<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                       For the quarter ended June 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 small business issuer as specified in its charter)

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

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

                                (609) 730-9900
                         (Issuer's telephone number)


         Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding
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 | |

         As of August 15, 2001, there were 8,583,189 shares of the Registrant's
common stock, par value $.0001 per share issued and outstanding.

         Transitional Small Business Disclosure Format (check one); Yes __ No X
<PAGE>   2
                           FULLCOMM TECHNOLOGIES, INC.
                  JUNE 30, 2001 QUARTERLY REPORT ON FORM 10-QSB
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page Number

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

                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements .........................................................4
Item 2.   Management's Discussion and Analysis or Plan of Operation....................14


                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings............................................................19
Item 2.   Changes in Securities and Use of Proceeds....................................19
Item 3.   Defaults upon Senior Securities..............................................19
Item 4.   Submission of Matters to a Vote of Security Holders..........................19
Item 5.   Other Information............................................................19
Item 6.   Exhibits and Reports on Form 8-K.............................................19
</TABLE>



                                        2
<PAGE>   3
                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 June 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
or Plan of Operation".

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


                                        3
<PAGE>   4
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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




                                        4
<PAGE>   5
                             10QSB REVIEW LETTER
                        REPORT OF INDEPENDENT ACCOUNTANTS

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

          I have reviewed the accompanying consolidated balance sheet of
Fullcomm Technologies, Inc. (a development stage company) as of June 30, 2001,
and the related consolidated statements of operations and of cash flows for the
six month periods ended June 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.

By:     /s/ Thomas P. Monahan
   ________________________________
       Thomas P. Monahan
       Certified Public Accountant

       Paterson, New Jersey
       August 14, 2001


                                        5
<PAGE>   6
                  FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                      CONDENSED CONSOLIDATED BALANCE SHEET



<TABLE>
<CAPTION>                                                      December 31,   June 30,
                                                                  2000          2001
                                                                             Unaudited

                                ASSETS

<S>                                                         <C>           <C>

Current assets

  Cash                                                       $     4,842   $       979
                                                                 -------       -------
  Total current assets                                             4,842           979

Furniture and equipment, net
of accumulated depreciation                                       12,463        11,234

Other assets

  Patent costs                                                    13,651        14,795
                                                                  ------        ------
Total other assets                                                13,651        14,795
                                                                  ------        ------
    TOTAL ASSETS                                             $    30,956        27,008
                                                                  ======        ======

                LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses                        $   204,096       386,371
Loan Payable                                                     207,875       218,375
                                                                 -------       -------
    Total Current Liabilities                                    411,971       604,746


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 June 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)   (2,447,796)
Deferred compensation                                           (510,420)   (  291,671)
                                                              ----------    ----------
  Total Stockholders' Deficit                                   (381,015)   (  577,738)
                                                              ----------    ----------

  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                $    30,956   $    27,008
                                                              ==========   ===========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.



                                        6
<PAGE>   7
                   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
                                           June 30,       June 30,
                                               2001         2000
                                           -----------  --------------
<S>                                      <C>           <C>
Revenue                                   $       --    $       --

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

Operating Expenses:
  General and administrative                  86,031       173,366
  Deferred compensation                      109,374
  Stock issued for services
  Research and development                    49,533        20,290
  Depreciation expense                           495
                                             -------       -------
Total Operating Expenses                     245,433       193,656
Loss from operations                        (245,433)     (193,656)

Other Income and Expense:
Interest and dividend income                      18         7,282
Interest expense                              (5,250)        1,421
                                           ---------       -------
Total other income (loss)                     (5,232)        8,703


Net Income (Loss)                         $ (250,665)   $ (184,953)
                                          ==========    ==========

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

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

            See Notes to Condensed Consolidated Financial Statements.


                                        7
<PAGE>   8
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                    UNAUDITED

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

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

Operating Expenses:
  General and administrative                 113,636          335,844             915,606
  Deferred compensation                      218,748                              583,328
  Stock issued for services                                                       110,000
  Research and development                    71,500           67,288             827,713
  Depreciation expense                         1,229                                4,982
                                             -------          -------           ---------
Total Operating Expenses                     405,113          403,132           2,441,629

Loss from operations                        (405,113)        (403,132)         (2,441,629)

Other Income and Expense:
Interest and dividend income                     140            7,780              15,860
Interest expense                             (10,500)            (842)            (22,027)
                                           ---------          -------           ---------
Total other income (loss)                    (10,360)           6,938              (6,167)

Net Income (Loss)                         $ (415,473)       $(396,194)        $(2,447,796)
                                          ============      ==========        ============

Basic and diluted net loss
per share.....................            $    (0.06)       $   (0.06)
                                          ===========       ==========

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

            See Notes to Condensed Consolidated Financial Statements.


                                        8
<PAGE>   9
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

       CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

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

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

Unaudited

Write down of
deferred compensation                                                      218,750         218,750

Net loss
June 30, 2001                                               (415,473)                    (415,473)
                      ---------   -----  ----------      ------------   ----------       ----------
Balance at
 June 30, 2001        8,583,189   $859   $2,160,869      $(2,447,796)   $(291,670)    $  (577,738)
                      =========   ====   ==========      ============   ==========    ============
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


                                        9
<PAGE>   10
                   FULLCOMM TECHNOLOGIES, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                        For the period
                                                                                        from inception
                                                       For the six      For the six     on January 15,
                                                       months ended     months ended    1999, through
                                                         June 30,        June 30,          June 30,
                                                           2001            2000              2001

<S>                                                    <C>            <C>               <C>
Cash flows used in operating activities:
Net loss .........................................     $(415,473)     $  (607,435)       $(2,447,796)
Adjustments to reconcile net loss
  to net cash used in operating activities:
Deferred compensation ............................         218,748          145,832          583,328
Stock Issued for Services ........................                               --          110,000
Depreciation .....................................           1,229            1,119            4,982
Interest expense .................................          10,500                            18,377
Increase (decrease) in operating assets:

Increase in operating liabilities:
Accounts payable and accrued expenses ............         182,275           13,975          386,371
                                                         -----------      -----------      -----------
Net cash used in operating activities ............          (2,721)        (449,262)      (1,344,738)
                                                         -----------      -----------      -----------

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 ......................                           100,000         500,000
Repayment of notes payable .......................                          (100,000)       (300,000)
Proceeds from loan from shareholder ..............                             1,177          26,492
                                                         -----------      -----------      -----------
Cash flows provided by financing
 Activities: .....................................                           901,177       1,376,728


Net increase in cash .............................          (3,863)          451,915             979

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

Cash at end of period ............................     $       979       $   796,108      $      979
                                                         ===========      ===========      ===========
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>   11
                   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 June 30, 2001, the results of its operations for the
six-months ended June 30, 2000 and 2001, the results of its operations and cash
flows for the six months ended June 30, 2001 and for the period from inception
on January 15, 1999 through June 30, 2001 and its operations and cash flows for
the period from inception on January 15, 1999 through June 30, 2001.

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

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

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

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

NOTE 2 - LOSS PER SHARE

       Basic loss per common share is computed by dividing the loss by the
weighted average number of common shares outstanding during the period. During
the period from January 15, 1999 through June 30, 2001, there were no dilutive
securities outstanding. During the six months ending June 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>   12
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 June 30, 2001, the Company is negotiating a
settlement of this agreement.

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

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

         As of June 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


                                       12
<PAGE>   13
liabilities are recovered or settled. As of June 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 June 30, 2001, the Company has net operating loss carry forwards for
income tax purposes of $2,447,796. These carry forward losses are available to
offset future taxable income, if any, and expire in the year 2010. The Company's
utilization of this carry forward against future taxable income may become
subject to an annual limitation due to a cumulative change in ownership of the
Company of more than 50 percent.

         The components of the net deferred tax asset as of June 30, 2001 are as
follows:

<Table>
<S>                                                <C>
        Deferred tax asset:
        Net operating loss carry forward            $ 587,471
        Valuation allowance                         $(587,471)
        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 June 30, 2001.

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


                                       13
<PAGE>   14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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


                                       14
<PAGE>   15
Company's management and through the private placements of its common stock. The
Company has not yet generated any revenues to fund its ongoing operating
expenses, repay outstanding indebtedness or entirely fund its research and
product development activities. There can be no assurance that development of
the Company's products will be completed and fully tested in a timely manner and
within the budget constraints of management. In addition, there can be no
assurance that the Company's marketing research will provide a profitable path
to utilize the Company's marketing plans. The Company believes that further
investments into its technology and marketing research will reduce the cost of
development, preparation and processing of purchases and orders by enabling the
Company to effectively compete in the electronic market place.

         The Company has completed a detailed schematic of its hardware device
and is in the final stages of completing its prototype. The delivery date of the
completed prototype is expected in 2001. The device, in conjunction with
proprietary server-side software, client-side software and 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
2001. The Company intends to commence Beta-testing of the proof-of-concept
prototype upon delivery by Intrinsix. The Company estimates that Beta testing
will take four to six months. The Company expects that work will begin on the
end product concurrently with the Beta-testing. On September 29, 2000, the
Company renegotiated its contract with Intrinsix for a fixed price and the
issuance to Intrinsix of 92,632 shares of restricted common stock of the Company
totaling $110,000.

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

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


                                       15
<PAGE>   16
         The Company anticipates revenues to be generated from licensed
technology products, transaction fees and information services delivered over
the Internet, private Intranets or other networks. The Company expects that its
online security system will be used to facilitate the distribution of
information over the Internet, including music, movies and television
programming, books, newspapers and periodicals, software, voice communication,
legal and medical records, and other areas of e-commerce, including financial
transactions. The Company also expects that its technology will be used to
secure wireless voice and data transmission.

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

EMPLOYEES

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

SAFE HARBOR STATEMENT

         Certain statements included in this Form 10-QSB, including, without
limitation, statements regarding the anticipated growth in the markets for the
Company's services, the continued development of the Company's technology, the
anticipated longer term growth of the Company's business, and the timing of the
projects and trends in future operating performance, are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. Such forward looking statements may be identified by, and
among other things, the use of forward-looking terminology such as "believes,"
"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 $979 and working capital deficit was
$(603,767) at June 30, 2001.


                                       16
<PAGE>   17
         As of June 30, 2001, the Company had a tax loss carry-forward of
$(2,447,796) to off-set future taxable income. There can be no assurance,
however, that the Company will be able to take advantage of any or all of such
tax loss carry-forward, if at all, in future fiscal years.

FINANCING NEEDS

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

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

         On March 28, 2000, the Company consummated a private placement of its
common stock with twelve investors pursuant to which such investors purchased an
aggregate of 416,000 restricted shares of the Company's common stock, $0.0001
par value ("Common Stock"), at a price per share of $2.50, for an aggregate
purchase price of $1,040,000. The Company paid placement fees totaling $140,000
and received net proceeds from the placement of $900,000. In connection with
such private placement, the Company became obligated to compensate R.K. Grace &
Company, as its placement agent ("RK Grace") and Grace Securities, Inc. as its
consultant ("Grace"). On April 28, 2000, RK Grace and Grace agreed to reduce
certain aspects of their respective fees relating to such private placement and
Merger. On July 21, 2000, the Company issued to (i) RK Grace and its designees
an aggregate of 41,600 common stock purchase warrants at an exercise price of
$2.75 per share and to RK Grace an aggregate of 118,433 restricted shares of its
Common Stock and (ii) Grace an aggregate of 58,333 common stock purchase
warrants at an exercise price of $2.75 per share.

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


                                       17
<PAGE>   18
         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
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 for the six months ended June 30, 2001.

         The Company is a development stage company. From inception through June
30, 2001, the Company had no revenues.

         The Company has incurred losses each year since inception and has an
accumulated deficit of $2,447,796 at June 30, 2001. The Company expects to
continue to incur losses over, approximately, the next two to three years from
expenditures on research, product development, marketing and administrative
activities.

         The Company's general and administrative costs aggregated approximately
$113,636, including Deferred compensation expense of $109,374. These
expenditures represent salaries and payroll taxes of $50,435, telephone expense
of $1,509, professional fees of $14,783, rent of $2,664 and office and computer
expense of $44,245. 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 six months ended June 30, 2001 were
$71,500. The increase in research and development expenses resulted primarily
from a significant increase in operating activities.

         The Company does not expect to generate significant revenues from
product sales for, approximately, the next two to three years during which the
Company will engage in significant research and development efforts. However,
the Company may enter into licensing or other agreements with marketing and
distribution partners that may result in license fees and other related
revenues. No assurance can be given, however, that such research and development


                                       18
<PAGE>   19
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.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On August 23, 2000, Richard Case, our former chief executive officer
and a director, was notified by us of his termination as a consultant. On
September 14, 2000, we received a letter of representation from Mr. Case's
counsel notifying us of his resignation as a director and that he had potential
claims for certain payments relating to his employment/consulting agreement with
us. We dispute the position taken by Mr. Case and are currently negotiating with
Mr. Case to resolve such dispute.

         There is no other material litigation pending to which we are a party
or to which any of our property is subject.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

                  None.

         (b)      Reports on Form 8-K.

                  None.





                                      19
<PAGE>   20
                                   SIGNATURES

         In accordance with the requirements 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:   August 20, 2001         By:   /s/ Brendan G. Elliot
                                   _____________________________________________
                                   Brendan G. Elliot, President, Chief Executive
                                   Officer

Dated:   August 20, 2001         By:  /s/ Wayne H. Lee
                                   _____________________________________________
                                   Wayne H. Lee, Chief Accounting Officer