U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

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

     For the quarterly period ended March 31, 2000.

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

     For the transition period from ___________________ to ___________________

                         Commission file number: 0-26525

                              BREDA TELEPHONE CORP.
        (Exact name of small business issuer as specified in its charter)


            Iowa                                                  42-0895882
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

                Highway 217 East, P.O. Box 190, Breda, Iowa 51436
                    (Address of principal executive offices)

                                 (712) 673-2311
                           (Issuer's telephone number)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act 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 equity, as of the latest practicable date: 37,682 shares of common stock,
no par value, at March 31, 2000.

     Transitional  Small Business  Disclosure  Format (check one): Yes __ No _X_


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.


                           BREDA TELEPHONE CORPORATION
                                AND SUBSIDIARIES
                                   BREDA, IOWA

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              For the Three Months
                          Ended March 31, 2000 and 1999
                      and the year ended December 31, 1999





<PAGE>

                           BREDA TELEPHONE CORPORATION
                                AND SUBSIDIARIES
                                   BREDA, IOWA



                                    Contents
                                                                           Page
                                                                           ----

Condensed Consolidated Financial Statements:

     Balance Sheets                                                       3 - 4

     Statements of Income                                                   5

     Statements of Stockholders' Equity                                     6

     Statements of Cash Flows                                               7

     Notes to Condensed Consolidated Financial Statements                 8 - 9

                                      -2-

<PAGE>

                           BREDA TELEPHONE CORPORATION
                                AND SUBSIDIARIES
                                   BREDA, IOWA

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                       March 31,
                                                          2000      December 31,
                                                      (Unaudited)       1999
                                                      -----------   -----------
     ASSETS


CURRENT ASSETS
     Cash and cash equivalents                        $   516,460   $   411,341
     Current portion of investments                       109,700        94,810
     Accounts receivable                                  620,926       681,675
     Income taxes refundable                              508,610       542,330
     Interest receivable                                   73,361        67,580
     Inventories                                           88,380        88,479
     Other                                                 74,781        77,527
                                                      -----------   -----------
                                                        1,992,218     1,963,742
                                                      -----------   -----------

OTHER NONCURRENT ASSETS
     Investments, less current portion                  4,480,428     4,417,624
     Other investments                                  2,678,581     2,725,488
     Intangibles, net of accumulated amortization       1,199,373     1,222,372
     Deferred income taxes                                 34,050        11,360
                                                      -----------   -----------
                                                        8,392,432     8,376,844
                                                      -----------   -----------


PROPERTY, PLANT AND EQUIPMENT, NET                      6,263,751     6,340,193
                                                      -----------   -----------



TOTAL ASSETS                                          $16,648,401   $16,680,779
                                                      ===========   ===========



         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                      - 3 -

<PAGE>

                           BREDA TELEPHONE CORPORATION
                                 AND SUBSDIARIES
                                   BREDA, IOWA

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                       March 31,
                                                         2000       December 31,
                                                      (Unaudited)      1999
                                                      -----------   -----------

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Current portion of long-term debt                $   608,412   $   608,412
     Accounts payable                                     286,818       239,787
     Dividends payable                                    113,046            --
     Accrued taxes                                         92,433       125,643
     Other                                                125,486       104,258
                                                      -----------   -----------
                                                        1,226,195     1,078,100
                                                      -----------   -----------



LONG-TERM DEBT, less current portion                    6,398,969     6,547,930
                                                      -----------   -----------


STOCKHOLDERS' EQUITY
     Common stock - no par value, 5,000,000 shares
     authorized and 37,682 shares issued and
     outstanding at $149 stated value                   5,614,618     5,614,618
     Retained earnings                                  3,408,619     3,440,131
                                                      -----------   -----------
                                                        9,023,237     9,054,749
                                                      -----------   -----------




TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $16,648,401   $16,680,779
                                                      ===========   ===========


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                      - 4 -

<PAGE>

                           BREDA TELEPHONE CORPORATION
                                AND SUBSIDIARIES
                                   BREDA, IOWA

              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               For the Three Months Ended March 31, 2000 and 1999


                                                      2000              1999
                                                   -----------      -----------
OPERATING REVENUES
     Local network services                        $   136,322      $   113,998
     Network access services                           563,289          554,477
     Cable television services                         265,349          255,154
     Telemarketing services                             53,801          116,924
     Internet services                                 144,719           85,171
     Billing and collection services                    26,008           25,084
     Miscellaneous                                     173,772          173,517
                                                   -----------      -----------
                                                     1,363,260        1,324,325
                                                   -----------      -----------

OPERATING EXPENSES
     Plant specific operations                         419,893          308,125
     Plant nonspecific operations                       21,355           24,930
     Cost of programming                                72,321           62,005
     Depreciation and amortization                     259,751          239,708
     Customer operations                               186,834          173,309
     Corporate operations                              236,389          206,730
     General taxes                                      33,606           35,467
                                                   -----------      -----------
                                                     1,230,149        1,050,274
                                                   -----------      -----------


OPERATING INCOME                                       133,111          274,051
                                                   -----------      -----------

NON-OPERATING INCOME (EXPENSE)
     Interest and dividend income                       71,725          122,349
     Gain on sale of DBS investment                         --        7,436,415
     Interest expense                                 (130,791)        (125,928)
     Income from Alpine partnership                     23,508               --
     Other income (expense)                             (4,990)           3,898
                                                   -----------      -----------
                                                       (40,548)       7,436,734
                                                   -----------      -----------

INCOME BEFORE INCOME TAXES                              92,563        7,710,785
                                                   -----------      -----------

INCOME TAXES                                            11,029        3,069,466
                                                   -----------      -----------

NET INCOME                                         $    81,534      $ 4,641,319
                                                   ===========      ===========

NET INCOME PER SHARE (Note 3)                      $      2.16      $    122.71
                                                   ===========      ===========



         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                      - 5 -

<PAGE>

                           BREDA TELEPHONE CORPORATION
                                AND SUBSIDIARIES
                                   BREDA, IOWA

       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                            Common Stock               Retained
                                       Shares           Amount         Earnings           Total
                                    -----------      -----------      -----------      -----------
<S>                                      <C>         <C>              <C>              <C>
Balance at December 31, 1998             37,722      $ 2,414,208      $ 1,693,818      $ 4,108,026

    Total comprehensive income:
        Net income                                                      5,065,849        5,065,849

    Dividends paid                                                       (113,166)        (113,166)

    Common stock redeemed, net              (40)          (5,960)                           (5,960)

    Stock value adjustment                             3,206,370       (3,206,370)
                                    -----------      -----------      -----------      -----------

Balance at December 31, 1999             37,682        5,614,618        3,440,131        9,054,749

    Total comprehensive income:
        Net income                                                         81,534           81,534

    Dividends declared                                                   (113,046)        (113,046)
                                    -----------      -----------      -----------      -----------

Balance at March 31, 2000                37,682      $ 5,614,618      $ 3,408,619      $ 9,023,237
                                    ===========      ===========      ===========      ===========
</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                      - 6 -

<PAGE>

                           BREDA TELEPHONE CORPORATION
                                AND SUBSIDIARIES
                                   BREDA, IOWA

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                                     2000             1999
                                                                 -----------      -----------
<S>                                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income                                                  $    81,534      $ 4,641,319
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation and amortization                               259,751          239,708
         Amortization of investment tax credits                       (2,443)          (2,443)
         Deferred income taxes                                       (20,247)         (23,164)
         Gain on sale of DBS investment                                   --       (7,436,415)
         Changes in operating assets and liabilities:
              Decrease in assets                                      91,533           17,791
              Increase in liabilities                                 35,049        2,735,816
                                                                 -----------      -----------
         Net cash provided by operating activities                   445,177          172,612
                                                                 -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures                                           (160,310)        (230,803)
     Salvage, net of removal cost                                         --            3,159
     Purchase of investments                                         (89,347)      (5,799,047)
     Sale of investments                                              11,653           33,183
     Decrease in other investments                                    46,907           21,553
     Proceeds from sale of DBS investment                                 --        8,038,197
                                                                 -----------      -----------
         Net cash provided by (used in) investing activities        (191,097)       2,066,242
                                                                 -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Repayment of line of credit                                          --         (750,000)
     Repayment of long-term debt                                    (148,961)        (144,102)
                                                                 -----------      -----------
         Net cash used in financing activities                      (148,961)        (894,102)
                                                                 -----------      -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                            105,119        1,344,752
                                                                 -----------      -----------

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                     411,341          782,959
                                                                 -----------      -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                       $   516,460      $ 2,127,711
                                                                 ===========      ===========

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION

     Cash paid during the year for:
         Interest                                                $   130,791      $   125,928
         Income taxes                                            $        --      $    65,000
</TABLE>



         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                      - 7 -

<PAGE>

                           BREDA TELEPHONE CORPORATION
                                AND SUBSIDIARIES
                                   BREDA, IOWA

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

          In the opinion of management,  the  accompanying  unaudited  condensed
          consolidated financial statements contain all adjustments  (consisting
          of only  normal  recurring  items)  necessary  to  present  fairly the
          financial  position as of March 31, 2000 and December 31, 1999 and the
          results of  operations  and changes in cash flows for the three months
          ended March 31, 2000 and 1999.

          Certain  information  and footnote  disclosures  normally  included in
          annual  financial  statements  prepared in accordance  with  generally
          accepted  accounting  principles have been condensed or omitted. It is
          suggested that these financial  statements be read in conjunction with
          the financial  statements and notes thereto  included in the Company's
          December  31,  1999  audited  financial  statements.  The  results  of
          operations  for the period  ending March 31, 2000 are not  necessarily
          indicative of the operating results of the entire year.

NOTE 2.   OPERATING SEGMENTS

          Breda Telephone Corporation organizes its business into two reportable
          segments:   local  exchange   carrier  (LEC)  services  and  broadcast
          services.  The  LEC  services  segment  provides  telephone  and  data
          services to customers in local exchanges  located in Central Iowa. The
          broadcast  services  segment provides cable television to customers in
          Iowa and Nebraska.  Breda Telephone Corporation also has operations in
          internet and telemarketing  services that do not meet the quantitative
          thresholds for reportable segments.

<TABLE>
<CAPTION>
                                                  Local
                                                 Exchange
                                                 Carriers        Broadcast          Other            Total
                                                -----------     -----------      -----------      -----------
<S>                                             <C>             <C>              <C>              <C>
          Three months ended March 31, 2000
          ---------------------------------

          Revenues and sales
               External customers               $   899,391     $   265,349      $   198,520      $ 1,363,260
               Intersegment                              --              --               --               --
          Segment profit (loss)                     209,221         (15,916)        (111,771)          81,534

          Three months ended March 31, 1999
          ---------------------------------

          Revenues and sales
               External customers               $   867,076     $   255,154      $   202,095      $ 1,324,325
               Intersegment                              --              --               --               --
          Segment profit (loss)                     231,648       4,470,817          (61,146)       4,641,319
</TABLE>

                                      - 8 -

<PAGE>

                          BREDA TELEPHONE CORPORATION
                                AND SUBSIDIARIES
                                  BREDA, IOWA

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2.   OPERATING SEGMENTS, (Continued)

          Reconciliation of Segment Information

                                                          Three months ended
                                                       March 31,      March 31,
                                                         2000           1999
                                                      ----------     ----------
          REVENUES AND SALES:
               Total revenues and sales for
                 reportable segments                  $1,164,740     $1,122,230
               Other revenues                            198,520        202,095
               Elimination of intersegment
                 revenues and sales                           --             --
                                                      ----------     ----------
                   Consolidated Revenues              $1,363,260     $1,324,325
                                                      ==========     ==========

          PROFIT:
               Total profit for reportable segments   $  193,305     $4,702,465
               Other profit (loss)                      (111,771)       (61,146)
               Non-operating segment                          --             --
               Minority interest                              --             --
                                                      ----------     ----------
                   Net Income                         $   81,534     $4,641,319
                                                      ==========     ==========



NOTE 3.   NET INCOME PER COMMON STOCK

          Net income per common  share for March 31, 2000 and 1999 was  computed
          by dividing  the  weighted  average  number of shares of common  stock
          outstanding into the net income. The weighted average number of shares
          of common stock  outstanding for the three months ended March 31, 2000
          and 1999 are 37,722 and 37,824, respectively.

NOTE 4.   DISPOSITION OF DBS INVESTMENT

          On January 11, 1999, the Company sold  substantially all of its assets
          and  liabilities  related  to the  Direct  Broadcast  Satellite  (DBS)
          investment.   The  Company   received  cash  of  $8,038,197   and  the
          transaction  resulted in a gain of  $7,436,415,  which was included in
          operations during the first quarter of 1999.

NOTE 5.   SUBSEQUENT EVENT

          The Company and all other stockholders of Central Iowa Cellular,  Inc.
          (CIC) have reached a tentative agreement with a qualified purchaser to
          sell all of the  outstanding  shares of CIC  stock.  The  transaction,
          which  requires  various  regulatory  approvals,  is expected to close
          during  the  second   quarter  of  2000.  The  sale  will  be  a  cash
          transaction, resulting in an estimated after tax gain of $3,500,000.

                                      - 9 -


<PAGE>


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

          Three Months Ended March 31, 2000 Compared to Three Months Ended March
          31, 1999.

          There was an increase in total  operating  revenue for the three month
          period ended March 31, 2000, when compared to the same period in 1999,
          of $38,935,  or 2.9%. One factor  contributing to the increase was the
          revenue  generated  from  additional  calling  features  that  are now
          offered because of switch upgrades  completed in 1999. This revenue is
          included in local network services which showed a $22,324 increase, or
          19.6%,  for the period ended March 31, 2000, when compared to the same
          period in 1999.  Another factor in the local network services increase
          was the increase in the number of customers  subscribing  for a second
          phone  line for  internet  service.  Two other  factors  significantly
          affected  total  operating  revenue.  One factor was the  $59,548,  or
          69.9%,  increase in internet  services  revenue.  This resulted from a
          20.9% increase in the internet customer base. The other factor was the
          decrease of $63,123,  or 54%, in telemarketing  revenue for the period
          ended March 31,  2000,  as  compared to the same period in 1999.  This
          decrease  resulted  from the quality of the available  calling  lists.
          Many of the callings  lists  received by Pacific  Junction had already
          been  called,  and the lower sales per hour  resulted in less  revenue
          since revenue  received is based on the obtained sales per hour. Cable
          television  services revenue increased $10,195,  or 4%, for the period
          ended March 31, 2000,  when compared to the same period in 1999.  This
          increase was  attributable to a rate increase that was effective April
          1, 1999. The remaining revenue sources under operating revenue,  which
          are network access  services,  billing and collections  services,  and
          miscellaneous  revenue,  all showed  increases of less than 4% for the
          period ended March 31, 2000, when compared to the same period in 1999.

          There was an increase in total  operating  expenses  of  $179,875,  or
          17.1%,  for the three month period ended March 31, 2000, when compared
          to the same period in 1999.  The  combined  plant  specific  and plant
          nonspecific  operation expenses increased by $108,193,  or 32.4%, when
          comparing  the two  periods.  Cable  television  operations  generated
          $21,319 of this increase due to increased  labor for cable plowing and
          repairs and  maintenance  on the systems  that was allowed by the mild
          winter.  Internet operations generated $52,012 of the increase because
          of increased fees to exchange  carriers for  additional  facilities to
          accommodate the additional internet subscribers,

                                      -10-

<PAGE>

          There was a 20.9%  increase in internet  subscribers  during the three
          month  period  ended March 31,  2000.  Operations  expenses  increased
          approximately  $13,000 as  additional  staff were hired and trained in
          anticipation  of opening a retail  store in Carroll,  Iowa on April 3,
          2000.  Other costs  affecting the increase in plant specific and plant
          nonspecific operations expenses were wages and benefit increases which
          took effect  January 1, 2000,  as well as increased  expenditures  for
          education and training.

          Cost of programming  expenses increased by $10,316,  or 16.6%,  during
          the three month period ended March 31, 2000, when compared to the same
          period in 1999. The subscriber base remained almost static during this
          three  month  period,  and the  increase  was  due to  rate  increases
          implemented by the programming suppliers.

          Depreciation and amortization  expenses increased by $20,043, or 8.4%,
          for the three month period ended March 31, 2000,  when compared to the
          same period in 1999,  primarily  because of the four upgraded switches
          which were placed in service after March 31, 1999.

          Customer operations expenses increased $13,525, or 7.8%, for the three
          month period ended March 31, 2000, when compared to the same period in
          1999. This increase resulted primarily from increased wage and benefit
          rates  which  became  effective  January 1, 2000,  and from  increased
          advertising expenditures.

          Corporate  operation  expenses  increased  $29,659,  or 14.3%, for the
          three month  period ended March 31,  2000,  when  compared to the same
          period in 1999.  This  increase  was caused by wage and  benefit  rate
          increases  which became  effective  January 1, 2000,  and by increased
          accounting  and consultant  fees as Breda explored the  feasibility of
          new ventures and continued to comply with the  reporting  requirements
          of the Securities Exchange Act of 1934.

          The net effect of the 2.9% increase in operating revenue and the 17.1%
          increase in  operating  expenses  for the three months ended March 31,
          2000,  when  compared  to the same three month  period in 1999,  was a
          decrease of $140,940, or 51.4%, in operating income.

          Non-operating  income  before  income taxes  decreased  by  $7,477,282
          during the three month period ended March 31, 2000,  when  compared to
          the same period in 1999.  Almost all of this decrease is  attributable
          to the fact that the  comparable  three month period in 1999  included
          the  $7,436,415  gain on the sale of the  direct  broadcast  satellite
          operation.  The sale of that operation was an unusual,  one time event
          that  was  reported  in  January  1999,  and  for  which  there  is no
          comparable  event  during the first three  months of 2000.  During the
          three  months  ended  March 31,  2000,  there was also a  decrease  of
          $50,624, or 41.3%, in interest

                                      -11-

<PAGE>

          and dividend  income.  This  decrease  was caused by lower  investment
          interest rates and by the decrease in investment funds because some of
          those  funds  were  used for  income  tax  payments  made  during  the
          remainder  of the 1999 year  with  respect  to the sale of the  direct
          broadcast satellite operation.

          Income taxes  decreased by $3,058,437 for the three month period ended
          March 31, 2000, when compared to the same period in 1999. The decrease
          also resulted from the fact that the comparable  three month period in
          1999  included  the taxable  gain on the sale of the direct  broadcast
          satellite  operation  which  occurred  during  that prior  three month
          period.

          Net income  decreased by  $4,559,785  for the three month period ended
          March 31, 2000, when compared to the same period in 1999. The decrease
          was also primarily  attributable to the fact that the comparable three
          month  period in 1999  included the income from the sale of the direct
          broadcast satellite operation.  The other primary contributing factors
          to the decrease in net income are discussed above.

          Liquidity and Capital Resources at Year Ended 1999.

          Breda's net working  capital was a positive  $885,642 at December  31,
          1999.  Estimated  income tax  payments  were funded  from  non-current
          assets  during this time period and prepaid  income  taxes of $542,330
          were  reflected  in current  assets as of  December  31,  1999.  Those
          prepaid taxes will be used to offset the first Year 2000

                                       -12-

<PAGE>

          estimated  income  tax  installment  due in April  2000.  Breda  has a
          $750,000 line of credit with Rural Telephone  Finance  Cooperative and
          Prairie  Telephone has a line of credit with Rural  Telephone  Finance
          Cooperative for $250,000. It is anticipated that these options will be
          investigated  for  quarterly  income tax payments in lieu of redeeming
          held-to-maturity investments. Overall current liabilities decreased by
          $1,064,972  for the twelve  months ended  December 31, 1999.  Accounts
          payable decreased by $225,363,  mainly due to the fact that there were
          no outstanding  direct  broadcast  satellite  programming fees for the
          last month of the fiscal year,  given the sale of the direct broadcast
          satellite operation on January 11, 1999. There was also a zero balance
          for the line of  credit  as of  December  31,  1999,  as  compared  to
          $750,000 on December 31, 1998. Other investments increased by $257,466
          for the  twelve-month  period ending  December 31, 1999. This increase
          resulted from increased investments in cellular partnerships.

          Liquidity and Capital Resources at Three Months Ended March 31, 2000.

          Breda had an  increase of $28,476 in current  assets  during the three
          month  period ended March 31,  2000,  when  compared to the year ended
          December 31, 1999.  This resulted from an increase of $105,119 in cash
          and cash  equivalents,  a $14,890  increase in the current  portion of
          investments  and a $5,781  increase  in  interest  receivables.  These
          increases were  partially  offset by a decrease of $60,749 in accounts
          receivable.  This  decrease  resulted  primarily  from the sale of the
          direct  broadcast  satellite  operation in the first  quarter of 1999,
          because  that  sale in turn led to there  being  no  direct  broadcast
          satellite  accounts  receivable on hand as of March 31, 2000.  Another
          decrease  offsetting  the increases in current  assets was the $33,000
          decrease in income taxes refundable.

          Noncurrent  assets,  which mainly consist of longer term  investments,
          increased  $15,588 during the three months ended March 31, 2000,  when
          compared to year end December 31, 1999.

          Breda's  net  working  capital  was  $766,023  at March 31,  2000,  as
          compared to $855,642 at December  31,  1999.  The $89,619  decrease in
          working  capital  between  the two  time  periods  occurred  primarily
          because of Breda's declaration of an aggregate dividend of $113,046 on
          March 13,  2000,  to  shareholders  of record on March 13,  2000.  The
          dividend will be paid to the  shareholders on or before Breda's annual
          meeting on May 17, 2000.

                                      -13-

<PAGE>

          Other Activities

          Breda's board of directors  determines  the purchase price payable for
          newly-issued  shares  of  Breda's  common  stock.   Breda's  board  of
          directors also  determines  the redemption  price that will be paid by
          Breda if it  elects  to  redeem a  shareholder's  shares in any of the
          various  circumstances  in which Breda has the right to purchase those
          shares.  The  board of  directors  has  historically  established  the
          issuance  price and the  redemption  price on an annual basis,  and at
          approximately  75% of the book value of Breda,  with the determination
          of book value  being  based upon  Breda's  then most  recent  year-end
          audited  financial  statements.  Breda's board of directors  made this
          determination  at the  board of  directors  meeting  held on March 13,
          2000,  at which  time the board of  directors  approved  a  resolution
          fixing the issuance price and  redemption  price to be $180 per share,
          such price to become  effective at the May 17, 2000 annual  meeting of
          the shareholders of Breda. The determination was based on Breda's 1999
          audited financial statements. This issuance price and redemption price
          will  continue  until a new  determination  is made  by the  board  of
          directors,  which, based on historical practices,  will be made within
          the first four months of 2001.

          Breda's board of directors  declared a dividend on March 13, 2000. The
          dividend  was in the  amount  of $3.00  per  share,  for an  aggregate
          dividend of $113,046. The dividend will be payable to the shareholders
          on or before the May 17, 2000 annual  meeting of the  shareholders  of
          Breda.

          Prairie  Telephone  Company,  Inc.  ("Prairie  Telephone")  is  one of
          Breda's   wholly-owned   subsidiaries.   Prairie  Telephone's  primary
          business is providing  telephone  services to subscribers in Farragut,
          Iowa,  Pacific  Junction,  Iowa, Yale, Iowa, and the surrounding rural
          areas that are within  approximately  a ten to fifteen  mile radius of
          those towns.  Prairie Telephone also has investments in other entities
          which  provide  cellular  phone  services  or  which  invest  in other
          cellular phone or telecommunications ventures.

          One of  those  investments  is in the  common  stock of  Central  Iowa
          Cellular, Inc. Central Iowa Cellular, Inc. is an Iowa corporation that
          was incorporated in December of 1983. Central Iowa Cellular,  Inc. was
          organized by Prairie  Telephone and some other Iowa based  independent
          telephone  companies.  Prairie  Telephone  owns 3,000 shares of common
          stock of Central Iowa Cellular, Inc. Those 3,000 shares constitute 20%
          of the total  issued and  outstanding  shares of stock of Central Iowa
          Cellular, Inc.

          Central Iowa Cellular,  Inc. was organized for the purpose of becoming
          a partner  in Des  Moines  MSA  General  Partnership.  Des  Moines MSA
          General  Partnership is an Iowa  partnership  which provides  cellular
          telephone   services  to  customers   within  the  Des  Moines,   Iowa
          metropolitan  area.  Central  Iowa  Cellular,  Inc.  owns  24%  of the
          partnership  interests  in Des Moines  MSA  General  Partnership.  The
          remaining 76%

                                      -14-

<PAGE>

          of the partnership interests in Des Moines MSA General Partnership are
          owned by AirTouch Iowa, LLC, a Delaware limited liability company.

          On March 29, 2000,  AirTouch Iowa, LLC,  Central Iowa Cellular,  Inc.,
          Prairie  Telephone,   and  the  other  shareholders  of  Central  Iowa
          Cellular,  Inc.  entered  into  a  Stock  Purchase  Agreement  whereby
          AirTouch Iowa, LLC will,  subject to the  satisfaction  of the various
          conditions set forth in the Stock Purchase  Agreement,  acquire all of
          the issued and  outstanding  shares of stock of Central Iowa Cellular,
          Inc. from all of its shareholders,  including Prairie Telephone. After
          the closing of the Stock Purchase  Agreement,  AirTouch Iowa, LLC will
          own all of the issued and outstanding  shares of stock of Central Iowa
          Cellular,  Inc., and will thereby  acquire the 24% of the  partnership
          interests  of Des Moines MSA  General  Partnership  which are owned by
          Central Iowa Cellular, Inc.

          Under the Stock Purchase Agreement, Prairie Telephone will sell all of
          its 3,000  shares of common stock in Central  Iowa  Cellular,  Inc. to
          AirTouch Iowa, LLC for $5,100,000. The purchase price was a negotiated
          price that Prairie  Telephone and Breda believe is  representative  of
          the fair value of Prairie  Telephone's shares of stock in Central Iowa
          Cellular,  Inc.,  and  no  formula  or  other  fixed  or  identifiable
          principles  were  utilized in  establishing  the purchase  price.  The
          purchase  price will be payable  to Prairie  Telephone  in full at the
          closing  of  the  Stock  Purchase  Agreement,   by  wire  transfer  of
          immediately available funds.

          The closing is to occur on the later to occur of:

          o    five business days after the  satisfaction  of all conditions set
               forth in the Stock Purchase Agreement, and

          o    the earlier of (i) five business days after the date of the Stage
               I Closing,  as that term is defined in the U.S. Wireless Alliance
               Agreement  dated  September 21, 1999 by and between Bell Atlantic
               Corporation and Vodafone AirTouch, Plc, and (ii) April 30, 2000.

          The obligation of AirTouch Iowa, LLC, Prairie  Telephone and the other
          shareholders of Central Iowa Cellular, Inc. to close the sale of stock
          contemplated  by the Stock  Purchase  Agreement  is subject to various
          conditions,  including  satisfaction  of all of the  filing  and other
          requirements  under the  Hart-Scott-Rodino  Act.  The  Stock  Purchase
          Agreement  is  subject  to  termination  if  any of  those  conditions
          precedent are not satisfied, and there can be no guarantee that all of
          the  conditions  precedent  will  be  satisfied.   Breda  and  Prairie
          Telephone currently  contemplate,  however, that all of the conditions
          precedent will be satisfied, and that the transactions contemplated by
          the Stock Purchase  Agreement will close within  approximately  4 to 6
          weeks of the date of the execution of the Stock Purchase Agreement.

                                       -15-

<PAGE>

          The  purchase  price  payable for Prairie  Telephone's  shares will be
          reduced by the amount of Prairie  Telephone's  pro rata portion of the
          Hart-Scott-Rodino  Act  filing  fees.  The  Stock  Purchase  Agreement
          provides  in this  regard  that  AirTouch  Iowa,  LLC has the right to
          reduce the total purchase price payable by it for all of the shares of
          the issued and outstanding stock of Central Iowa Cellular,  Inc. in an
          amount equal to 24% of such filing fees, but not including legal fees.
          Prairie Telephone will be responsible for 20% of that amount.  Prairie
          Telephone  does not  contemplate  that the  amount  will be  material.
          Prairie  Telephone is also  responsible for any transfer taxes or fees
          as may be due in  connection  with the sale of its  shares  of  common
          stock in Central Iowa Cellular,  Inc. to AirTouch Iowa,  LLC.  Prairie
          Telephone does not contemplate that any of those taxes or fees will be
          material in amount.

          Some of the various  representations,  warranties and covenants  given
          and made by  Central  Iowa  Cellular,  Inc.  and the  shareholders  of
          Central Iowa Cellular,  Inc. in the Stock Purchase  Agreement are made
          jointly and severally,  so Prairie  Telephone may have liability for a
          breach of the Stock Purchase Agreement by Central Iowa Cellular,  Inc.
          or any one or more of the other shareholders of Central Iowa Cellular,
          Inc.

          Prairie  Telephone  also  entered  into a Des  Moines  Tower  Proceeds
          Agreement  dated as of March 29, 2000,  in  connection  with the Stock
          Purchase  Agreement.  The  parties  to the Des Moines  Tower  Proceeds
          Agreement are Prairie  Telephone,  the other  shareholders  of Central
          Iowa Cellular, Inc., and AirTouch Communications,  Inc. The Des Moines
          Tower Proceeds Agreement has two primary purposes.

          One is to  address  the  August 6, 1999  sublease  agreement  that was
          entered  into by Des  Moines MSA  General  Partnership  with  AirTouch
          Communications,  Inc.,  American Tower  Corporation and American Tower
          L.P. Under that sublease agreement,  American Tower L.P. is obligated,
          subject to the satisfaction of certain  conditions,  to pay Des Moines
          MSA   General   Partnership   for   subleases   on  certain   wireless
          communication  towers.  Under the Des Moines Tower Proceeds Agreement,
          AirTouch  Communications,  Inc.  agrees  that  it  will  pay  to  each
          shareholder of Central Iowa Cellular,  Inc. its proportionate share of
          the Tower Net Proceeds received by AirTouch Communications,  Inc. from
          American Tower L.P. under the sublease agreement for the towers listed
          in the Des  Moines  Tower  Proceeds  Agreement.  The term  "Tower  Net
          Proceeds" is defined to mean 24% of the gross cash  proceeds  received
          by AirTouch Communications,  Inc. under the sublease agreement,  minus
          24% of certain fees. Prairie  Telephone's  proportionate  share of the
          Tower Net Proceeds will be 20% of those  proceeds.  Prairie  Telephone
          estimates  that it will  receive  approximately  $438,857 in Tower Net
          Proceeds payments.

          The second primary purpose of the Des Moines Tower Proceeds  Agreement
          is to address the  repurchase  of the  warrants  to purchase  stock of
          American Tower  Corporation  that are currently held by Des Moines MSA
          General Partnership. The

                                       -16-

<PAGE>

          aggregate  purchase  price  payable  for  the  warrants  will  be  the
          monetization  value multiplied by 343 for each of the towers listed in
          the Des Moines Tower Proceeds Agreement. The term "monetization value"
          means the average closing price of American Tower Corporation's stock,
          as quoted on the principal  stock  exchange or National  Market System
          upon which such stock is traded, for the five trading days immediately
          preceding the closing date of the Stock Purchase Agreement, minus $22.
          Prairie Telephone's proportionate share of these payments will be 20%,
          which is, again,  based upon its 20% ownership of the total issued and
          outstanding  shares of stock of  Central  Iowa  Cellular,  Inc.  It is
          difficult  to predict the amount of payments  that will be received by
          Prairie   Telephone   given  that  the  method  of   determining   the
          monetization  value depends upon the average closing price of American
          Tower  Corporation's  stock  over the five  trading  days  immediately
          preceding the closing date of the Stock  Purchase  Agreement,  and the
          closing  date may not occur for at least up to four to six weeks  from
          the date of the execution of the Stock Purchase Agreement on March 29,
          2000. Prairie Telephone estimates, however, that the aggregate payment
          to be received by it in this regard may range anywhere from $25,000 to
          $35,000.

          The closing of the Des Moines Tower Proceeds Agreement is also subject
          to  various  conditions,  and  it  is  likely  that  the  transactions
          contemplated by the Des Moines Tower Proceeds Agreement will not close
          unless and until the closing of the  transactions  contemplated by the
          Stock Purchase Agreement.

          The negotiations for the sale of the issued and outstanding  shares of
          stock in Central Iowa Cellular,  Inc. initially began and arose out of
          the  proposed  assignment  and transfer by AirTouch  Iowa,  LLC of its
          interest  in Des Moines MSA  General  Partnership  to another  entity.
          Prairie Telephone and the other shareholders of Central Iowa Cellular,
          Inc.  took the position  that the proposed  assignment  granted them a
          right of first refusal and possibly other rights under their agreement
          with AirTouch Iowa, LLC. Prairie Telephone and the other  shareholders
          of  Central   Iowa   Cellular,   Inc.   determined,   however,   after
          negotiations,  to sell their shares of stock in Central Iowa Cellular,
          Inc. to AirTouch  Iowa,  LLC rather than  attempting  to enforce their
          rights of first  refusal.  The primary  factor  which  caused  Prairie
          Telephone  to reach this  determination  was Prairie  Telephone's  and
          Breda's  determination  that the  purchase  price  offered by AirTouch
          Iowa, LLC was favorable.

          Breda's  primary ongoing  capital  investment  activity will currently
          continue  to be  additions  to  property,  plant  and  equipment.  For
          example,  Breda  continues  to make  investments  in  state-of-the-art
          technology  in  order to try to offer  subscribers  the best  possible
          service.  Capital  expenditures  for  1999  were  $1,249,414,  and are
          currently expected to be approximately $528,000 in 2000.

                                      -17-

<PAGE>

          Breda  anticipates that substantial  expenditures will need to be made
          for software  upgrades that will become  necessary in order for Breda,
          Prairie Telephone and Westside Independent Telephone Company to become
          compliant with the requirements of the  Communications  Assistance for
          Law Enforcement Act ("CALEA"). CALEA was passed in 1994 in response to
          rapid  advances  in   telecommunications   technology,   such  as  the
          implementation of digital technology and wireless services,  that have
          threatened  the  ability  of  law  enforcement  officials  to  conduct
          authorized electronic surveillance.  CALEA requires telecommunications
          carriers to modify their equipment, facilities, and services to ensure
          that they are able to comply with authorized electronic  surveillance.
          These  modifications  were  originally  scheduled  to be  completed by
          October 25, 1998, but in accord with an extension  granted by the FCC,
          must now  generally  be  completed  by June  30,  2000.  However,  for
          wireline,  cellular,  and broadband  personal  communications  service
          carriers,   implementation   of  a  packet-mode   capability  and  six
          Department of  Justice/Federal  Bureau of  Investigation  "punch list"
          capabilities  must be  completed  by  September  30,  2001.  Breda  is
          currently seeking  estimates for the cost to upgrade Breda's,  Prairie
          Telephone's and Westside  Independent  Telephone Company's software as
          necessary to become  compliant  with CALEA,  but, as indicated,  Breda
          anticipates substantial expenditures will be necessary, and that those
          expenditures  may be as much as  approximately  $200,000.  Breda does,
          however,  intend to attempt to seek an extension of the time period in
          which Breda,  Prairie  Telephone  and Westside  Independent  Telephone
          Company  must  become  compliant  with  CALEA,  so that  the  software
          upgrades  necessary to become compliant with CALEA can be made over an
          extended basis and as part of the software  enhancements  that will be
          necessary  as  part  of  Breda's,  Prairie  Telephone's  and  Westside
          Independent  Telephone  Company's  normal  operations.  If Breda  were
          granted that  extension,  it is estimated that the extension  would be
          for a one-year period.

          As of March 31, 2000,  Breda and its  subsidiaries  had  approximately
          $7,007,381  in  outstanding  loans  with the Rural  Telephone  Finance
          Cooperative  (the "RTFC").  Of the  outstanding  debt with the RTFC on
          that date,  approximately  $2,241,034  was at a fixed interest rate of
          7.35% per annum,  and carried a ten year term.  The variable  rates on
          the remaining RTFC debt exceed that fixed rate and could affect future
          borrowing  decisions and the  allocation of  outstanding  debt between
          fixed and variable rates.

          Breda also plans to continue to consider  expanding  its core business
          of providing  telephone services by looking at any opportunities which
          may arise to acquire  additional  telephone lines. For example,  Breda
          considered and pursued the  acquisition of the telephone lines sold by
          GTE and US West in 1999. Those telephone lines were, however, acquired
          by other  telephone  companies.  One of the  purchasers of some of the
          telephone  lines of GTE was Iowa Network  Services,  Inc. Iowa Network
          Services,  Inc.  provides  various  services to  telephone  companies,

                                      -18-

<PAGE>

          including Breda, Prairie Telephone and Westside Independent  Telephone
          Company.  Although no definite  plans exist,  it is possible that Iowa
          Network  Services,  Inc. may consider  selling some of those telephone
          lines in the next two to five years.  If that occurs,  Breda,  Prairie
          Telephone  and Westside  Independent  Telephone  Company will consider
          pursuing  the  acquisition  of  those  telephone  lines.  There  is no
          assurance,  however,  that Iowa Network Services,  Inc. will ever sell
          any of  the  telephone  lines,  or if it  does,  that  Breda,  Prairie
          Telephone or Westside Independent  Telephone Company will determine to
          pursue those acquisitions or will be successful in acquiring any lines
          even if they  determine to pursue them.  Breda also has an interest in
          Alpine  Communications,  L.C., which was formed by several independent
          telephone companies. Alpine Communications,  L.C. has purchased former
          US West telephone properties in Iowa. Given the recent acquisitions of
          the GTE and US West  telephone  lines  by other  telephone  companies,
          Breda currently does not foresee the possibility of the acquisition of
          any additional  telephone lines,  other than perhaps from Iowa Network
          Services, Inc. as discussed above.

          Breda,  Prairie Telephone and Westside  Independent  Telephone Company
          currently have no definite plans to provide any material additional or
          improved services to their subscribers.  This determination may change
          quickly,  however,  given  the  rapidly  changing  technology  in  the
          telecommunications and cable industries.

          There are no current plans to expand the cable  services  areas of, or
          the cable  services  provided by,  Tele-Services.  Tele-Services  does
          anticipate, however, that it will need to upgrade its plant, equipment
          and cables in order to add more  channel  line-ups so that it can stay
          competitive  and continue to be able to obtain  programming  licenses.
          The cost of those  upgrades in the next  twelve  months,  however,  is
          estimated to be less than $50,000.

          Breda and its  subsidiaries  have and will  continue to incur  capital
          expenditures in connection with upgrading their  telephone,  cable and
          other equipment and systems.

          Breda  believes  that the funds from the sale of its direct  broadcast
          satellite  operation  in January of 1999,  along with its  anticipated
          normal operating  revenues,  will generate  sufficient working capital
          for Breda and its  subsidiaries to meet their current  operating needs
          and maintain  historical fixed asset addition levels. This belief will
          be further  strengthened if the sale of Prairie  Telephone's  stock in
          Central Iowa Cellular,  Inc. is completed, as discussed above, because
          that transaction will result in Prairie  Telephone  receiving,  in the
          aggregate,  approximately $5,593,000,  before taxes, and approximately
          $3,525,000 after taxes.

                                      -19-

<PAGE>

          Cautionary Statement on Forward Looking Statements.

          This item and other items in this  quarterly  report  contain  forward
          looking  statements  that  involve and are  subject to various  risks,
          uncertainties and assumptions. Forward looking statements include, but
          are not limited to,  statements  with  respect to  anticipated  future
          trends in revenues and net income,  projections  concerning operations
          and cash flow,  growth  and  acquisition  opportunities,  management's
          plans and intentions for the future,  and other similar  forecasts and
          statements  of  expectation.  Words  such as  "expects,"  "estimates,"
          "plans,"   "anticipates,"   "contemplates,"   "predicts,"   "intends,"
          "believes,"  "seeks,"  "should,"  "thinks,"   "objectives"  and  other
          similar  expressions  or  variations  thereof are intended to identify
          forward looking  statements.  Forward looking statements made by Breda
          and its  management are based on estimates,  projections,  beliefs and
          assumptions  made or existing at the time of such  statements  and are
          not guarantees of future results or  performance.  Breda disclaims any
          obligation to update or revise any forward looking statements based on
          the occurrence of future events,  the receipt of new  information,  or
          otherwise.

          Actual future performance,  outcomes and results may differ materially
          from those  expressed  in forward  looking  statements  as a result of
          numerous risks, uncertainties and assumptions, nearly all of which are
          beyond  the   control  of  Breda  and  its   management.   The  risks,
          uncertainties  and assumptions  affecting  forward looking  statements
          include, but are not limited to:

               o    the possible  adverse effects to Breda and its  subsidiaries
                    which  may  arise  under  the  regulations   which  will  be
                    promulgated  under  the   Telecommunications  Act  of  1996,
                    including increased competition;

               o    adverse changes by the Federal Communications  Commission in
                    the rates of the access charges that can be charged by Breda
                    and its subsidiaries to long distance carriers;

               o    technological  advances in the  telecommunications and cable
                    industries  which may replace or otherwise  adversely affect
                    in a material  way the  existing  technologies  utilized  by
                    Breda and its subsidiaries;

               o    employee relations;

               o    management's business strategies;

                                      -20-

<PAGE>

               o    general industry conditions, including consolidations in the
                    telecommunications and cable industries;

               o    general  economic  conditions at the national,  regional and
                    local levels;

               o    acts or omissions of competitors and other third parties;

               o    changes in or more  governmental  regulations  and policies;
                    and

               o    continued availability of financing, and on favorable terms.

          The  discussion  of  Breda's   financial   condition  and  results  of
          operations  should  also be read in  conjunction  with  the  financial
          statements  and related  notes  included  in Item 1 of this  quarterly
          report.

                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          Breda currently is not aware of any pending legal  proceeding to which
          Breda is a party or to which any of Breda's property is subject, other
          than routine  litigation  that is incidental  to its  business.  Breda
          currently   is  not  aware   that  any   governmental   authority   is
          contemplating  any  legal  proceeding  against  Breda  or  any  of its
          property.

Item 2.   Changes in Securities and Use of Proceeds.

          No material modifications,  limitations or qualifications were made to
          or placed upon the terms of Breda's  shares of common stock during the
          period of January 1, 2000 through March 31, 2000.

          Breda did not issue any shares of its common  stock  during the period
          of January 1, 2000 through March 31, 2000.

Item 3.   Defaults Upon Senior Securities.

          There  has been no  material  default  or any  material  arrearage  or
          delinquency  by Breda of the type  required to be reported  under this
          item.

                                      -21-

<PAGE>

Item 4.   Submission of Matters to a Vote of Security Holders.

          No  matters  were  submitted  to a vote of the  shareholders  of Breda
          during the period of January 1, 2000 through March 31, 2000.

Item 5.   Other Information.

          Breda believes that two of its employees are making, and will continue
          to make, a significant  contribution to its business.  Those employees
          are Robert J. Boeckman and Jane A. Morlok.  Mr.  Boeckman has been the
          manager of Breda since January,  1995, and he was also given the title
          of chief  operating  officer in March,  1998.  Ms. Morlok has been the
          co-manager of Breda since March 30, 1998.

          Breda  has  entered  into a new  employment  agreement  with  both Mr.
          Boeckman and Ms.  Morlok.  The  employment  agreements  were both made
          effective as of April 1, 2000. Ms. Morlok's prior employment agreement
          with Breda had  terminated  on March 30, 2000.  Mr.  Boeckman's  prior
          employment  agreement  with  Breda  would  not have  terminated  until
          December 31, 2001, but the board of directors of Breda believed it was
          appropriate to enter into a new employment agreement with Mr. Boeckman
          at this time.

          Under the terms of Mr. Boeckman's employment agreement, he is employed
          in the capacity of chief  operations  officer and  co-chief  executive
          officer of Breda.  Mr.  Boeckman  is  responsible  for the  day-to-day
          operations of Breda under his employment agreement.

          Mr. Boeckman's  employment agreement will terminate on March 31, 2001.
          The  employment  agreement  will  also  terminate  13 weeks  after Mr.
          Boeckman  is  determined  to  be  totally  disabled.   The  employment
          agreement may also be terminated by Breda at any time,  without cause,
          by giving 30 days prior written  notice to Mr.  Boeckman,  but in that
          circumstance  Mr.  Boeckman shall be paid on the date of termination a
          severance  allowance  equal to the amount  remaining to be paid to him
          under the employment  agreement.  Mr.  Boeckman may also terminate the
          employment  agreement at any time,  by giving 60 days notice to Breda.
          The employment  agreement may also be terminated by Breda,  for cause,
          upon five days written notice to Mr. Boeckman.

          Mr.  Boeckman's  annual  salary  under  the  employment  agreement  is
          $80,000.  Mr.  Boeckman will also receive various other benefits under
          the employment agreement,  including health insurance, life insurance,
          disability  insurance,  a clothing  allowance,  free  local  telephone
          service and free basic cable  service.  Breda will also  contribute an
          amount  equal to 8.6% of Mr.  Boeckman's  annual  gross  salary to the
          defined benefit  retirement and security program which is sponsored by
          the  National  Telephone  Cooperative  Association.  Breda  will  also
          provide Mr.  Boeckman  with the

                                      -22-

<PAGE>

          pre-retirement  death  benefit that is available  through the National
          Telephone Cooperative Association. Mr. Boeckman is also reimbursed for
          all  reasonable  and necessary  expenses  incurred in carrying out his
          duties under the employment  agreement.  The employment agreement also
          contemplates  that Mr.  Boeckman  may receive  bonuses  based upon his
          performance rating as determined by the board of directors of Breda.

          Ms.  Morlok's  employment  agreement  is  similar  to  Mr.  Boeckman's
          employment  agreement.  The primary  differences  between Ms. Morlok's
          employment  agreement and Mr. Boeckman's  employment  agreement are as
          follows:

               o    Ms. Morlok's  capacities under her employment  agreement are
                    chief financial officer and co-chief executive officer.

               o    Ms. Morlok's annual salary under her employment agreement is
                    $70,500.

               o    Ms. Morlok is not entitled to receive a severance payment in
                    the event her employment  under the employment  agreement is
                    terminated by Breda without cause.

               o    Ms. Morlok's employment  agreement does not provide that she
                    may  terminate  the  employment  agreement  at any time,  by
                    giving 60 days notice to Breda.

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

          (a)  A list of the exhibits  included as part of this quarterly report
               is set forth in the Exhibit Index which immediately precedes such
               exhibits and is incorporated by reference herein.

          The following  exhibits became  effective  during the reporting period
          covered by this quarterly report.

          Exhibit No.     Description of Exhibit

          10.1            Employment Agreement effective April 1, 2000 between
                          Breda and Robert Boeckman

          10.2            Employment Agreement effective April 1, 2000 between
                          Breda and Jane Morlok

          27              Financial Data Schedule

          (b)  The  following  report on Form 8-K was filed  during the quarter
               ended March 31, 2000:

          Breda  filed a report  on Form 8-K with the  Securities  and  Exchange
          Commission  on April 12, 2000.  The date of the Form 8-K was March 29,
          2000.  The items  reported  in that  Form 8-K were the March 29,  2000
          Stock  Purchase  Agreement  and the March 29,  2000 Des  Moines  Tower
          Proceeds Agreement that were entered into by Prairie

                                      -23-

<PAGE>

          Telephone  Company,  Inc., a wholly-owned  subsidiary of Breda.  Those
          agreements and the  transactions to be effectuated by those agreements
          are  discussed  above in the "Other  Activities"  section in Item 2 of
          this quarterly report.


                                      -24-
<PAGE>

                                   SIGNATURES

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

                                                   BREDA TELEPHONE CORP.



Date: May 12, 2000.                               By: /s/ Dean Schettler
                                                      -------------------------
                                                      Dean Schettler, President



Date: May 12, 2000.                               By: /s/ Scott Bailey
                                                      -------------------------
                                                      Scott Bailey, Treasurer

                                      -25-
<PAGE>


                                  EXHIBIT INDEX
                             Exhibits to Form 10-QSB
                        Three Months Ended March 31, 2000
                              BREDA TELEPHONE CORP.


Description of Exhibit                                               Page Number

2.        Plan of Acquisition, Disposition,
          Reorganization, Arrangement,
          Liquidation or Succession

          (a)  Stock Purchase  Agreement dated May 22, 1998,
               by and between Arthur Zerwas and Mary Zerwas,
               Westside  Independent  Telephone Company, and
               Breda Telephone  Corporation,  along with the
               Amendment  to the  Stock  Purchase  Agreement
               dated May 22, 1998.  (Filed as Exhibit 2.1 to
               Breda's Registration Statement on Form 10-SB,
               File No. 0-26525,  and incorporated herein by
               this reference.)

          (b)  Stock Purchase  Agreement dated May 22, 1998,
               by and between Arthur Zerwas and Mary Zerwas,
               and Breda Tele-Services, Ltd., along with the
               Amendment  to the  Stock  Purchase  Agreement
               dated May 22, 1998.  (Filed as Exhibit 2.2 to
               Breda's Registration Statement on Form 10-SB,
               File No. 0-26525,  and incorporated herein by
               this reference.)

          (c)  Asset  Purchase  Agreement  dated  October 6,
               1998, by and between NewPath  Communications,
               L.C.  and   Tele-Services,   Ltd.  (Filed  as
               Exhibit 2.3 to Breda's Registration Statement
               on  Form  10-SB,   File  No.   0-26525,   and
               incorporated herein by this reference.)

          (d)  Asset  Purchase   Agreement  by  and  between
               Golden Sky Systems,  Inc. and Breda Telephone
               Corporation  dated as of November  30,  1998,
               along with the  Amendment  of Asset  Purchase
               Agreement  dated  as  of  January  11,  1999.
               (Filed as Exhibit 2.4 to Breda's Registration
               Statement  on Form 10-SB,  File No.  0-26525,
               and incorporated herein by this reference.)

          (e)  Stock  Purchase  Agreement  dated  March  29,
               2000,  by  and  among  AirTouch  Iowa,   LLC,
               Central   Iowa   Cellular,    Inc.,   Prairie
               Telephone   Company,   Inc.,   Panora   Tele-
               communications,     Inc.,     Walnut    Creek
               Communications, Inc.,

                                      -26-

<PAGE>


               Minburn  Telephone  Company,  and  Interstate
               Enterprises,  Ltd.  (Filed as Exhibit  2.1 to
               Breda's  Form 8-K  dated  March  29, 2000  and
               filed April 12, 2000, File No.  0-26525,  and
               incorporated herein by this reference.)

          (f)  Des Moines Tower Proceeds  Agreement dated as
               of March 29, 2000, by and among AirTouch Com-
               munications, Inc., Panora Telecommunications,
               Inc.,  Walnut  Creek  Communications,   Inc.,
               Minburn   Telephone    Company,    Interstate
               Enterprises,   Ltd.  and  Prairie   Telephone
               Company,  Inc.,  along with  Exhibits A and B
               thereto.  (Filed as  Exhibit  2.2 to  Breda's
               Form 8-K dated March 29, 2000 and filed April
               12, 2000, File No. 0-26525,  and incorporated
               herein by this reference.)

3.        Articles of Incorporation and Bylaws

          (a)  Amended    and    Restated     Articles    of
               Incorporation of Breda Telephone Corp. (Filed
               as  Exhibit   3.1  to  Breda's   Registration
               Statement  on Form 10-SB,  File No.  0-26525,
               and incorporated herein by this reference.)

          (b)  Amended   and   Restated   Bylaws   of  Breda
               Telephone  Corp.  (Filed  as  Exhibit  3.2 to
               Amendment  No.  1  to  Breda's   Registration
               Statement  on Form 10-SB,  File No.  0-26525,
               and incorporated herein by this reference.)

10.       Material Contracts

          *(a) Exhibit 10.1 - Employment  Agreement effective
               April  1,  2000   between   Breda  and  Robert
               Boeckman                                                      E-1


          *(b) Exhibit 10.2 - Employment  Agreement effective
               April 1, 2000 between Breda and Jane Morlok                   E-5


*27. Financial Data Schedule

*    Included with this filing

                                      -27-