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: June 30, 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: 0-28175

                 AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORP.


                                TEXAS 76-0548546


                       6227 SW Freeway, Houston, TX 77074


                                  713-988-8884

          _____________________________________________________________

     (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 12, 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, $.001 par value 14,483,738  shares outstanding as of July 31,
2000.
<PAGE>


                                      INDEX
                       PART I. FINANCIAL INFORMATION
                                                                           Page
Item 1. Consolidated 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                  4
Item 5. Other Information                                                    6
Item 6. Exhibits and Reports on Form 8-K                                     6
<PAGE>

PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements

     Consolidated  Balance Sheets as of June 30, 2000  (Unaudited)  and December
31, 1999.

     Consolidated Statements of Income ( Loss) for the Six months ended June 30,
2000 and 1999 (Unaudited).

     Consolidated  Statements  of Cash Flows for the Three months and Six months
ended June 30, 2000 and 1999 Notes to Consolidated Financial Statements



              AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION

  INDEX

  .......................................................... PAGE NO.

Part I Unaudited Financial Information


      Balance Sheets at June 30, 2000 and December 31, 1999     1

      Statements of Operations for the six months
           ended June 30, 2000 and 1999 ....................    2

      Statements of Operations for the three months
           ended June 30, 2000 and 1999 ....................    3

      Statements of Cash Flows for the six months
           ended June 30, 2000 and 1999 ....................    4


      Notes to Financial Statements ........................    5



<TABLE>
<CAPTION>

              AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION
                                  BALANCE SHEET
                                     ASSETS
                                   (Unaudited)
<S>                                                       <C>          <C>    <C
                                                              December 31,
Current Assets: .......................................        2000        1999
                                                       ------------------------
                                                       ------------------------
      Cash ............................................$     45,936$      4,962
      Accounts receivable .............................      43,092      19,912
      Inventory .......................................     186,091      59,939
      Investment ......................................      73,137        --
      Loans and exchanges .............................      23,242        --
      Prepaid expenses ................................     191,914        --
                                                       ------------------------
                                                       ------------------------
           Total current assets .......................     563,412      84,813
                                                       ------------------------
                                                       ------------------------

Property and Equipment
      Property and Equipment, at cost - net ...........   1,135,126     643,265
                                                       ------------------------
                                                       ------------------------

Other Assets:
      Security deposits ...............................      29,266      21,739
      Acquisition deposits ............................        --        82,742
      Goodwill ........................................     475,786        --
      Organization expense, at cost - net .............       3,051       3,560
                                                       ------------------------
                                                       ------------------------
           Total other assets .........................     508,103     108,041
                                                       ------------------------
                                                       ------------------------
          TTotalAassets ...............................$  2,206,641$    836,119
                                                       ========================
                                                       ========================

                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
      Bank loan payable ...............................$     99,329$    110,000
      Current portion of long term debt and capital lea     228,182     148,106
      Deferred income .................................     173,550
      Accounts payable, accrued expenses and taxes paya     369,282      54,722
                                                       ------------------------
                                                       ------------------------
           Total current liabilities ..................     870,343     312,828
                                                       ------------------------
                                                       ------------------------
Long-Term Liabilities:
      Long term debt and capital leases ...............     591,224     488,320
      Loans payable - officers' .......................     106,531      52,667
                                                       ------------------------
                                                       ------------------------
           Total long-term liabilities ................     697,755     540,987
                                                       ------------------------
                                                       ------------------------

           Total liabilities ..........................   1,568,098     853,815
                                                       ------------------------
                                                       ------------------------

Commitments and Contingencies

Stockholders' Equity (Deficit)
      Common stock, $.01 par value per share, 20,000,000 shares
           authorized, 12,332,138 and 7,133,536
           issued and outstanding, respectively .......     122,999      71,335
      Additional paid in capital in excess of par value   1,857,801     625,490
      Accumulated deficit .............................  (1,177,257    (679,521)
      Stock subscription receivable ...................    (130,000)       --
      Treasury stock ..................................     (35,000     (35,000)
                                                       ------------------------
                                                       ------------------------
           Total stockholders' equity (deficit) .......     638,543     (17,696)

                                                       ------------------------
                                                       ------------------------
           Total liabilities and stockholders' equity .$  2,206,641$    836,119
                                                       ========================
                                                       ========================
</TABLE>

                             See accompanying notes

                                       -1-
<PAGE>
<TABLE>
<CAPTION>

              AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                        For the six months ended June 30,
<S>                                                    <C>              <C>

Revenues: .............................................        2000        1999
                                                       ------------------------
                                                       ------------------------
      Sales ...........................................$    379,973$    120,353

Cost of Sales:
      Purchases .......................................     190,151      72,689
                                                       ------------------------
                                                       ------------------------

Gross profit ..........................................     189,822      47,664
                                                       ------------------------
                                                       ------------------------

Expenses:
      Contract labor ..................................     229,721     137,230
      Professional fees ...............................     137,443       3,235
      Bad debts .......................................       7,656        --
      Fees - other ....................................      78,622        --
      Equipment rental ................................         997        --
      Insurance .......................................       2,907        --
      Donated services ................................        --         2,000
      Rent ............................................      51,137      20,491
      Security ........................................          90        --
      Repairs and maintenance .........................       1,117      11,082
      Office expense ..................................      12,209        --
      Miscellaneous ...................................      24,556       9,165
      Automobile expense ..............................       9,568        --
      Depreciation ....................................      28,373      24,753
      Utilities .......................................       4,638        --
      Telephone .......................................      20,299       7,900
      Contributions ...................................       2,130        --
      Travel & entertainment ..........................         939        --
      Advertising .....................................      48,076      13,408
      Miscellaneous taxes .............................       2,323       7,873
      Amortization expense ............................       2,500        --
                                                       ------------------------
                                                       ------------------------

           Total expenses .............................     665,301     237,137
                                                       ------------------------
                                                       ------------------------

(Loss) from operations ................................    (475,479    (189,473)

           Interest expense - net .....................      22,245      34,616
                                                       ------------------------
                                                       ------------------------

(Loss) before provision for income taxes ..............    (497,724    (224,089)

      Provision for income taxes ......................          12        --
                                                       ------------------------
                                                       ------------------------

Net (loss) ............................................$   (497,736$   (224,089)
                                                       ========================
                                                       ========================

(Loss) per share of common stock based upon 9,732,837
      and 4,113,666 (weighted average) shares issued,  $      (0.05$      (0.05)
      respectively                                     ========================
                                                       ========================
</TABLE>

                             See accompanying notes

                                       -2-
<PAGE>
<TABLE>
<CAPTION>

              AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                       For the three months ended June 30,
<S>                                                    <C>               <C>

Revenues: .............................................        2000        1999
                                                       ------------------------
                                                       ------------------------
      Sales ...........................................$    298,113$     63,343

Cost of Sales:
      Purchases .......................................     139,108      33,416
                                                       ------------------------
                                                       ------------------------

Gross profit ..........................................     159,005      29,927
                                                       ------------------------
                                                       ------------------------

Expenses:
      Contract labor ..................................     154,968      72,213
      Professional fees ...............................      59,314          (9)
      Bad debts .......................................       6,487        --
      Fees - other ....................................      78,297        --
      Equipment rental ................................         997        --
      Insurance .......................................       1,843        --
      Donated services ................................        --         2,000
      Rent ............................................      40,630      10,427
      Security ........................................          90        --
      Repairs and maintenance .........................         857      10,990
      Office expense ..................................       7,288        --
      Miscellaneous ...................................      19,864       8,154
      Automobile expense ..............................       6,246        --
      Depreciation ....................................      16,252      12,630
      Utilities .......................................       2,757
      Telephone .......................................      15,701       3,572
      Contributions ...................................         550        --
      Travel & entertainment ..........................         939        --
      Advertising .....................................      22,302       7,009
      Miscellaneous taxes .............................          74       4,469
      Amortization expense ............................       2,246        (254)
                                                       ------------------------
                                                       ------------------------

           Total expenses .............................     437,702     131,201
                                                       ------------------------
                                                       ------------------------

(Loss) from operations ................................    (278,697    (101,274)

           Interest expense - net .....................      13,582      13,386
                                                       ------------------------
                                                       ------------------------

(Loss) before provision for income taxes ..............    (292,279    (114,660)

      Provision for income taxes ......................          12        --
                                                       ------------------------
                                                       ------------------------

Net (loss) ............................................$   (292,291$   (114,660)
                                                       ========================
                                                       ========================

(Loss) per share of common stock based upon 9,732,837
      and 4,113,666 (weighted average) shares issued,  $      (0.03$      (0.03)
      respectively.                                    ========================
                                                       ========================
</TABLE>


                             See accompanying notes
                                       -3-
<PAGE>
<TABLE>
<CAPTION>

              AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                        For the six months ended June 30,
<S>                                                                    <C>                 <C>
Cash Flows from Operating Activities: ............................          2000           1999
                                                                     -----------    -----------
                                                                     -----------    -----------
Net (loss) .......................................................   $  (497,736)   $  (224,089)
Adjustment to reconcile net (loss) to net cash
    (used in) operating activities:
      Depreciation and amortization expense ......................        30,872         24,753
      (Increase) decrease in accounts receivable .................       (23,180)         5,751
      (Increase) in investment ...................................       (73,137)          --
      (Increase) in loans and exchanges ..........................       (23,242)          --
      (Increase) in inventory ....................................      (126,152)       (13,745)
      (Increase) decrease in deposits and prepaid expense ........      (191,914)         3,184
      Decrease in acquisition deposits ...........................        82,742           --
      (Increase) in security deposits ............................        (7,527)          --
      (Increase) in goodwill .....................................      (477,777)          --
      Increase in deferred income ................................       173,550           --
      Increase in accounts payable, accrued expenses
           and taxes payable .....................................       314,560         85,668
                                                                     -----------    -----------
                                                                     -----------    -----------

           Net cash (used in) operating activities ...............      (818,941)      (118,478)
                                                                     -----------    -----------
                                                                     -----------    -----------

Cash Flows from Investing Activities:
      Purchase of property and equipment .........................      (520,234)          --
                                                                     -----------    -----------
                                                                     -----------    -----------

           Net cash (used in) investing activities ...............      (520,234)          --
                                                                     -----------    -----------
                                                                     -----------    -----------

Cash Flows from Financing Activities:
      Proceeds from issuance of common stock .....................     1,283,975        145,058
      (Increase) in subscriptions receivable .....................      (130,000)
      Increase (Decrease) in loans payable .......................       172,309        (64,919)
      Increase in loan payable - officers' .......................        53,864           --
                                                                     -----------    -----------
                                                                     -----------    -----------

           Net cash provided by financing activities .............     1,380,149         80,139
                                                                     -----------    -----------
                                                                     -----------    -----------

Net increase (decrease) in cash ..................................        40,974        (38,339)

Cash - January 1, ................................................         4,962         53,849
                                                                     -----------    -----------
                                                                     -----------    -----------

Cash - June 30, ..................................................   $    45,936    $    15,510
                                                                     ===========    ===========
                                                                     ===========    ===========

Supplemental Disclosures:
      Income tax .................................................   $      --      $      --
                                                                     ===========    ===========
                                                                     ===========    ===========

      Interest paid ..............................................   $    22,245    $    34,616
                                                                     ===========    ===========
                                                                     ===========    ===========
</TABLE>

                             See accompanying notes
                                       -4-
<PAGE>
               AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 June 30, 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 six months period and three months ended
June 30, 2000 are not  necessarily  indicative of the results to be expected for
the full year.

Note 2 - Material Events:

     During the three months ended June 30, 2000, the following events occurred:

     The  Company  issued  3,223,000  shares of its  common  stock and  received
proceeds of $304,500  for the issuance of 1,518,000  shares.  Additionally,  the
Company issued 705,000 shares for current and future services during the quarter
ended and 1,000,000  shares related to the Company's  investments in Cameras and
Beeper Boutique.  The Company cancelled the issuance of 56,000 shares previously
issued in error.

Note 3 - Other 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 were repaid as part of the purchase price.



a.   Cash consideration previously paid $60,000
b.   $10,000 cash payment at closing
c.   Note payment $300,000 including principal and interest, accruing at 12% per
     annum as follows:  Beginning June 26, 2000,  three (3) monthly  payments of
     accumulated  interest only on the 26th day of each month, then beginning in
     the fourth month,  twenty (20) monthly payments of 6673.33 with the balance
     of principle and interest due May 26, 2002.
d.   500,000 shares of restricted common stock to be registered  concurrent with
     the Company's next registration on or before December 31, 2000.

     Subsequent to June 30, 2000,  the Company  issued an  additional  1,450,000
shares of its common stock, and received proceeds of $280,000.

<PAGE>

Item 2. Management's Discussion and Analysis

Forward-Looking Statements; Market Data

     The  discussion  in this  report on Form  10-QSB  contains  forward-looking
statements  that involve risks and  uncertainties.  The statements  contained in
this Report that are not purely historical are forward-looking statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  including
statements  regarding  our  expectations,   beliefs,  intentions  or  strategies
regarding the future. All  forward-looking  statements included in this document
are based on  information  available to us on the date hereof,  and we assume no
obligation to update any such  forward-looking  statements.  Our actual  results
could differ materially from those described in our forward-looking  statements.
Factors that could cause or contribute to such differences  include, but are not
limited to, our unproven business model and a limited operating history in a new
and rapidly evolving  industry;  our ability to implement our business plan; and
our ability to manage our growth,  retain and grow our customer  base and expand
our service offerings.

     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.

     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 and six months period ended June 30, 2000, we had revenues
of $379,973  and  $298,113,  respectively  compared to revenues of $120,353  and
$63,343, respectively during the comparable three and six month periods of 1999.
The  increase in revenues by  approximately  $259,620  and $ 234,770  during the
three and six month  periods ended June 30, 2000 as compared to June 30, 1999 is
principally  the result of our acquisition of the business of Beeper Boutique as
well as. our increased  marketing,  customer base and greater consumer awareness
during  the these  periods  of 2000.  See Item 2, Part II,  with  respect to the
acquisition  of the of Beeper  Boutique.  We  incurred  a net loss of ($0.03 per
share)  during the three  month  period  ended June 30,  2000 and a net loss of
($0.05  per share)  during the six month  period  ended June 30,  2000.  This is
compared  to a net loss of ($0.03 per share) and  ($.05,)  respectively  for the
comparable  three and six month period in 1999. The primary  reasons for the net
loss during the three and six month  periods ended June 30, 2000 compared to the
same period of 1999 is the result of the  acquisition  of the business of Beeper
Boutique  which was concluded on May 31, 2000,  increased  professional  fees in
connection  with the  acquisition  and the  continued  costs  related to being a
public  company  under the  Securities  Exchange Act of 1934 and the issuance of
certain  shares for  services In addition,  we also  increased  our  advertising
expense by approximately $ 45,000.

     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  continued  increased  revenues  as a  result  of the  completion  of the
acquisition  of Beeper  Boutique.  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.

     In addition, we are also endeavoring to commence operations in the business
of automatic meter reading ("AMR"),  which involves use of our existing wireless
technology  for the  purpose  of reading  utility  meters  for  residential  and
business customers. This is a new area of growth, we believe, in the South Texas
and Louisiana gulf coast market.  However, the  business of AMR is developing at
a modest  rate and a the  Public  Utilities  Commission  in Texas  plans  public
hearings  related to among other  issues  rates  consumers  will pay and amounts
utilities may recover. We understand that the Texas Public Utilities  Commission
will consider and evaluate how other states have  proceeded on the  deregulation
of  utilities.  While there can be no assurance  with we will be  successful  in
developing  an AMR business in our market,  we consider this business to be part
of our  long-term  growth plan.  We may consider  whether to proceed with an AMR
business  by  acquisition  or  through  internal  development,  based  upon  our
evaluation of the growth potential and the resources available to us.

Liquidity and Capital Resources

     At June 30, 2000, we had current  assets of $ 563,412,  compared to current
assets of $84,813 at December  31,  1999,  an increase of 564%.  The increase in
current  assets is  primarily  the  result of an  increase  in liquid  assets of
approximately $ 190,000, increase to $ 191,914 in prepaid expenses,  principally
representing shares issued in consideration for future services, and an increase
of $69,405 in loans  payable.  Inventory  increased $ 126,152  during the period
ended June 30, 2000 which represented additional inventory for sale from our two
acquisitions. Our current liabilities at June 30, 2000 were $870,343 which is an
increase of $ 557,515  representing  additional  liabilities acquired as part of
our acquisitions.

     Our  non-current  liabilities  were $ 697,755 at June 30, 2000  compared to
$540,987 at December 31, 1999.  The  increase is  principally  the result of the
acquisition of Beeper Boutique,  which acquisition  included the issuance of one
promissory note in the amount of $300,000.00 with a maturity of two years.

     We have completed the acquisition of Beeper Boutique, a transaction that is
likely to adversely impact our liquidity,  at least during the short term. This
acquisition  of the Beeper  Boutique,  which  operates __ retail  wireless pager
stores and assets  related to this business,  should in the future  increase our
liquidity, with positive cash flow from operations. However, we are obligated to
fund our purchase of the Beeper  Boutique,  with cash and  securities as well as
pay the ongoing operating expenses.

     We have during the six month period ended June 30, 2000 and thereafter used
proceeds from the sale of restricted securities and to a lesser extent cash flow
from operations to fund our business,  and our  acquisitions to date. We believe
that for the  foreseeable  future,  will will continue to use our  securities to
fund additional acquisitions and for pursuing our growth, until such time as our
cash flow from  operations is  sufficient,   although  there can be no assurance
that we will be able to  continue  to  raise  debt or  equity  capital  at terms
satisfactory to us, or that our cash flow from operations will become sufficient
to fund future growth. During the six months ended June 30, 2000 and through the
date of this report, we have raised $ 280,000 to private investors.

     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.

     In  connection   with  the   acquisition  of  the  Beeper   Boutique,   for
consideration  of   $560,000  , our   liabilities  increased  by   approximately
$300,000  during the period ended June 30, 2000 from the prior quarter.  This is
proncipally due to the  liabilities of Beeper  Boutique  for among other things:
beeper air time, equipment,  carrier charges,  utilities among other obligations
of Beeper  Boutique,  all  guarantees by Beeper  Boutique to customers;  and the
maintenance of Beeper  Boutique's  bank accounts  including  customer  deposits.
Prior to the year ended  December  31, 1999,  we paid Beeper  Boutique a $25,000
deposit and an acquisition extension fee of $35,000. In addition to the payments
prior to the year ended  December 31, 1999,  we paid $10,000 in cash on the date
of closing of the Purchase  Agreement.  The  remainder of the purchase  price of
$560,000  was payable by the  issuance of 500,000  shares of  restricted  common
stock and one promissory  note of $300,000 with 12% interest  payable  beginning
June 26, 2000. See Exhibit __,  the Purchase  Agreement of the Beeper  Boutique.
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,  will  satisfy our  obligations  under the note
referred to above.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998,  Financial Accounting Standards Board (FASB) issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments  and  Hedging  Activities"  (FAS  133).  The new  standard  requires
companies to record  derivatives on the balance sheet as assets or  liabilities,
measured at fair value. Under FAS 133, gains or losses resulting from changes in
the values of  derivatives  are to be reported in the statement of operations or
as a deferred  item,  depending on the use of the  derivatives  and whether they
qualify for hedge accounting. The key criterion for hedge accounting is that the
derivative  must be highly  effective  in achieving  offsetting  changes in fair
value or cash  flows of the  hedged  items  during  the term of the  hedge.  The
Company is required to adopt FAS 133 in the first quarter of 2001. To date,  the
Company has not engaged in any foreign currency or interest  hedging  activities
and does not expect  adoption of this new standard to have a significant  impact
on the Company.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting  Bulletin  No.  101 or SAB  101,  Revenue  Recognition  in  Financial
Statements,  which  provides  guidance  on the  recognition,  presentation,  and
disclosure of revenue in financial statements filed with the Commission. SAB 101
outlines the basic  criteria that must be met to recognize  revenue and provides
guidance  for  disclosures   related  to  revenue  recognition   policies.   The
implementation  of SAB 101 did  not  have a  material  effect  on our  financial
position or results of operations. In March 2000, the FASB issued Interpretation
No. 44, "Accounting for Certain  Transactions  Involving Stock  Compensation" an
interpretation of APB Opinion No. 25 ("FIN 44"). This  Interpretation  clarifies
the definition of "employee" for purposes of applying  Accounting Practice Board
Opinion  No. 25,  Accounting  for Stock  Issued to  Employees  (`APB  25'),  the
criteria for determining  whether a plan qualifies as a  non-compensatory  plan,
the accounting consequence of various modifications to the terms of a previously
fixed  stock  option or  award,  and the  accounting  for an  exchange  of stock
compensation awards in a business combination.  This Interpretation is effective
July 1, 2000,  but certain  conclusions  in this  Interpretation  cover specific
events  that  occur  after  either  December  15,  1998,  or January  12,  2000.
Management believes that the impact of FIN 44 will not have a material effect on
the financial position or results of operations of the Company.

     QUANTITATIVE  AND QUALITATIVE  DISCLOSURES  ABOUT MARKET RISK INTEREST RATE
SENSITIVITY

     The primary objective of our investment activities is to preserve principal
while at the same time  maximizing  the income we receive  from our  investments
without significantly increasing risk. Some of the securities that we may invest
in may be  subject  to market  risk.  This  means  that a change  in  prevailing
interest  rates may cause the principal  amount of the  investment to fluctuate.
For example, if we hold a security that was issued with a fixed interest rate at
the  then-prevailing  rate and the  prevailing  interest  rate later rises,  the
principal amount of our investment will probably decline.  To minimize this risk
in the future,  we intend to maintain  our  portfolio  of cash  equivalents  and
short-term  investments in a variety of securities,  including commercial paper,
money market funds,  government and non-government debt securities.  In general,
money market  funds are not subject to market risk because the interest  paid on
such funds  fluctuates  with the prevailing  interest rate. As of June 30, 2000,
all of our cash and cash equivalents were in money market and checking funds.

OTHER RISK FACTORS

     OUR FAILURE TO MANAGE OUR GROWTH  COULD HARM OUR ABILITY TO RETAIN AND GROW
OUR CUSTOMER BASE AND EXPAND OUR BUSINESS SERVICES.

     We may not be able to install management information and control systems in
an efficient and timely manner, and our current or planned  personnel,  systems,
procedures  and controls  may not be adequate to support our future  operations.
Failure to manage our future growth effectively could harm our ability to retain
and grow our  customer  base and  expand  our  business  services   which  would
materially and adversely affect our business,  prospects,  operating results and
financial condition.

     BECAUSE  OUR  CUSTOMER  ACQUISITION  COSTS ARE  HIGH,  IF WE FAIL TO RETAIN
CUSTOMERS  LONG ENOUGH TO PAY BACK OUR UP FRONT  INVESTMENT,  WE MAY NOT ACHIEVE
AND/OR MAINTAIN PROFITABILITY.

     Our  customer  acquisition  costs  comprise  a  significant  portion of our
operating costs, including advertising, customer care and customer service on an
on-going basis. Because of our significant up-front investment in each customer,
if our customers  terminate their relationships with us before we recover our up
front costs, we may fail to generate a profit from such customers.  In addition,
if we fail to reduce our customer acquisition costs, including by increasing the
efficiency of our customer care  organization  and reducing the costs associated
with the  development and offering of new services,  our operating  results will
suffer.

     OUR GROWTH  DEPENDS ON OUR  ABILITY  TO HIRE AND  RETAIN  HIGHLY  QUALIFIED
EMPLOYEES AND EXECUTIVES.

     The loss of the services of any of our management team, all but one of whom
are  at-will  employees,  or the failure to attract  and retain  additional  key
employees could harm the continued deployment of our services,  the marketing of
our services and the  development  of new services,  our brand and our strategy.
Our future  growth and ability to sustain this growth  depend upon the continued
service of our officers and other key sales,  operations,  marketing and support
personnel

     OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE  SIGNIFICANTLY FROM PERIOD TO
PERIOD  WHICH MAY CAUSE OUR STOCK PRICE TO BE  EXTREMELY  VOLATILE.  WE MAY ALSO
FAIL TO MEET OR EXCEED THE EXPECTATIONS OF INVESTORS, CAUSING OUR STOCK PRICE TO
DECLINE.

     Our operating  results are likely to fluctuate  significantly in the future
on a quarterly and an annual basis due to a number of factors, many of which are
outside our control.  If we experience such fluctuation,  we may fail to meet or
exceed the  expectations  of   investors,  causing our stock price to decline or
fluctuate from time to time.

     WE MAY BE UNABLE TO RAISE  ADDITIONAL  CAPITAL IN THE FUTURE TO SUPPORT OUR
GROWTH,  AND  EVEN IF WE ARE  ABLE TO  RAISE  ADDITIONAL  CAPITAL,  IT MAY BE ON
UNACCEPTABLE TERMS, MAY DILUTE YOUR OWNERSHIP OR MAY RESTRICT OUR FLEXIBILITY IN
RUNNING OUR BUSINESS.

     We intend to seek additional  financing in the future to fund the growth of
our operations,  including  funding the  significant  capital  expenditures  and
working capital requirements  necessary for us to complete our business plan. In
order to  accomplish  this  business  plan,  we must  expand  our  network  into
geographic areas throughout the country,  beginning with major markets in Texas,
the Gulf Coast and  elsewhere,  establish  relationships  with local  vendors in
those areas and launch targeted marketing  campaigns in those regions. If we are
unable  to  raise  additional  capital  or are  able to  raise  capital  only on
unfavorable  terms,  we may not be able to  complete  our  business  plan  which
presently  contemplates  further  acquisitions of existing businesses across the
country, develop or enhance our services, take advantage of future opportunities
or respond to competitive pressures or unanticipated requirements, any or all of
which could hurt our ability to support our growth.

     THE SCALABILITY,  RELIABILITY AND SPEED OF THE  NETWORKS WE RELY UPON  MAY
NOT SATISFY CUSTOMER DEMAND.

     We may not be able to meet our projected  customer  numbers while achieving
and maintaining superior  performance.  This risk will continue to exist as long
as we expand our services geographically to increasing numbers of customers. Our
failure to achieve our performance  goals, for a number of reasons including the
reliability   and   inter-operability   of  the   networks  we  utilize,   would
significantly  reduce customer  demand for our services,  resulting in decreased
revenues and the inability to build our business as planned.

     AT PRESENT,  WE CANNOT  PROVIDE OUR  SERVICES  UNLESS OUR ACCESS  PROVIDERS
SUPPLY US WITH  RELIABLE  WIRELESS  CONNECTIONS  AND  COOPERATE  WITH US FOR THE
TIMELY PROVISION OF CONNECTIONS FOR OUR CUSTOMERS.

     We must  obtain  wireless  connections  from  telephone  companies  and new
competitive  carriers  and have  their  continuing  cooperation  for the  timely
provision of wireless  connections  for our customers in order for us to provide
our services.  Wireless communications service uses the lines provided by local,
regional and national  communications  carriers,  which are under the control of
well-established telephone companies and new competitive carriers and requires a
special  connection from our network to the telephone  lines. We rely on them to
provide  us with  these  connections,  and if we were  unable to use and pay the
costs of  these connections,  we would not be able to provide our customers with
our  services.  An  inability to obtain  adequate and timely  access to wireless
connections on acceptable  terms and conditions from these  telephone  companies
and competitive  carriers and to gain their  cooperation in the timely provision
of such  connections for our customers  could harm our business,  as could their
failure to properly maintain the connections we use.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     From time to time,  we may be  involved  in  litigation  that arises in the
normal  course of our  business  operations.  We are  presently a defendant in a
pending suit commenced by  Information  Leasing  Corporation in District  Court,
Ohio. The suit is for collection on the sale of  two-way wireless  communication
equipment   purchased   by  the   Company  in  a  joint   venture   with  Link-2
Communications,  a Texas  corporation with  headquarters   in Houston.  While we
believe  that we have  meritorious  defenses to the  action,  because of certain
technical  difficulties related to the equipment,  which we claimed in a counter
suit filed in District Court in Houston,  TX, we are presently seeking to settle
the suit and counterclaim at terms acceptable to the Company. In connection with
the settlement, as contemplated, a third private investor will deliver shares of
a public company,  not affiliated with us, which will be liquidated to pay a sum
to be determined, and we will issue restricted shares of our common stock to the
third  party,  in an amount also to be  determined.  We do not believe  that the
settlement will have a material adverse effect upon us or our operations.

Item 2. Changes in Securities

     During the three month period ended June 30, 2000,  we issued ______ 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. 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:

Exhibit No.                     Document Description

 3(i)      Articles of Incorporation (filed as Exhibits 3.1, 3.2 and 3.3
           to the Company's
3(ii)      Bylaws (filed as Exhibit 3.4 to the Company's Registration Statement
           on Form 10-SB and
  10       Material Contracts-Beeper Boutique Asset Purchase Agreement
  27       Financial Data Schedule

(b) Form 8-K.

     During the quarter  ended June 30, 2000, we file a Report on Form 8-K dated
June 14, 2000. This report is incorporated by reference.

                                   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: August   , 2000
Houston, TX