security on the Internet. Our
activities since the inception of this line of business have been devoted to
research and development, prototype development, creating a marketing program,
acquiring equipment, hiring management personnel and raising capital. We have
had no operating revenues and have financed all of our operations from loans and
sales of our common stock.

         Our products are intended to enable the secure exchange of information
among a wide array of networking systems and to provide a framework for a broad
range of e-commerce applications. With the advent of the Internet as a business
and entertainment tool, it is important that consumers and content providers are
confident in the ability of the information highway infrastructure to protect
their rights and products. For content providers, those who would sell music or
any other copyrighted material on the Internet, it is crucial that copyright
infringement be prevented. For persons who wish to download content from
websites, check bank statements, or engage in two-way communication via the
Internet, privacy is the key issue. Consumers are highly unlikely to engage in
transactions over a medium that is perceived as unsafe. Our goal is to make this
medium, the Internet, and the information transferred back and forth, safer for
all parties involved in such transactions. Towards this end, we are striving to
be a leading manufacturer and integrator of hardware and software security
solutions for a broad spectrum of network and Internet consumer and business
applications. No assurance can be given that we will be successful in this
endeavor. Our patent pending TALOS security system addresses the problems faced
by all E-commerce and data network systems through a proprietary three-fold
system: client-side security hardware, server-side security software, and
authentication party software. These three components are being designed by us
to secure transmission of any and all digital data via the Internet.

         The first component of our security system is a PC-compatible hardware
device which is designed to protect data while in transit and protect data from
duplication at the user's PC. This hardware device satisfies security conditions
for both business partners and content providers by applying security algorithms
and making use of the internal architecture of the PC to facilitate an
ultra-secure means of distribution on the Internet. Furthermore, the
architecture in the device actually improves the overall security of the
exchange by protecting the data at all of its vulnerable points, in hardware,
rather than relying on software protection. This feature allows a great
reduction in overall algorithmic complexity, while improving the quality of the
security. Beyond the technical merits of hardware-based encryption, this
approach allows for substantial simplification into a single chip that comprises
all of our baseline technology. Hardware development, rather than software
development, allows the technology to be reduced to an "ASIC" (Application
Specific Integrated Circuit, or "chip"). This chip will be utilized in digital
accessories and equipment to facilitate secure communication in the same manner
as in the PC device.

                                       14
<PAGE>
         In May of 2000, we completed a detailed schematic of the hardware
device and we are in the final stages of completing its prototype. The delivery
date of the completed prototype, together with prototypes of the other
components or our TALOS security system, to original equipment manufacturers
("OEM's") is expected to be in late 2002, although no assurance can be given
that this will prove to be the case . The hardware device, utilized in
conjunction with our server-side software and authentication party software is
expected to achieve data protection while in transit and to protect data from
duplication at the user's personal computer.

         The hardware device will have two distinct modes of operational
security. The first mode will feature security in which copyright protection of
the intellectual property is the major concern. In this mode, a viewer will be
able to view data, but will be barred from duplicating such data. The viewer
will have full access to media (movies, music, books and magazines) over the
Internet, but their PC will never handle any unencrypted data. The benefits of
strong encryption are enhanced by the external nature of the hardware device.
When supporting media transactions, no unencrypted digital data is ever
presented to the PC or its input/output devices for duplication. Digital data is
streamed from the PC's Internet connection to our device via the Ethernet
connection port. The only outputs from our device would be analog signals, which
degrade rapidly upon duplication.

         The second mode is intended to support information sharing over public
and private networks and will allow authorized users to access and manipulate
files that have been decrypted by the hardware device. This will include access
from e-mail applications, word processing and other user applications. This mode
supports corporate information sharing over public and private networks, in
which the unencrypted data is to be accessed on the user's PC. When the user is
validated by the system through authentication certificates through the hardware
device, the device then decrypts the data and allows the user to access the data
from his PC.

         Our product research and development efforts, and implementation
consists of essentially five identifiable steps:

         -    design;

         -    prototyping;

         -    testing;

         -    certification; and

         -    manufacturing

         The other two key elements of our encryption package, server side
security software and party authentication software, are still under development
and are currently in the design stage. We will require additional funding to
complete the development of our products. No assurance can be given that we will
be able to obtain such funding in a timely fashion or on terms that we deem
satisfactory.

         Digital rights management ("DRM") platforms serve as a foundation for
providers of digital information, technology, and commerce services to
participate in a global e-commerce system. DRM technologies manage rights and
interests in digital information. We intend to provide consulting, applied
research, and product development services related to commercial

                                       15
<PAGE>
security and encryption solutions to OEM'S and DRM facilitators once funding is
acquired to complete development. These solutions will enable the secure
exchange of information among a wide array of information systems and provide a
framework for a broad range of transactions.

         Our activities to date have been funded by capital contributions from
our management and through private placements of our common stock. We have not
yet generated any revenues to fund our ongoing operating expenses, repay
outstanding indebtedness, or fund our product research and development
activities. There can be no assurance that development of our products will be
completed and fully tested in a timely manner, if at all. In addition, even if
we successfully complete development of such products, there can be no assurance
that we will market them effectively and achieve profitability. We believe that
further investments in our technology and marketing research will reduce the
cost of development, preparation, and processing of purchases, and enable us to
compete successfully in the electronic marketplace, although no assurance can be
given that this will prove to be the case.

         We anticipate revenues to be generated from licensed technology
products, transaction fees, and information services delivered over the
Internet, private Intranets, or other networks. We expect that our online
security system will be used to facilitate the distribution of information over
the Internet, including, but not limited to, 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. We also expect that our technology will be used to secure wireless
voice and data transmissions once initial market acceptance of our security
products has been achieved. We intend to license our technology to future
business partners in order to build digital commerce services and applications.
We also intend to leverage such business partners' activities as they bring in
their business partners and customers. While we expect to receive initial
business license fees from such business partners, we believe that our revenues
will eventually be derived primarily from transaction fees resulting from such
partners' and their customers' commercial deployment of our applications and
services.

         On May 30, 2000, we entered into an agreement with Intrinsix
Corporation ("Intrinsix"), a Westboro, Massachusetts-based design center with a
branch office located in Hazlet, New Jersey. This agreement was superseded and
replaced by a September 19, 2000 agreement. Pursuant to this latter agreement,
Intrinsix will develop a proof-of-concept prototype to verify the viability of
our technology. The prototype is expected to be delivered in late 2001 or early
2002. We intend to commence beta-testing of the proof-of-concept prototype upon
delivery by Intrinsix. We presently estimate that beta-testing will take four to
six months. We expect that work will begin on the end-product concurrently with
the beta-testing phase. We are 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
us. We intend to identify potential beta sites and enter into an agreement for
one or more beta sites before the end of the fourth quarter of 2001, or early
2002, although no assurance can be given that this will prove to be the case.

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<PAGE>
Plan of Operation.

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

         -    completing development of our proof of concept prototype;

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

         -    continuing our investment in research and development;

         -    entering into strategic alliances;

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

         -    acquiring businesses in related and unrelated fields.

         We have not yet achieved operating revenues and do not expect to
achieve revenues until on or about the fourth quarter of 2002 or early 2003. Our
activities to date have been principally devoted to product research and
development, prototype development, raising capital, developing marketing plans,
acquiring equipment and hiring management personnel. As of September 30, 2001 we
had a working capital deficit of $691,679. We do not require or anticipate
making any sales or purchases of plant or significant equipment during the next
twelve months.

         We anticipate that we will be able to continue to fund our current
operations through approximately December 31, 2001 with capital provided by
management and without additional outside capital. However, in order to
effectively fund our research and development and commercialization efforts,
including, but not limited to, development and testing of the proof of concept
prototype, subsequent beta-testing and hiring of additional employees, it will
be necessary for us to raise substantial amounts of additional capital. If we
are unable to raise such capital, we may have to have further contract or cease
operations. We currently do not have any formal agreements or understandings
with any third party regarding any offering of our securities or other
financings and there can be no assurance that any such offering or financing
will, in fact, occur or be consummated. If we are able to successfully complete
a securities offering, it is likely that our current stockholders will
experience significant and immediate dilution in their current ownership.

         We are a development stage company. From our inception through the
present we have had no revenues. We have incurred losses each year since our
inception and had an accumulated deficit of $2,645,756 at September 30, 2001. We
expect to continue to incur losses over

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<PAGE>
approximately the next two years from expenditures on research, product
development, marketing and administrative activities.

         We do not expect to generate significant revenues from product sales
for approximately the next two years during which time we expect to continue to
engage in research and development activities. However, during the interim
period we may enter into licensing or other agreements with marketing and
distribution partners that may result in license fees and other related
revenues. No assurance can be given, however, that our 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 by us and result in revenues. Our future success will depend on our ability
to raise needed capital and transform our research and development activities
into commercial products.


PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         We are engaged in a dispute with Richard T. Case, our former Chief
Executive Officer, over additional compensation allegedly due to him under his
January 28, 2000 employment agreement (the "Employment Agreement"). Mr. Case has
entered into settlement negotiations with us which we expect to conclude by
issuing to him the 175,000 stock options required by the Employment Agreement as
well as approximately 100,000 shares of our common stock. No assurance can be
given however, that this matter will be settled and if settled, that such
settlement will involve the terms described herein.

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


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

                  None.

         (b)      Reports on Form 8-K.

                  None.


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<PAGE>
                                   SIGNATURES

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



                                        FULLCOMM TECHNOLOGIES, INC.


Dated:   November 16, 2001              By:  /s/ Brendan G. Elliot
                                             ----------------------------------
                                             Brendan G. Elliot,
                                             President, Chief Executive Officer

Dated:   November 16, 2001              By:  /s/ Wayne H. Lee
                                             ----------------------------------
                                             Wayne H. Lee,
                                             Chief Accounting Officer


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