|**UNITED STATES**                                                                     
|--------------------------------------------------------------------------------------
|**SECURITIES AND
    EXCHANGE COMMISSION**                                            
|**Washington, DC
    20549**                                                          
|                                                                                      
|Form 10-QSB                                                                           
|(Mark
    one)                                                                        
|[ X ] QUARTERLY REPORT UNDER SECTION 13 OR
    15 (d) OF THE                          
|SECURITIES EXCHANGE ACT OF 1934                                                       
|                                                                                      
|For the quarterly period ended: March
    31, 2000                                    
|                                                                                      
|[    ] TRANSITION REPORT
    UNDER SECTION 13 OR 15 (d) OF THE                        
|SECURITIES EXCHANGE ACT OF 1934                                                       
|                                                                                      
|For the transition period from ____________
    to _____________                      
|                                                                                      
|Commission file number: 0-023532                                                      
|                                                                                      
|AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY
    CORPORATION                              
|(Exact name of small
    business issuer as specified in its charter)                 
|                                                                                      
|Texas                                                                                 
|(State or other
    jurisdiction of incorporation or organization)                    
|                                                                                      
|6227 Southwest Freeway, Houston, TX                                                   
|(Address of principal executive offices)                                              
|                                                                                      
|713-988-8884                                                                          
|(Issuers telephone
    number)                                                       
|_____________________________________________________________                         
|(Former name, former address
    and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by section 13
or 15 (d) of the Exchange Act during the past 12 months ( or for such shorter period that
the registrant was required to file such report (s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

|State the number of shares outstanding of each of the issuers
    classes of common equity, as of the latest practicable date:
|-------------------------------------------------------------------------------------------------------------------------------
|Common Stock, $.01 par value 10,320,538 shares outstanding as of May 8,
    2000.                                              
|Transitional Small Business Disclosure Format: Yes __ No X                                                                     
|Page 1 of 11                                                                                                                   







INDEX

|PART I. FINANCIAL INFORMATION                                   | Page
|--------------------------------------------------------------- | ----
|Item 1.
    Financial Statements (Unaudited)                    | 2   
|Item
    2. Managements Discussion and Analysis                | 2   
|                                                                |     
|PART II. OTHER INFORMATION                                      |     
|Item 1. Legal
    Proceedings                                   | 5   
|Item 2. Changes in
    Security                                 | 5   
|Item 3.
    Default Upon Senior Securities                      | 5   
|Item 4. Submission of
    Matters to a Vote of Security Holders | 5   
|Item 5. Other
    Information                                   | 5   
|Item 6.
    Exhibits and Reports on Form 8-K                    | 5   



AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION



PART I FINANCIAL INFORMATION

Item 1. Financial Statements
(Unaudited)

Balance Sheet  March 31, 2000 (Unaudited).

Statements of Operations - Three Months Ended March 31, 2000 and 1999 (Unaudited).

Statements of Cash Flows - Three months ended March 31, 2000 and 1999 (Unaudited).

Notes to Financial Statements

Item
2. Managements Discussion and Analysis of Financial Condition and Results of
Operations

Forward-Looking Statements; Market Data

We make forward-looking statements in the "Managements
Discussion and Analysis of Financial Condition and, Results of Operations" in this
Quarterly Report. These forward-looking statements include, but are not limited to,
statements about our plans, objectives, expectations, intentions and assumptions and other
statements that are not historical facts. We generally intend the, words
"expect", anticipate", "intend", "plan",
"believe", "seek", "estimate" and similar expressions to
identify forward-looking statements.

Because these forward-looking statements involve risks and
uncertainties, our actual results may differ materially from those expressed or implied by
these forward-looking statements.

All forward-looking statements in this Quarterly Report reflect our
current views about future events and are based on assumptions and are subject to risks
and uncertainties. Except as required by applicable law, including the securities laws of
the United States, we do not intend to update or revise any forward-looking statements.

This Quarterly Report contains certain estimates and plans related to
us and the wireless telecommunications industry in which we operate, which assumes certain
events, trends and activities will occur and the projected information based on those
assumptions. We do not know all that our assumptions are accurate. In particular, we do
not know what level of growth in the wireless telecommunications industry, and
particularly in those markets in which we operate and shall seek to expand.. If our
assumptions are wrong about any events, trends and activities, then our estimates for
future growth for wireless telecommunications and our business may also be wrong. There
can be assurances that an of our estimates as to our business growth will be achieved.

Results of Operations

During the three month period ended March 31, 2000, we had revenues of
$81,860 compared to revenues of $57,010 during the comparable period of 1999. The increase
in revenues by approximately $24,000 during the three month period ended March 31, 2000 as
compared to March 31, 1999 is the result of our increased customer base and greater
consumer awareness during the first quarter of 2000.

We incurred a net loss of $205,445 ($0.03 per share) during the three
month period ended March 31, 2000, compared to a net loss of $109,429 ($0.03 per share)
for the comparable three month period in 1999. The primary reason for the increase in our
net loss during the first quarter of 2000 compared to the first quarter of 1999 is the
increase in professional and legal fees (an increase of approximately $75,000) related to
being a public company under the Securities Exchange Act of 1934. In addition, we also
increased our advertising expense by approximately $19,000.

There are no known trends, events or uncertainties that have had or
that are reasonably expected to have a material adverse impact on the net sales or
revenues or income from our continuing operation. There is an increasing trend toward use
of pagers and wireless cellular telephones and other wireless equipment by all segments of
the population, including prepaid and regular use. We expect to benefit from this trend in
the Texas Gulf Coast market. We also expect increased revenues as a result of the pending
completion of the acquisition of Beeper Boutique, and Cameras, Etc. We anticipate that we
will benefit from the increased market share in the South Texas and Louisiana area. There
are no seasonal aspects that have any material effect on our financial condition or
results of operations.

Liquidity and Capital Resources

At March 31, 2000, we had current assets of $313,507, compared to
current assets of $84,813 at December 31, 1999, an increase of 270 %. The increase in
current assets is primarily the result of an increase in cash by approximately $76,000,
increase to $72,980 in prepaid expenses, principally representing shares issued in
consideration for future services, and an increase to $46,247 in loans and exchanges which
represents advances made to Cameras Etc. prior to the closing of the acquisition, which
occurred after the end of the quarter ended March 31, 2000 and which will be repaid. We
also had an increase in inventory of $20,937 during the first quarter ended March 31, 2000
compared to December 31, 1999.

Our current liabilities of March 31, 2000 were $324,320 which is only
an insignificant increase compared to $312,828 at December 31, 1999.

Our non-current liabilities were $525,593 at March 31, 2000 compared to
$540,987 at December 31, 1999, which also is not a significant change. Subsequent to the
year ended December 31, 1999, and to the end of the quarter ended March 31, 2000, we
received $338,450 from private investors in consideration for the issuance of 1,309,602
restricted shares. In addition, we issued 1,190,000 in consideration for services and
future services. Subsequent to the end of the quarter ended March 31, 2000, we issued
600,000 shares for services and future services rendered by third party individual
consultants and professionals.

We have a pending transaction that is likely to adversely impact our
liquidity, at least during the short term. This relates to our planned acquisition of the
assets of Beeper Boutique which include retail wireless pager stores and assets related to
this business. While we expect in the future that the acquisition of Beeper Boutique
stores and their customers will generate a positive cash flow for us, we must also fund
our purchase of these assets, with cash and securities as well as pay the ongoing
operating expenses.

There is also a trend in the wireless industry toward rapid
technological change and development, but such trend should not adversely impact upon
resellers and retail operators. As a result, other than the current portion of our
long-term and capital leases, we do not know of any trends, events or uncertainties that
have or are reasonably likely to have a material impact on our short-term or long-term
liquidity. Our liquidity and ability to fund operations has been the result of operating
revenues as well as sales of our securities to private investors.

Obligations to be Assumed see revisions

In connection with the planned acquisition of the assets of Beeper
Boutique, under a letter of intent that was amended and revised after the quarter ended
March 31, 2000, we have agreed to a purchase price of $560,000 payable to Beeper Boutique
which price shall include the assumption of certain liabilities of Beeper Boutique of up
to $150,000, including, but not limited to: costs for beeper air time, equipment, carrier
charges, utilities among other obligations of Beeper Boutique; all guarantees by Beeper
Boutique to customers except for any obligation for the return of merchandise for 30 days
after the closing date; and the maintenance of Beeper Boutique's bank accounts including
customer deposits. We will also assume assets, which may also be subject to liabilities,
for lease obligations, inventory and subscribers of the Beeper Boutique. Prior to the year
ended December 31, 1999, we paid Beeper Boutique a $25,000 deposit and an acquisition
extension fee of $35,000. The remainder of the purchase price of $350,000 is payable in
two promissory notes: a $150,000 note with 12% interest payable at June 15, 2000; and a
$200,000 note with 12% interest payable at July 5, 2000. It is our assumption, based upon
its recent operations, that Beeper Boutique should continue to have monthly revenues that
exceed its expenses, and the operations of Beeper Boutique, upon completion of the
acquisition, will cover the obligations referred to above.









PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any litigation that is material.

Item 2. Changes in Security

During the three month period ended March 31, 2000, we issued
2,499,602 shares that were not registered under the Securities Act of 1933, as amended
(the "Act"). We relied upon Section 4(2) and the private placement rules under
the Act as the basis for the exemption from the registration requirements of the Act. The
shares were sold to private investors.



Item 3. Default 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:

|Exhibit No | Document Description                                                                                                                                                                        
|---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |                                                                                                                                                                                             
|3(i)       | Articles of Incorporation and amendments (filed as Exhibits to the
    Company's Annual Report on Form 10-KSB for the year ended December 31, 1999 and
    incorporated herein by reference)
|3(ii)      | Bylaws (filed as Exhibit to the Company's Annual Report on Form 10-KSB for
    the year Ended December 31, 1999 and incorporated herein by reference)                                       
|27         | Financial Data Schedule                                                                                                                                                                     

(b) Form 8-K.

During the quarter ended March 31, 2000, the Company did not file any
Reports on Form 8-K.









SIGNATURES

In accordance with Section 12 or 15(d) of the Exchange Act, the small business issuer
has caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION

|By: /s/ Steven H. Bethke                                         
|-----------------------------------------------------------------
|Steven H. Bethke, President, Chief Executive Officer and Director
|Dated: May 10, 2000                                              
|Houston, TX                                                      

In accordance with the Exchange Act, this report has been signed below by the following
person on behalf of the small business issuer and in the capacities and on the dates
indicated.

By: /s/ Steven H. Bethke Steven H. Bethke





**AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION**

**INDEX**

**Part I Financial
Information**

|                                                                                | Page
|------------------------------------------------------------------------------- | ----
|Balance Sheet at March 31, 2000                                                 | 7   
|Statements of Operations
    for the three months ended March 31, 2000 and 1999 | 8   
|Statements of Cash Flows
    for the three months ended March 31, 2000 and 1999 | 9   
|Notes to Financial
    Statements                                               | 11  













AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION

BALANCE SHEET

UNAUDITED

|ASSETS                                                                                                         
|---------------------------------------------------------------------------------------------------------------
|                                                                                                               
|Current
    Assets:                                                                                            
|Cash                                                                                                           
|Accounts receivable                                                                                            
|Inventory                                                                                                      
|Loans and exchanges                                                                                            
|Prepaid expenses                                                                                               
|Total current assets                                                                                           
|                                                                                                               
|Property
    and Equipment                                                                                     
|Property and Equipment, at cost - net                                                                          
|                                                                                                               
|Other
    Assets:                                                                                              
|Security deposits                                                                                              
|Acquisition deposits                                                                                           
|Organization expense, at cost - net                                                                            
|Total other assets                                                                                             
|Total assets                                                                                                   
|                                                                                                               
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                           
|                                                                                                               
|Current
    Liabilities:                                                                                       
|Bank loan payable                                                                                              
|Current portion of long term debt and capital leases                                                           
|Accounts payable, accrued expenses and taxes payable                                                           
|Total current liabilities                                                                                      
|Long-Term
    Liabilities:                                                                                     
|Long term debt and capital leases                                                                              
|Loans payable - officers'                                                                                      
|Total long-term liabilities                                                                                    
|                                                                                                               
|Total liabilities                                                                                              
|                                                                                                               
|Commitments
    and Contingencies                                                                              
|                                                                                                               
|Stockholders'
    Equity                                                                                       
|Common stock, $.01 par value per share, 20,000,000
              shares authorized, 9,132,938 and
    7,133,536
|issued and outstanding, respectively                                                                           
|Additional paid in capital in excess of par value                                                              
|Accumulated deficit                                                                                            
|Treasury stock                                                                                                 
|Total stockholders' equity                                                                                     
|Total liabilities and stockholders' equity                                                                     







AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION

STATEMENTS OF OPERATIONS

For the three months ended March 31,

UNAUDITED

|Revenues:                                                        | 2000        | 1999       
|---------------------------------------------------------------- | ----------- | -----------
|Sales                                                            | $ 81,860    | $ 57,010   
|                                                                 |             |            
|Cost
    of Sales:                                               |             |            
|Purchases                                                        | 51,043      | 39,273     
|Gross
    profit                                                 | 30,817      | 17,737     
|Expenses:                                                        |             |            
|Contract labor                                                   | 74,753      | 65,017     
|Professional fees                                                | 78,129      | 3,244      
|Bad debts                                                        | 1,169       | -          
|Fees - other                                                     | 325         | -          
|Insurance                                                        | 1,064       | -          
|Rent                                                             | 10,507      | 10,064     
|Office expense                                                   | 4,921       | -          
|Miscellaneous                                                    | 4,692       | 1,011      
|Maintenance costs                                                | 260         | 92         
|Automobile expense                                               | 3,322       | -          
|Depreciation                                                     | 12,121      | 12,123     
|Utilities                                                        | 1,881       | 1,096      
|Telephone                                                        | 4,598       | 3,232      
|Contributions                                                    | 1,580       | -          
|Advertising                                                      | 25,774      | 6,399      
|Miscellaneous taxes                                              | 2,249       | 3,404      
|Amortization expense                                             | 254         | 254        
|                                                                 |             |            
|Total expenses                                                   | 227,599     | 105,936    
|                                                                 |             |            
|(Loss)
    from operations                                       | (196,782)   | (88,199)   
|Interest expense - net                                           | 8,663       | 21,230     
|(Loss)
    before provision for income taxes                     | (205,445)   | (109,429)  
|Provision for income taxes                                       | -           | -          
|                                                                 |             |            
|Net
    (loss)                                                   | $ (205,445) | $ (109,429)
|                                                                 |             |            
|(Loss)
    per share of common stock based upon 7,492,179        |             |            
|and
    3,520,800 (weighted average) shares issued, respectively | $ (0.03)    | $ (0.03)   





FORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS

For the three months ended March 31,

|Cash
    Flows from Operating Activities:           | 2000        | 1999       
|--------------------------------------------------- | ----------- | -----------
|                                                    |             |            
|Net
    (loss)                                      | $ (205,445) | $ (109,429)
|Adjustment to reconcile net (loss) to net cash      |             |            
|(used in) operating activities:                     |             |            
|Depreciation and amortization expense               | 12,375      | 12,377     
|Common stock issued for services                    | 88,700      | -          
|(Increase) decrease in accounts receivable          | (11,968)    | 2,141      
|(Increase) in inventory                             | (20,937)    | (2,442)    
|(Increase) decrease in deposits and prepaid expense | (119,227)   | 38,023     
|(Increase) in security deposits                     | -           | (9,883)    
|Increase in accounts payable, accrued expenses      |             |            
|and taxes payable                                   | 11,493      | 28,515     
|                                                    |             |            
|Net cash (used in) operating activities             | (245,009)   | (40,698)   
|                                                    |             |            
|Cash
    Flows from Investing Activities:           |             |            
|Purchase of property and equipment                  | (1,485)     | -          
|                                                    |             |            
|Net cash (used in) investing activities             | (1,485)     | -          
|                                                    |             |            
|Cash
    Flows from Financing Activities:           |             |            
|Proceeds from issuance of common stock              | 338,450     | 34,700     
|(Decrease) in loans payable                         | (7,980)     | (32,474)   
|(Decrease) in loan payable - officers'              | (7,414)     | -          
|                                                    |             |            
|Net cash provided by financing activities           | 323,056     | 2,226      
|                                                    |             |            
|Net
    increase (decrease) in cash                 | 76,562      | (38,472)   
|                                                    |             |            
|Cash -
    January 1,                               | 4,962       | 53,849     
|Cash -
    March 31,                                | $ 81,524    | $ 15,377   
|                                                    |             |            
|Supplemental
    Disclosures:                       |             |            
|Income tax                                          | $ -         | $ -        
|Interest paid                                       | $ 8,663     | $ 23,320   
|                                                    |             |            
|Supplemental
    Schedule of Non-Cash Investing and |             |            
|Financing
    Activities:                           |             |            
|Non-cash issuance of common stock                   | $ 88,700    | $ -        













AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION

NOTES TO FINANCIAL STATEMENTS

March 31, 2000

Note 1  Basis of Presentation:

The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring adjustments)
which are, in the opinion of management, necessary for a fair statement of results for the
interim periods.

The results of operations for the three month period ended March 31,
2000 are not necessarily indicative of the results to be expected for the full year.

Note 2  Material Events:

During the three months ended March 31, 2000, the following events
occurred:

The Company issued 2,629,602 shares of its common stock. The Company
received proceeds of $338,450 for the issuance of 1,309,602 shares. Additionally, the
Company issued 1,190,000 shares for current and future services during the quarter ended
and 120,000 shares subsequently. Also, during the quarter ended, the Company cancelled the
previous issuance of 500,000 shares for services rendered and reissued 240,000 (included
in the 1,190,000) to JB Marc Associates to settle a disputed consulting agreement.

During the quarter ended March 31, 2000, the Company extended and
renegotiated its bank loan of $110,000. The loan was extended to September 29, 2000 with
five monthly payments of $3,654 beginning April 29, 2000 and the balance due September 29,
2000.

Note 3  Subsequent Events:

On May 3, 2000, the Company acquired all the assets of Intergo Company
d/b/a Cameras, Etc. for 400,000 shares of its common stock (restricted). During November
and December 1999, the Company advanced $22,742 towards the operations of Intergo which
are not being repaid and, therefore, part of the purchase price. During the quarter ended
March 31, 2000, the Company advanced an additional $46,247 towards the operations of
Intergo which will be repaid by the acquired Company.

Subsequent to the quarter ended March 31, 2000, the Company
renegotiated its letter of intent and purchase agreement to acquire the assets of Beeper
Boutique, Ltd. The acquisition price has been revised to $560,000 (including the deposits
of $25,000 and extension fee payment of $35,000) and the assumption of up to $150,000 of
Beeper Boutiques liabilities. The balance of $500,000 is payable with $150,000 at
closing and notes of $150,000 and $200,000 accruing interest at 12% per annum due June 15,
2000 and July 5, 2000 respectively. The previous letter of intent for 1,250,000 shares of
the Companys common stock and certain cash compensation payments was voided in the
revised agreement.