SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2000
                           Commission File No. 0-25007

                              CONTESSA CORPORATION
        ----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

         Delaware                                        65-0655628
--------------------------------           -------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)


11 Chambers Street, Princeton, New Jersey                                08542
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


                                 (609) 252-0657
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

        Check whether the Issuer:  (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

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


        State the number of shares  outstanding of each of the Issuer's  classes
of common stock, as of May 1, 2000:

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

Common Stock, $.0001 par value                          8,367,624

        Transitional Small Business Disclosure Format (check one):

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


<PAGE>

                       CONTESSA CORPORATION AND SUBSIDIARY
                       -----------------------------------


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

                                                                           Page
                                                                           ----

PART I    FINANCIAL INFORMATION

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

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

          CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
          For the Three Months Ended March 31, 2000, From Inception on
          January 15, 1999 through March 31, 1999, and From Inception on
          January 15, 1999 through March 31, 2000 (unaudited).............   3

          CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
          (DEFICIT) From Inception on January 15, 1999 through
          March 31, 2000 (unaudited)......................................   4

          CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
          For the Three Months Ended March 31, 2000, From Inception on
          January 15, 1999 through March 31, 1999, and From Inception on
          January 15, 1999 through March 31, 2000 (unaudited).............   5

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

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

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

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

PART II   OTHER INFORMATION

     Item 2.   Changes in Securities and Use of Proceeds..................  13

     Item 5.   Other Information..........................................  14

     Item 6.   Exhibits and Reports on Form 8-K...........................  15

SIGNATURES................................................................  16


                                      - i -
<PAGE>


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

Item 1.     Financial Statements.

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

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



                                      -1-
<PAGE>

                       CONTESSA CORPORATION AND SUBSIDIARY
                       -----------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                      CONDENSED CONSOLIDATED BALANCE SHEET
                      ------------------------------------

<TABLE>
<CAPTION>
                                                                         March 31,         December 31,
                                                                           2000               1999
                                                                       -----------        ------------
                                                                       (unaudited)
                             ASSETS
                             ------
<S>                                                                    <C>                <C>
Cash............................................................       $   796,108        $     1,439
Furniture and equipment, net of accumulated depreciation
  of $2,548 and $1,622, respectively............................            17,238             14,594
Other...........................................................             6,666              1,917
                                                                       -----------        -----------
    TOTAL ASSETS................................................       $   820,012        $    17,950
                                                                       ===========        ===========


            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            ----------------------------------------------

CURRENT LIABILITIES:

Accounts payable................................................       $    31,819        $    57,168
Accrued expenses................................................             1,640                 --
Note payable....................................................           100,000                 --
Loan from shareholder...........................................            25,869             25,315
                                                                       -----------        -----------
    Total Current Liabilities...................................           159,328             82,483
                                                                       -----------        -----------


STOCKHOLDERS' EQUITY (DEFICIT):

Preferred stock, 5,000,000 shares, $0.001 par value, authorized;
  no shares issued and outstanding..............................                --                 --

Common stock, 20,000,000 shares, $0.0001 par value,
  authorized; 8,367,624 and 4,584,250 shares issued
  and outstanding, respectively.................................               837                458
Capital in excess of par........................................         2,024,399            249,778
Deficit accumulated during the development stage................          (526,010)          (314,769)
Deferred compensation...........................................          (838,542)                --
                                                                       -----------        -----------
  Total Stockholders' Equity (Deficit)..........................           660,684            (64,533)
                                                                       -----------        -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)..........       $   820,012        $    17,950
                                                                       ===========        ===========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.



                                      -2-
<PAGE>

                       CONTESSA CORPORATION AND SUBSIDIARY
                       -----------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                 ----------------------------------------------
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                From Inception on    From Inception on
                                              For the Three      January 15, 1999    January 15, 1999
                                               Months Ended          through              through
                                              March 31, 2000      March 31, 1999      March 31, 2000
                                              --------------      --------------      --------------

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

Operating expenses:
  General and administrative...........            162,478              7,070               459,263
  Research and development.............             46,998              5,000                64,998
                                               -----------         ----------          ------------
Total operating expenses...............            209,476             12,070               524,261

Other income and expense:
Interest income........................                498                346                 1,060
Interest expense.......................             (2,263)                --                (2,809)

Net loss...............................        $  (211,241)        $  (11,724)         $   (526,010)
                                               ===========         ==========          ============

Basic net loss per share...............        $     (0.04)        $       --
                                               ===========         ==========

Basic weighted average

   Number of shares outstanding........          5,743,370          4,500,000
                                               ===========         ==========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements.



                                      -3-
<PAGE>

                       CONTESSA CORPORATION AND SUBSIDIARY
                       -----------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
       CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
       ------------------------------------------------------------------
      FROM INCEPTION ON JANUARY 15, 1999 THROUGH MARCH 31, 2000 (unaudited)
      ---------------------------------------------------------------------

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

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

Issuance of common stock for
cash..........................     517,624         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                --      (838,542)       36,458

Net loss......................          --         --              --          (526,010)           --      (526,010)
                                 ---------   --------     -----------        ----------     ---------    ----------

Balance at March 31, 2000.....   8,367,624   $    837     $ 2,024,399        $ (526,010)    $(838,542)   $  660,684
                                 =========   ========     ===========        ==========     =========    ==========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.



                                      -4-
<PAGE>

                       CONTESSA CORPORATION AND SUBSIDIARY
                       -----------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                 ----------------------------------------------
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                      From Inception        From Inception
                                                    For the Three   on January 15, 1999   on January 15, 1999
                                                    Months Ended          through              through
                                                   March 31, 2000     March 31, 1999       March 31, 2000
                                                   --------------   -------------------   -------------------

Cash flows used in operating activities:
<S>                                                  <C>               <C>                    <C>
Net loss........................................     $ (211,241)       $  (11,724)            $  (526,010)
Adjustments to reconcile net loss
  to net cash used in operating activities:
Deferred compensation...........................         36,458                --                  36,458
Depreciation....................................            926                45                   2,548
Increase in operating assets:
Other...........................................         (4,749)               --                  (6,666)
Increase (decrease) in operating liabilities:
Accounts payable................................        (25,349)               --                  31,819
Accrued expenses................................          1,640                --                   1,640
                                                     ----------        ----------             -----------
Net cash used in operating activities...........       (202,315)         (11,679)                (460,211)
                                                     ----------        ----------             -----------

Cash flows from investing activity:

Purchase of furniture and equipment.............          3,570             1,961                  19,786
                                                     ----------        ----------             -----------

Cash flows provided by financing activity:

Proceeds from issuance of common stock..........        900,000            60,000               1,150,236
Proceeds from note payable......................        100,000                --                 100,000
Proceeds from loan from shareholder.............            554                --                  25,869
                                                     ----------        ----------             -----------
Cash flows provided by financing activities:....      1,000,554            60,000               1,276,105
                                                     ----------        ----------             -----------

Net increase in cash............................        794,669            46,360                 796,108

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

Cash at end of period...........................        796,108            46,360                 796,108
                                                     ==========        ==========             ===========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.



                                      -5-
<PAGE>

                       CONTESSA CORPORATION AND SUBSIDIARY
                       -----------------------------------
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION

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

     In the opinion of the  Company's  management,  the  accompanying  unaudited
consolidated financial statements contain all adjustments,  consisting solely of
those which are of a normal  recurring  nature,  necessary to present fairly its
financial  position as of March 31, 2000, the results of its operations and cash
flows  for the  three  months  ended  March  31,  2000 and for the  period  from
inception on January 15, 1999 through March 31, 1999 and its operations and cash
flows for the period from inception on January 15, 1999 through March 31, 2000.

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

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

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

NOTE 2 - LOSS PER SHARE

     Basic  loss  per  common  share is  computed  by  dividing  the loss by the
weighted average number of common shares outstanding  during the period.  During
the period from January 15, 1999 through March 31, 1999,  there were no dilutive
securities  outstanding.  During the quarter ending March 31, 2000, shares to be
issued  upon the  exercise  of options  and  warrants  are not  included  in the
computation of loss per share as their effect is anti-dilutive.

NOTE 3 - SIGNIFICANT EVENTS

     On January 21, 2000, Fullcomm entered into a loan agreement with South Edge
International  Limited providing for a loan in the aggregate amount of $100,000.
The loan is evidenced by a promissory note bearing interest at the rate of 10.5%
per annum. This loan is due on January 21, 2001.



                                      -6-
<PAGE>

     On January 28, 2000,  Contessa  consummated  a merger with  Fullcomm,  Inc.
Contessa  issued  4,601,100  shares of Common  Stock for all of the  outstanding
capital of  Fullcomm.  Pursuant  to the  merger,  the  shareholders  of Fullcomm
acquired majority control of Contessa.  For accounting purposes,  the merger has
been  treated as a  recapitalization  of  Contessa  with  Fullcomm,  Inc. as the
acquirer (reverse acquisition). The merger was completed on March 1, 2000.

     In  connection  with the merger,  the  Company  entered  into two  separate
advisory  agreements.  Pursuant to the  agreements,  the Company  issued 350,000
restricted shares of its Common Stock.

     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.  Accordingly,  the Company  will issue to (i) RK
Grace an aggregate of 41,600 common stock purchase warrants at an exercise price
of $2.75 per share and 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 and a cash payment of $5,000.



                                      -7-
<PAGE>

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

OVERVIEW

     History and Organization

     Contessa  Corporation (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 directors 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."  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
and the principal  stockholders  of the Company and Old Fullcomm (the "Merger").
Pursuant to the Merger Agreement, Old Fullcomm was merged with and into Fullcomm
with Fullcomm continuing as the surviving entity under the name "Fullcomm, Inc."
and remaining a wholly-owned subsidiary of the Company. The Merger was completed
on March 1, 2000.

     Business of the Company

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

     The Company is a development stage enterprise.  The Company has devoted the
majority of its  efforts to research  and  development,  prototype  development,
production scheduling,  sourcing inventory and its marketing program,  acquiring
additional equipment,  hiring management talent,  inventory and working capital.
These  activities  have been funded by the Company's  management and through the
private  placements of its common  stock.  The Company has not yet generated any
revenues to fund its ongoing operating expenses,  repay outstanding indebtedness
or entirely fund its research and product development  activities.  There can be
no 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



                                      -8-
<PAGE>

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. 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.

     The  Company is  currently  looking  for a design team that will be able to
commence  construction of the Company's  hardware device. The Company expects to
find such a design team and begin building the hardware device during the second
quarter  of 2000.  The  initial  prototype  development  is  comprised  of three
concurrent stages: (i) prototype  specifications  and device  development;  (ii)
device  software  development;   and  (iii)  server  software  development.  The
construction  of an  initial  prototype  of  such  device  is  expected  to take
approximately  four to six months.  The Company believes that the flexibility of
its design  architecture will allow it to choose a modular development format in
which stages of development have concurrent timetables. Accordingly, the Company
intends to develop the necessary software  concurrently with the building of the
hardware device.

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

     The Company  anticipates  revenues to be generated from licensed technology
products, transaction fees and information services delivered over the Internet,
private  Intranets  or other  networks.  The  Company  expects  that its  online
security system will be used to facilitate the  distribution of information over
the  Internet,  including  music,  movies  and  television  programming,  books,
newspapers and periodicals,  software,  voice  communication  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



                                      -9-
<PAGE>

from such partners' and their customers'  commercial deployment of the Company's
applications and services.

     Employees

     The  Company   currently  has  five  employees  and  does  not  expect  any
significant change in such number in the near future.

     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 $796,108 and working capital was $636,780 at
March 31, 2000.

     As of March 31, 2000, the Company had a tax loss  carry-forward of $526,010
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



                                      -10-
<PAGE>

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 January 21, 2000, Fullcomm entered into a loan agreement with South Edge
International  Limited providing for a loan in the aggregate amount of $100,000.
The loan is evidenced by a promissory note bearing interest at the rate of 10.5%
per annum. This loan is due on January 21, 2001.

     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.  Accordingly,  the Company  will issue to (i) RK Grace an  aggregate  of
41,600 common stock  purchase  warrants at an exercise  price of $2.75 per share
and 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 and a cash payment of $5,000.

     The Company  anticipates  that it will be able to fund  operations  through
December 31, 2000.  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  calendar year 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.

     Year 2000 Compliance

     The Company did not experience any significant computer or systems problems
relating to the Year 2000.  Upon review of the  Company's  internal and external
systems  during 1999, the Company  determined  that it did not have any material
exposure to such computer problems and that the software and systems required to
operate its  business and provide its services  were Year 2000  compliant.  As a
result,  the Company did not incur,  and does not expect to incur,  any material
expenditures relating to Year 2000 systems issues.



                                      -11-
<PAGE>

RESULTS OF OPERATIONS

Three Months Ended March 31, 2000 and 1999
------------------------------------------

     The Company is a development stage company and revenues for the each of the
quarters  ended March 31, 2000 and March 31, 1999 was zero.  Operating  expenses
consist of general and  administrative  expenses and  research  and  development
expenses.  Operating  expenses  during the three months ended March 31, 2000 and
the period  from  inception  on January  15,  1999  through  March 31, 1999 were
$209,476 and $12,070, respectively, an increase of $197,406, or 1635.5%.

     General and  administrative  expenses  consist  primarily  of  professional
salaries  and  benefits,   depreciation  and   amortization,   professional  and
consulting  services,   office  rent  and  corporate   insurance.   General  and
administrative  expenses  during the three  months  ended March 31, 2000 and the
period from  inception on January 15, 1999 through  March 31, 1999 were $162,478
and $7,070,  respectively,  an increase of $155,408, or 2198.1%. The increase in
general and  administrative  expenses,  resulted  primarily  from a  significant
increase in operating activities.

     Research and  development  expenses  consist of  professional  salaries and
benefits and allocated  overhead  charged to research and development  projects.
Research and  development  expenses during the three months ended March 31, 2000
and the period from  inception on January 15, 1999  through  March 31, 1999 were
$46,998  and $5,000,  respectively,  an  increase  of  $41,998,  or 840.0%.  The
increase  in  research  and  development  expenses  resulted  primarily  from  a
significant increase in operating activities.

Period From Inception on January 15, 1999 through March 31, 2000
----------------------------------------------------------------

     The Company is a development  stage company.  From inception  through March
31, 2000, the Company had no revenues.

     The  Company  has  incurred  losses  each year since  inception  and has an
accumulated  deficit of  $526,010  at March 31,  2000.  The  Company  expects to
continue to incur losses over,  approximately,  the next two to three years from
expenditures  on research,  product  development,  marketing and  administrative
activities.

     The Company does not expect to generate  significant  revenues from product
sales for,  approximately,  the next two to three years during which the Company
will engage in  significant  research  and  development  efforts.  However,  the
Company  may  enter  into  licensing  or other  agreements  with  marketing  and
distribution  partners  that  may  result  in  license  fees and  other  related
revenues. No assurance can be given, however, that such research and development
efforts will result in any commercially  viable products,  or that any licensing
or other  agreements  with marketing and  distribution  partners will be entered
into and result in revenues.  The  Company's  future  success will depend on its
ability  to   transform   its   research   and   development   activities   into
commercializable products.



                                      -12-
<PAGE>

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

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

     On January 28, 2000, the Company entered into Merger Agreement by and among
Old  Fullcomm,  Fullcomm and the principal  stockholders  of the Company and Old
Fullcomm.  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.

     In connection with the Merger, the Company issued an aggregate of 4,601,100
restricted  shares of its Common  Stock to the  shareholders  of Old Fullcomm in
consideration  for the  outstanding  shares of Old Fullcomm.  Additionally,  the
Company issued a stock dividend of 695,994 restricted shares of its Common Stock
to its then current  stockholders as consideration  for the Merger.  The Company
also issued an  aggregate  of 175,000  restricted  shares of its Common Stock to
Brad  Tashenberg  and an  aggregate of 175,000  restricted  shares of its Common
Stock to Gregory Creekmore pursuant to their respective advisory agreements with
the Company.

     On January 28,  2000,  the Company  granted to Richard T. Case,  options to
purchase an  aggregate  of 175,000  shares of the  Company's  Common Stock at an
exercise price of $0.10 per share.

     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, 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, as its placement  agent, and Grace, as
its  consultant.  On April 28, 2000, RK Grace and Grace agreed to reduce certain
aspects of their respective fees relating to such private  placement and Merger.
Accordingly,  the  Company  will  issue to (i) RK Grace an  aggregate  of 41,600
common stock  purchase  warrants at an exercise  price of $2.75 per share and 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 and a cash payment of $5,000.

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



                                      -13-
<PAGE>

ITEM 5.     OTHER INFORMATION.

     On April 9, 1999,  the Company  entered  into a definitive  Stock  Purchase
Agreement  with  Mr.  Pietro   Bortolatti,   the  Chief  Executive   Officer  of
Gastronnomia   Bocca  Di  Rosa,  Inc.  ("GBDR"),   the  Company's   wholly-owned
subsidiary,  pursuant to which Mr.  Bortolatti  was to transfer his entire share
ownership in the Company,  consisting  of an aggregate of 562,000  shares of the
Company's common stock,  $0.0001 par value ("Common Stock"),  to the Company and
in return would receive the Company's  entire stock ownership in GBDR. The Stock
Purchase Agreement contained a number of conditions precedent which needed to be
satisfied before the sale could be consummated. In addition, by letter amendment
dated  April 23,  1999,  any closing  would be  deferred  until such time as the
Company had  prepared  appropriate  filings  with the  Securities  and  Exchange
Commission.  The  consummation of the Stock Purchase  Agreement was completed on
February 23, 2000 upon the satisfaction of such conditions.

     The   effect  of  such   transaction   was  to   transfer   the   Company's
restaurant-related  assets to Mr. Bortolatti in exchange for his ownership stake
in the Company.  GBDR had formerly been a  wholly-owned  subsidiary in an entity
controlled by Mr. Bortolatti.  GBDR was acquired by the Company in 1997 at which
time Mr. Borolatti,  through his affiliated  entity,  received 562,000 shares of
Common Stock of the Company.  The Company has  invested  approximately  $195,000
consisting primarily of leasehold  improvements,  restaurant equipment and other
items in  attempting  to develop a casual  restaurant  operation  in the Coconut
Grove  section  of  Miami.  The  leasehold  on which  the  restaurant  was to be
developed was  originally  held by an affiliate of Mr.  Bortolatti.  Development
efforts met with delays and had fallen behind schedule. Mr. Bortolatti indicated
that  approximately  $200,000  in  funds  would be  needed  in order to make the
restaurant project  operational and the Company's  management decided to abandon
the development effort.

     On January 28, 2000, the Company entered into Merger Agreement by and among
Old  Fullcomm,  Fullcomm and the principal  stockholders  of the Company and Old
Fullcomm.  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.

     On April 28, 2000, Richard T. Case notified the Company that, effective May
22, 2000,  he will resign from his  position as the  Company's  Chief  Executive
Officer. He had served in such capacity since January 2000.

     On April  28,  2000,  Howard M.  Weinstein  was  appointed  to serve as the
Company's new Chief Executive  Officer  commencing on May 22, 2000. From 1989 to
April 2000, Mr. Weinstein, 36, was employed by GE Industrial Systems, a division
of  General  Electric,  where he held  multiple  roles in  control  engineering,
engineering management,  project management and product and strategic marketing.
Prior to that, Mr. Weinstein was employed by Newport News Shipbuilding  where he
worked on  instrumentation  and  controls  for  nuclear  propulsion  systems for
aircraft  carriers and fast attack  submarines.  Mr.  Weinstein  graduated  from
Virginia Tech in 1986 with a BS degree in electrical engineering.



                                      -14-
<PAGE>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

     (a)    Exhibits.

            10.1    Memorandum   of    Understanding    re:   Placement   Agent.
                    (Incorporated by reference to the Company's Annual Report on
                    Form 10-KSB for the year ended December 31, 1999).

            10.2    Tashenberg  Consulting Agreement  (Incorporated by reference
                    to the  Company's  Annual Report on Form 10-KSB for the year
                    ended December 31, 1999).

            10.3    Creekmore Consulting Agreement (Incorporated by reference to
                    the  Company's  Annual  Report on Form  10-KSB  for the year
                    ended December 31, 1999).

            10.4    Letter  Agreement re: Master  Distribution  (Incorporated by
                    reference to the Company's  Annual Report on Form 10-KSB for
                    the year ended December 31, 1999).

            10.5    Consulting  Agreement  (Incorporated  by  reference  to  the
                    Company's  Annual  Report on Form  10-KSB for the year ended
                    December 31, 1999).

            10.6    Form of  Indemnification  Agreement entered into between the
                    Company and each of its officers and directors.

            10.7    Employment  Agreement  dated  January 28,  2000  between the
                    Company and Richard T. Case.

            10.8    Employment  Agreement  dated  February  28, 2000 between the
                    Company and Brendan G. Elliott.

            10.9    Employment  Agreement  dated  April  28,  2000  between  the
                    Company and Howard M. Weinstein.

            27      Financial Data Schedule for the period ended March 31, 2000.

     (b)    Reports on Form 8-K.

            On March 14, 2000, the Company filed a  report  on Form 8-K relating
            to the  transfer  of  the  Company's  restaurant-related  assets  to
            Mr. Pietro Bortolatti in exchange for Mr.  Bortolatti's entire share
            ownership in the Company.


                                      -15-
<PAGE>

                                   SIGNATURES

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

                              CONTESSA CORPORATION

DATE:  May 12, 2000            By:  /s/ Richard T. Case
                                    ------------------------------------
                                    Richard T. Case,
                                    Chief Executive Officer
                                    (Principal Executive Officer)



DATE:  May 12, 2000            By:  /s/ Wayne H. Lee
                                    ------------------------------------
                                    Wayne H. Lee
                                    Executive Vice President
                                    (Principal Financial and Accounting Officer)





                                      -16-