Re:  Breda Telephone Corp.
     CIK No. 0001084448
     Report on Form 10-QSB for Period Ended 6/30/00
     SEC File No. 0-26525

Ladies and Gentlemen:

     On behalf of Breda Telephone  Corp.,  and as part of this  transmission for
electronic  filing in accordance  with  Regulation  S-T, filed herewith is Breda
Telephone  Corp.'s quarterly report on Form 10-QSB for the period ended June 30,
2000.

     Please address any inquiries  concerning  this filing to the undersigned at
515-283-3126, or to Greg Page at 515-283-3165.  Written correspondence should be
directed to the named persons at the Nyemaster Law Firm, 700 Walnut, Suite 1600,
Des Moines,  Iowa 50309.  Our  facsimile  number for written  correspondence  is
515-283-3108.

     Thank you.

                                        Respectfully,


                                        /s/  Tom Sullivan
                                             ---------------------
                                             Tom Sullivan

cc:  Breda Telephone Corp.

<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 EXCHANGE ACT

     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)


     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 June 30, 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 Periods
                     Ended June 30, 2000 and 1999
                 and the Year Ended December 31, 1999

<PAGE>


                      BREDA TELEPHONE CORPORATION
                           AND SUBSIDIARIES
                              BREDA, IOWA


                               Contents
                                                                          Page

Unaudited Condensed Consolidated Financial Statements:

      Balance Sheets                                                      3 - 4

      Statements of Income                                                  5

      Statements of Stockholders' Equity                                    6

      Statements of Cash Flows                                              7

      Notes to Unaudited Condensed Consolidated Financial
        Statements                                                        8 - 10

                                      -2-

<PAGE>


                           BREDA TELEPHONE CORPORATION
                                AND SUBSIDIARIES
                                   BREDA, IOWA

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                     June 30,
                                                       2000         December 31,
     ASSETS                                         (Unaudited)        1999
     ------                                         -----------     ------------

CURRENT ASSETS
  Cash and cash equivalents                         $ 3,379,744      $   411,341
  Current portion of investments                         94,409           94,810
  Accounts receivable                                   689,486          681,675
  Income taxes refundable                                    --          542,330
  Interest receivable                                    67,761           67,580
  Inventories                                           100,186           88,479
  Other                                                  88,099           77,527
                                                    -----------      -----------
                                                      4,419,685        1,963,742
                                                    -----------      -----------

OTHER NONCURRENT ASSETS
  Investments, less current portion                   4,525,376        4,417,624
  Other investments                                   2,471,811        2,725,488
  Intangibles, net of accumulated amortization        1,176,410        1,222,372
  Deferred income taxes                                  60,123           11,360
                                                    -----------      -----------
                                                      8,233,720        8,376,844
                                                    -----------      -----------

PROPERTY, PLANT AND EQUIPMENT, NET                    6,356,940        6,340,193
                                                    -----------      -----------

TOTAL ASSETS                                        $19,010,345      $16,680,779
                                                    ===========      ===========


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


                                      - 3 -

<PAGE>


                           BREDA TELEPHONE CORPORATION
                                AND SUBSIDIARIES
                                   BREDA, IOWA

                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                  June 30,
                                                                    2000          December 31,
     LIABILITIES AND STOCKHOLDERS' EQUITY                        (Unaudited)          1999
     ------------------------------------                        -----------      -----------
<S>                                                              <C>              <C>
CURRENT LIABILITIES
  Current portion of long-term debt                              $   284,839      $   608,412
  Accounts payable                                                   448,038          239,787
  Accrued taxes                                                      657,796          125,643
  Other                                                              124,716          104,258
                                                                 -----------      -----------
                                                                   1,515,389        1,078,100
                                                                 -----------      -----------

LONG-TERM DEBT, less current portion                               5,408,371        6,547,930
                                                                 -----------      -----------

STOCKHOLDERS' EQUITY
  Common stock - no par value, 5,000,000 shares authorized,
    37,682 shares issued and outstanding at $235 and $149
    stated value, respectively                                     8,855,270        5,614,618
  Retained earnings                                                3,231,315        3,440,131
                                                                 -----------      -----------
                                                                  12,086,585        9,054,749
                                                                 -----------      -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $19,010,345      $16,680,779
                                                                 ===========      ===========
</TABLE>


              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 and Six Months Ended June 30, 2000 and 1999


<TABLE>
<CAPTION>
                                            For the Three Months Ended          For the Six Months Ended
                                               2000              1999              2000              1999
                                           -----------       -----------       -----------       -----------
<S>                                        <C>               <C>               <C>               <C>
OPERATING REVENUES
  Local network services                   $   143,357       $   127,380       $   279,679       $   241,378
  Network access services                      583,127           625,478         1,146,416         1,179,955
  Cable television services                    264,359           268,789           529,708           523,943
  Telemarketing services                        73,567           103,996           127,368           220,920
  Internet services                            160,404            96,661           305,123           181,832
  Billing and collection services               17,170            18,422            43,178            43,506
  Miscellaneous                                249,421           141,897           423,193           315,414
                                           -----------       -----------       -----------       -----------
                                             1,491,405         1,382,623         2,854,665         2,706,948
                                           -----------       -----------       -----------       -----------
OPERATING EXPENSES
  Plant specific operations                    466,786           315,736           886,679           623,296
  Plant nonspecific operations                  30,670            20,384            52,025            45,314
  Cost of programming                           75,042            73,246           147,363           135,251
  Depreciation and amortization                269,933           243,581           529,684           483,854
  Customer operations                          207,655           182,224           394,489           355,533
  Corporate operations                         294,050           258,378           530,439           465,108
  General taxes                                 34,510            29,363            68,116            64,830
                                           -----------       -----------       -----------       -----------
                                             1,378,646         1,122,912         2,608,795         2,173,186
                                           -----------       -----------       -----------       -----------

OPERATING INCOME                               112,759           259,711           245,870           533,762
                                           -----------       -----------       -----------       -----------

NON-OPERATING INCOME (EXPENSE)
  Interest and dividend income                  86,613            92,638           158,338           214,987
  Loss on sale of investments                   (2,808)           (6,119)           (2,808)           (6,119)
  Gain on sale of DBS investment                    --                --                --         7,436,415
  Gain on sale of cellular investment        4,900,959                --         4,900,959                --
  Interest expense                            (132,842)         (123,065)         (263,633)         (248,993)
  Income from cellular partnership              83,335                --            83,335                --
  Income from Alpine partnership                    --                --            23,508                --
  Other                                          9,112           (24,146)            4,122           (20,248)
                                           -----------       -----------       -----------       -----------
                                             4,944,369           (60,692)        4,903,821         7,376,042
                                           -----------       -----------       -----------       -----------

INCOME BEFORE INCOME TAXES                   5,057,128           199,019         5,149,691         7,909,804
                                           -----------       -----------       -----------       -----------

INCOME TAXES                                 1,993,780           102,054         2,004,809         2,967,413
                                           -----------       -----------       -----------       -----------

NET INCOME                                 $ 3,063,348       $    96,965       $ 3,144,882       $ 4,942,391
                                           ===========       ===========       ===========       ===========

NET INCOME PER SHARE (Note 3)              $     81.29       $      2.57       $     83.46       $    131.02
                                           ===========       ===========       ===========       ===========
</TABLE>


              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                                                           3,144,882         3,144,882

  Dividends paid                                                          (113,046)         (113,046)

  Stock value adjustment                               3,240,652        (3,240,652)
                                   -----------       -----------       -----------       -----------

Balance at June 30, 2000                37,682       $ 8,855,270       $ 3,231,315       $12,086,585
                                   ===========       ===========       ===========       ===========
</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 Six Months Ended June 30, 2000 and 1999


<TABLE>
<CAPTION>
                                                            2000              1999
                                                        -----------       -----------
<S>                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                            $ 3,144,882       $ 4,942,391
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                         529,684           483,854
      Amortization of investment tax credits                 (4,884)           (4,884)
      Deferred income taxes                                 (43,879)           (6,119)
      Gain on sale of DBS investment                             --        (7,436,415)
      Gain on sale of cellular investment                (4,900,959)               --
      Changes in operating assets and liabilities:
        Decrease in assets                                  512,059            12,094
        Increase in liabilities                             760,862           750,187
                                                        -----------       -----------
      Net cash used in operating activities                  (2,235)       (1,258,892)
                                                        -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                     (500,469)         (554,869)
  Salvage, net of removal cost                                   --            10,677
  Purchase of investments                                  (230,264)       (5,893,509)
  Sale of investments                                       122,913           433,598
  (Increase) decrease in other investments                   46,357            (3,869)
  Proceeds from sale of DBS investment                           --         8,038,197
  Proceeds from sale of cellular investment               5,108,279                --
                                                        -----------       -----------
      Net cash provided by investing activities           4,546,816         2,030,225
                                                        -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of line of credit                                    --          (750,000)
  Repayment of long-term debt                            (1,463,132)         (290,228)
  Dividends paid                                           (113,046)         (113,166)
                                                        -----------       -----------
      Net cash used in financing activities              (1,576,178)       (1,153,394)
                                                        -----------       -----------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                        2,968,403          (382,061)
                                                        -----------       -----------

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $ 3,379,744       $   400,898
                                                        ===========       ===========

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION

    Cash paid during the year for:
      Interest                                          $   263,633       $   248,993
      Income taxes                                      $   975,000       $ 1,990,528
</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 June 30, 2000 and  December 31, 1999 and the
          results of  operations  and changes in cash flows for the three months
          and six months ended June 30, 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 June 30,  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>
            Six months ended June 30, 2000

          Revenues and sales
            External customers                  $ 1,892,130      $   529,708       $   432,827       $ 2,854,665
            Intersegment                                 --               --                --                --
          Segment profit (loss)                   3,258,959          (65,228)          (48,849)        3,144,882

            Six months ended June 30, 1999

          Revenues and sales
            External customers                  $ 1,780,178      $   523,943       $   402,827       $ 2,706,948
            Intersegment                                 --               --                --                --
          Segment profit (loss)                     328,203        4,621,333            (7,145)        4,942,391
</TABLE>


                                      - 8 -

<PAGE>


                      BREDA TELEPHONE CORPORATION
                           AND SUBSIDIARIES
                              BREDA, IOWA

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2.  OPERATING SEGMENTS, (Continued)
<TABLE>
<CAPTION>

                                                  Local
                                                 Exchange
                                                 Carriers         Broadcast           Other             Total
                                                -----------      -----------       -----------       -----------
       <S>                                      <C>              <C>               <C>               <C>
            Three months ended June 30, 2000

          Revenues and sales
            External customers                  $   993,075      $   264,359       $   233,971       $ 1,491,405
            Intersegment                                 --               --                --                --
          Segment profit (loss)                   3,128,837          (49,312)          (16,177)        3,063,348

            Three months ended June 30, 1999

          Revenues and sales
            External customers                  $   913,177      $   268,789       $   200,657       $ 1,382,623
            Intersegment                                 --               --                --                --
          Segment profit (loss)                     130,126          (35,394)            2,233            96,965
</TABLE>


<TABLE>
<CAPTION>
          Reconciliation of Segment Information             Three months ended           Six months ended
          -------------------------------------
                                                          June 30,       June 30,      June 30,      June 30,
                                                           2000           1999           2000           1999
                                                        ----------     ----------     ----------     ----------
       <S>                                              <C>            <C>            <C>            <C>
          REVENUES AND SALES:
            Total revenues and sales for reportable
              segments                                  $1,257,434     $1,181,966     $2,421,838     $2,304,121
            Other revenues                                 233,971        200,657        432,827        402,827
            Elimination of intersegment revenues
              and sales                                         --             --             --             --
                                                        ----------     ----------     ----------     ----------
                Consolidated Revenues                   $1,491,405     $1,382,623     $2,854,665     $2,706,948
                                                        ==========     ==========     ==========     ==========

          PROFIT:
            Total profit for reportable segments        $3,063,348     $   96,965     $3,144,882     $4,942,391
            Other profit (loss)                                 --             --             --             --
            Non-operating segment                               --             --             --             --
            Minority interest                                   --             --             --             --
                                                        ----------     ----------     ----------     ----------
                Net Income                              $3,063,348     $   96,965     $3,144,882     $4,942,391
                                                        ==========     ==========     ==========     ==========
</TABLE>


                                      - 9 -

<PAGE>


                           BREDA TELEPHONE CORPORATION
                                AND SUBSIDIARIES
                                   BREDA, IOWA

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3.   NET INCOME PER SHARE

          Net income per common share for June 30, 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 and six months ended
          June 30, 2000 and 1999 were 37,682.

NOTE 4.   DISPOSITION OF CELLULAR AND DBS INVESTMENTS

          On May 12, 2000, the Company sold all of their  outstanding  shares of
          Central  Iowa  Cellular,  Inc.  (CIC).  The Company  received  cash of
          $5,108,279  including the majority of the Company's share of the Tower
          Net Proceeds. The transaction resulted in a gain of $4,900,959,  which
          was included in operations during the second quarter of 2000.

          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.


                                     - 10 -

<PAGE>


Item 2.   Management's Discussion and Analysis or Plan of Operation.

          Six Months  Ended June 30, 2000  Compared to Six Months Ended June 30,
          1999.

          There was an increase in total  operating  revenues for the  six-month
          period ending June 30, 2000, when compared to the same period in 1999,
          of $147,717,  or 5.45%.  This increase was a combination  of increases
          and  decreases in the services  making up  operating  revenues.  While
          local network  services  revenues for the six-month period ending June
          30,  2000,  increased  $38,301,  or 15.9%,  compared to the  six-month
          period ending June 30, 1999, the network access services  decreased by
          $33,539 when  comparing  these same two six-month  periods.  The local
          network  service  revenue  increase  resulted from the increase of 140
          customers; the effect of having a full six months of the rate increase
          implemented  April 1, 1999 recorded in the six-month period ended June
          30, 2000;  and the rate increase for calling  features  implemented as
          switch conversions were completed in 1999. The network access decrease
          of $33,539 or 2.8%,  when  comparing the six-month  period ending June
          2000 to the same period in 1999, is attributable to the decline in the
          volume of  telemarketing  calls  made by Breda's  subsidiary,  Pacific
          Junction Telemarketing,  Inc. Telemarketing services revenue generated
          by Pacific Junction also decreased $93,553, or 42.3% for the six-month
          period  ended June 30, 2000,  when  compared to the  six-month  period
          ended June 30, 1999. This decrease represents an industry-wide decline
          in the use of telemarketing  services when comparing the two six-month
          periods.

          There was an increase in internet  services for the  six-month  period
          ending  June 30,  2000,  when  compared  to the same period in 1999 of
          $123,307, or 67.8%. This increase was a direct correlation to a 61.6%,
          or 818 internet  lines  increase in the customer  base when  comparing
          these two  six-month  periods.  Another  significant  component of the
          overall operating  revenue increase was a $107,764,  or 34.2% increase
          in the  miscellaneous  revenue when  comparing  the  six-month  period
          ending  June 30,  2000 with the same  six-month  period in 1999.  This
          miscellaneous  revenue  increase was primarily the result of increased
          cellular service commissions.

          There was an increase in total operating expenses of $435,609,  or 20%
          for the six-month  period  ending June 30, 2000,  when compared to the
          six-month  period  ending  June 30,  1999.  All of the  components  of
          operating   expense  increased  when  comparing  these  two  six-month
          periods.  There was a $263,383,  or 42.3%  increase in plant  specific
          operations  expense when comparing the six-month period ended June 30,
          2000,  to the  six-month  period ended June 30, 1999. Of this $263,383
          increase,

                                     - 11 -

<PAGE>


          almost $105,792 was attributable to an increase in internet expense to
          support  the  increase  of 818  customers.  Technician  education  and
          training  expense  of  $19,353  is  reflected  in the  plant  specific
          expenses for the six-month period ended June 30, 2000,  compared to no
          expenditures during the six-month period ended June 30, 1999. Cellular
          expenses  for the  six-month  time  period  ended  June 30,  2000,  as
          compared to the six-month  time period ended June 30, 1999,  increased
          plant  specific  expense by $90,597.  This cellular  expense  increase
          resulted  from  payroll  expenditures  to staff the new retail  store,
          which opened  April 6, 2000,  and to pay  advertising  costs in direct
          correlation to the increase in cellular sales. Plant specific expenses
          were also increased by $36,409 in the cable TV  operations.  While the
          winter  weather  allowed more repair and  maintenance  work during the
          first three  months of 2000 as  compared to the first three  months of
          1999, the primary cause of all plant specific  increases was from wage
          and benefit  increases  which became  effective  January 1, 2000.  The
          telephone  systems  repair  and  maintenance  expense,  and the office
          furniture  expense  together also  increased by $10,873 when comparing
          the  six-month  period ended June 30, 2000,  to the  six-month  period
          ended June 30, 1999.

          Plant  nonspecific  operations  expense increased $6,711 or 14.8%, for
          the  six-month  period  ending  June 30,  2000,  when  compared to the
          six-month  period  ending June 30, 1999.  The increase  resulted  from
          office equipment leasing contracts,  and office equipment  maintenance
          agreements  that are  based on  volume.  There was a  $12,112,  or 9%,
          increase in the cost of programming expense for cable TV services when
          comparing the six-month period ended June 30, 2000, with the six-month
          period ended June 30, 1999. The programming increase was the result of
          programming  fee  increases.  Depreciation  and  amortization  expense
          increased  $45,830,  or 10%, for the  six-month  period ended June 30,
          2000,  when  compared  to the same  period in 1999.  As noted in prior
          reports,  the switches in the seven telephone  exchanges were replaced
          during 1998 and 1999. The six-month period ending June 30, 2000, would
          now reflect depreciation on all seven switches as compared to the time
          period June 30, 1999,  which would show partial year  depreciation  on
          only the switches  that were  installed by that date.  The increase in
          customer  operations for the six-month period ended June 30, 2000, was
          $38,956,  or 11%, when compared to the six-month period ended June 30,
          1999.  However,  the telemarketing  services customer service expenses
          for labor,  supplies  and  telephone  expense  decreased by $46,523 in
          direct correlation to the decrease in telemarketing revenue during the
          six-month  period  ended June 30, 2000,  as compared to the  six-month
          period  ended June 30,  1999.  All other  customer  service  personnel
          expenses  increased  $75,190 for the  six-month  period ended June 30,
          2000, when compared to the same six month period in 1999 because eight
          staff  members  have been added  since  October  of 1999 for  customer
          service  assistance,  computer and billing services,  and to staff the
          retail store that opened April 6, 2000.  Salary  increases also became
          effective  January 1, 2000, which would not have been reflected in the
          six-month period ended June 30, 1999.  Customer service supply expense
          also increased when comparing  these two six-month  periods because of
          the


                                     - 12 -

<PAGE>


          increased customer correspondence  generated for notification of cable
          channel line-up changes,  area code prefix changes,  billing procedure
          changes and similar customer notifications.

          There was an  increase of $65,331,  or 14%,  in  corporate  operations
          expense for the  six-month  period ended June 30, 2000, as compared to
          the  six-month  period ended June 30, 1999.  This  increase  partially
          relates  to wage  increases  effective  January  1,  2000,  additional
          information technology staff members, and legal,  accounting and other
          expenses  incurred with respect to Breda becoming a reporting  company
          under  Securities  Exchange Act of 1934. The legal and accounting fees
          incurred  during the  six-month  period ended June 30, 2000,  included
          fees for the preparation of proxy statements, and the annual report to
          all shareholders,  which were first-time  expenses that would not have
          been incurred in the six-month  period ended June 30, 1999. First time
          consultant fees were also incurred  during the six-month  period ended
          June 30, 2000, as compared to the same  six-month  period in the prior
          year  for new  business  venture  research  and for  company-wide  job
          descriptions,  organization  structure  work and personnel  evaluation
          program work. Also included in corporate  expenditures  during the six
          month period ended June 30, 2000,  which would not have been  included
          in  the  six-month   period  ended  June  30,  1999,   were  fees  and
          expenditures  to  investigate  a  company-wide   trademark  and  logo.
          Information  system  expenses  also  increased  by $20,105  during the
          six-month  period ended June 30, 2000,  when compared to the six-month
          period  ended June 30,  1999.  These  expenses  resulted  from work on
          software and hardware  upgrades and new operating  lease  expenditures
          for the  additional  hardware  needed  to  accommodate  the  company's
          growth.  Some  hardware  is now  leased for the  headquarters  office,
          satellite offices and the retail outlet.

          Non-operating  income  decreased by $2,472,221,  or 33.5%,  during the
          six-month period ended June 30, 2000, when compared to the same period
          in 1999.  One factor in this decrease was the result of the $7,436,415
          gain on the  sale  of the  direct  broadcast  satellite  operation  in
          January 1999, and the additional interest income on the funds invested
          from that sale.  The proceeds of this event were  reported  during the
          six-month   time  period  ended  June  30,  1999,  and  there  are  no
          corresponding  proceeds  from this  one-time  event  recorded  for the
          six-month  period ended June 30, 2000.  However,  on May 12, 2000, the
          company  and all  other  stockholders  sold all of  their  outstanding
          shares  of  Central  Iowa  Cellular  (CIC).   This  minority  cellular
          investment  sale resulted in the company  receiving cash of $5,108,279
          and the  transaction  resulted  in a gain  of  $4,900,959,  which  was
          included in  non-operating  income during the  six-month  period ended
          June 30, 2000.  The  difference in the  reportable  gains of these two
          events totaled  $2,535,456.  Interest and dividend income decreased by
          $56,649 or 26.3% when comparing the two six-month periods because of a
          reduction in investments to pay income tax estimates,  switch upgrades
          and debt reduction. Another factor in the overall non-operating income
          decrease was


                                     - 13 -

<PAGE>


          the receipt of  investment  partnership  distributions  of $83,335 and
          $23,508 during the six-month  period ended June 30, 2000,  compared to
          no partnership  distributions  in the six-month  period ended June 30,
          1999.  There was also a $23,287 loss on the disposal of switch  during
          the six-month  period ended June 30, 1999, which was included in other
          income,  with no corresponding  event recorded in the six-month period
          ended June 30, 2000.

          Income taxes decreased by $962,604, or 32.4%, for the six-month period
          ended June 30,  2000,  when  compared to the same period in 1999.  The
          decrease resulted primarily from the difference in taxable gain on the
          Central Iowa  Cellular  stock sale in May 2000,  versus the  broadcast
          satellite operation taxable gain in January 1999.

          Net income  decreased  $1,797,509 for the six-month  period ended June
          30, 2000,  when compared to the same period in 1999.  The decrease was
          attributable  to the  noted  decreases  in net  operating  income  and
          non-operating  income as well as the  decrease in income  taxes mainly
          attributable  to the  difference  in taxable gains on the Central Iowa
          Cellular stock sale in May 2000,  and the broadcast  satellite sale in
          January 1999.

          Liquidity and Capital Resources at Year Ended 1999

          Breda's net working capital was a positive $885,642 as of the close of
          December 1999.  This  represents a $1,311,164  increase in net working
          capital from year-end 1998.

          Liquidity and Capital Resources at Six Months Ended June 30, 2000.

          Breda's net working capital was a positive  $2,904,296 as of the close
          of June 2000. This represents an increase of $2,018,654 in net working
          capital  from  year-end  December  1999.  Cash  and  cash  equivalents
          increased  $2,968,403 during the six-month period ended June 30, 2000,
          when  compared to the year ended  December  31,  1999.  This  increase
          resulted  primarily  from receipt of  $5,108,279  from the sale of the
          Central Iowa Cellular  stock on May 12, 2000,  and the  subsequent pay
          down of variable  rate (8.05% - 8.3% at June 30,  2000) long term debt
          of  $1,243,625  and  corresponding  interest  of  $23,838  from  Rural
          Telephone  Finance  Cooperative  on June 30, 2000.  Sale proceeds were
          also used to make  estimated tax payments of $725,000 in June of 2000.
          There were no prepaid income taxes as of June 30, 2000, as compared to
          $542,330 at December  31,  1999.  These  prepayments  were  applied to
          estimated tax payments during the first two quarters of 2000.


                                     - 14 -

<PAGE>


          The current portion of long-term debt decreased by $323,573 as of June
          30, 2000, when compared to the year ended December 31, 1999. A portion
          of this decrease would be  attributable to the payoff of two long-term
          loans with Rural Telephone Finance  Cooperative in June 2000. Accounts
          payable increased $208,251 as of June 30, 2000 as compared to the year
          ended December 31, 1999. Some  expenditures that were included in this
          increase  that would not have been  applicable  to December  31, 1999,
          were associated with the purchase of a new software  operating system,
          the increase in cellular inventory  expenditures because of the retail
          outlet, and contracted work for boring underground cable.

          Three  Months  Ended June 30, 2000  Compared to the Three Months Ended
          June 30, 1999

          There was an increase in total operating  revenues for the three month
          period ended June 30, 2000,  when compared to the same period in 1999,
          of $108,782,  or 7.9%.  Operating revenue increases resulted primarily
          from a $63,743,  or 65.9%,  increase  in internet  revenue  during the
          three-month period ended June 30, 2000, as compared to the three-month
          period ended June 30, 1999, and from a $107,524, or 75.8%, increase in
          miscellaneous  revenue when comparing these same  three-month  periods
          for 2000 and 1999.  The internet  revenue  increase  correlates  to an
          increase in the customer base, and the  miscellaneous  income increase
          was primarily  generated from increased  cellular customers during the
          three-month period ended June 30, 2000, as compared to the three-month
          period  ended  June 30,  1999.  Two other  components  which  caused a
          decrease in operating revenues were the decreases in the revenues from
          telemarketing  services and in access charges.  Telemarketing revenues
          decreased  by  $30,429,  or  29.3%  because  of  some  calling  number
          unavailability,  which resulted in less calling hours.  Access charges
          revenues  decreased by $42,351,  or 6.8%,  because of a decline in the
          volume of  telemarketing  calls  made by Breda's  subsidiary,  Pacific
          Junction. The telemarketing calls made by Pacific Junction are a major
          source of access charges revenue.

          There was an increase in local network services revenue of $15,977, or
          12.5%,  during  the  three-month  period  ended  June 30,  2000,  when
          compared to the same period in 1999.  This  increase was due primarily
          to an  increase in  customers  requesting  a second line for  internet
          services,  and to calling feature rate increases that were implemented
          as switches were replaced  during 1999. The  three-month  period ended
          June  30,  2000,  would  have  calling  feature  revenue  from all the
          exchanges,  as compared to the  calling  feature  revenue in the three
          month  period  ended June 30,  1999,  which  would  only have  calling
          feature rate increases included for the telephone  exchanges where the
          switches  had  been  replaced.   Cable  television   services  revenue
          decreased  $4,430,  or 1.7% for the three-month  period ended June 30,
          2000, as compared to the three-month  period ended June 30, 1999. This
          decrease is the result


                                     - 15 -

<PAGE>


          of competition  from  satellite dish services and seasonal  changes in
          customers  dropping  services  and adding back the services at a later
          date.

          There was an increase in total operating  expenses for the three-month
          period ended June 30, 2000,  when compared to the same period in 1999,
          of $255,734, or 22.8%. Plant specific operations increased by $151,050
          or 47.8% when comparing  these two three-month  periods.  The increase
          was partially attributable to increased cellular and internet expenses
          to operate a retail  outlet to sell  cellular  and  internet  services
          which  opened April 6, 2000.  A major  component  was wage and benefit
          costs for outside technicians and cellular/internet  personnel because
          of wage and benefit increases, which became effective in January 2000.
          Costs to open the retail outlet are included in the three-month period
          ended  June 30,  2000,  which  would not have been  applicable  to the
          three-month period ended June 30, 1999.

          Plant  nonspecific   operations  expense  increased  $10,286  for  the
          three-month   period  ended  June  30,  2000,  when  compared  to  the
          three-month  period ended June 30, 1999.  The increase  resulted  from
          office equipment leasing contracts,  and office equipment  maintenance
          agreements  that are based on  volume.  Some of these  agreements  for
          additional  equipment were not in place during the three-month  period
          ended June 30, 1999.  Depreciation and amortization increased $26,352,
          or  10.8%,  for the  three-month  period  ended  June 30,  2000,  when
          compared to the same period in 1999.  This  increase was mainly due to
          all seven switches being  depreciated  during the  three-month  period
          ended June 30, 2000, where only the switches that had been replaced in
          1998 and the first six months of 1999 would have been  included in the
          three-month period ended June 30, 1999. Additional  expenditures would
          also be included in the  three-month  period ended June 30, 2000,  for
          additional  furnishings  required  by the  increased  number  of staff
          members.

          The increase in customer operations expense for the three-month period
          ended  June 30,  2000,  was  $25,431,  or 14%,  when  compared  to the
          three-month period ended June 30, 1999. The increase was primarily the
          result of wage and  benefit  rate  increases  that were  effective  in
          January 2000,  which would not have been reflected in the  three-month
          period  ended June 30,  1999.  Another  factor in the increase was the
          addition of four full-time  equivalents to staff the new retail store,
          which opened in April 2000.

          There was an increase of $35,672,  or 13.8%,  in corporate  operations
          expense for the three-month period ended June 30, 2000, as compared to
          the  three-month  period ended June 30, 1999.  This increase  resulted
          from salary increases effective in January 2000, as well as consultant
          fees for corporate  organization  and new business  venture  activity.
          Information  system  expenses also  increased  during the  three-month
          period  ended June 30,  2000,  as compared to the  three-month  period
          ended  June 30,  1999,  because a new  computer  operating  system was
          installed,  and the Cable TV  billing


                                     - 16 -

<PAGE>


          system for approximately 3500 customers, was moved to the headquarters
          location and converted  from one vendor billing system to the one used
          for most of the  billing  by the rest of the  company.  The  number of
          staff  members  working in the  information  technology  area was also
          increased from the same three-month time period a year ago.

          Non-operating  income  increased  by  $5,005,061  for the  three-month
          period  ended June 30,  2000,  as compared to the  three-month  period
          ended  June 30,  1999.  On May 12,  2000,  the  Company  and all other
          stockholders  of  Central  Iowa  Cellular,  Inc.  sold  all  of  their
          outstanding shares. This minority cellular investment sale resulted in
          the Company receiving a partial payment of $5,108,279 on May 12, 2000.
          The partial  payment  transaction  resulted  in a gain of  $4,900,959,
          which was  included in  non-operating  income  during the  three-month
          period  ended June 30,  2000,  and for which  there was no  comparable
          entry during the three-month period ended June 30, 1999. Subsequent to
          June 30, 2000, and immediately  prior to filing the June 30, 2000 Form
          10-QSB,  Prairie  Telephone  Company received the remaining payment in
          the amount of $117,755 which will be classified as an additional  gain
          from  the  sale  of  Central  Iowa   Cellular,   Inc.   stock.   Other
          non-operating  income  increases  resulted from the receipt of $83,335
          from a cellular  partnership  investment during the three-month period
          ended  June 30,  2000 for which  there was no  comparable  item in the
          three-month period ended June 30, 1999. Another  non-operating revenue
          increase resulted because all switch change-outs had been completed by
          December 31,  1999,  so while there was a $23,287 loss on the disposal
          of switches  included in other income in the three-month  period ended
          June 30, 1999,  there was no switch  disposal loss in the  three-month
          period ended June 30, 2000.

          Income taxes increased $1,891,726, during the three-month period ended
          June 30, 2000,  as compared to the  three-month  period ended June 30,
          1999. The increase resulted primarily from the gain on the sale of the
          Central  Iowa  Cellular  stock in May  2000,  for  which  there was no
          corresponding  transaction during the three-month period ended June 30
          1999.

          While both operating revenues and operating expenses increased for the
          three  month  period  ended  June  30,  2000,  when  compared  to  the
          three-month  period  ended June 30,  1999,  the main reason net income
          increased  $2,966,383 when comparing these same  three-month  periods,
          was  because  of the gain on the  sale of the  Central  Iowa  Cellular
          stock.

          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


                                     - 17 -

<PAGE>


          shares  in any of the  various  circumstances  in which  Breda has the
          right to  purchase  those  shares.  Breda's  board of  directors  most
          recently  made this  determination  on June 12,  2000,  when the board
          adopted a resolution fixing the issuance price and redemption price to
          be $235  per  share.  A  discussion  of this  action  by the  board of
          directors  is set forth in  Breda's  Form 8-K which was filed with the
          Securities and Exchange Commission on June 26, 2000.

          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 $628,000 in 2000.

          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
          Federal Communications Commission,  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's switch vendor is preparing 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.

          On June 5, 2000, the CALEA Implementation  Section of the FBI informed
          Breda,  that based on the information  provided in accordance with the
          Flexible  Deployment  Assistance  Guide,  the FBI  supports a two-year
          extension of the June 30, 2000,  compliance  date for Breda  Telephone
          Corporation,  Prairie Telephone Company, Inc. and Westside Independent
          Telephone Company under section 107(c) of CALEA.

          As of June 30,  2000,  Breda and its  subsidiaries  had  approximately
          $5,693,143  in  outstanding  loans  with the Rural  Telephone  Finance
          Cooperative  (the "RTFC").  Of the  outstanding  debt with the RTFC on
          that date,  approximately  $2,213,578  was at


                                     - 18 -

<PAGE>


          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 Telephone and
          Prairie Telephone also have a line of credit available from RTFC until
          January 2001 for  $1,000,000.  There were no  outstanding  advances on
          this line of credit at June 30, 2000.

          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,
          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,  Ltd. Tele-Services does
          anticipate,  however,  and is  also  presently  upgrading  some of its
          plant,  equipment  and cable 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.


                                     - 19 -

<PAGE>


          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,  and the sale of its Central
          Iowa Cellular  stock in May 2000,  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.

          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, views, 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;


                                     - 20 -
<PAGE>


               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;

               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 proceeding against Breda or any of its property.

Item 2.   Changes in Securities.

          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 June 30, 2000.

          Breda did not issue any shares of its common  stock  during the period
          of January 1, 2000 through June 30, 2000.


                                     - 21 -

<PAGE>


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.

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

          The annual  meeting of the  shareholders  of Breda was held on May 17,
          2000.  The only matters voted upon by the  shareholders  at the annual
          meeting  were  the  election  of three  directors  for  Breda  and the
          ratification of the appointment of Breda's auditors for the year 2000.

          Breda's  board of directors  consists of seven  members,  divided into
          three classes based upon the length of their term.  Each member of the
          board of  directors  is  elected to a three year term and until his or
          her successor is elected, and the terms of office of the directors are
          staggered  so that three of the  directors'  terms expire in one year,
          two expire the next year, and two expire the following year.

          The terms of three of Breda's  directors expired at the annual meeting
          of the shareholders of Breda. The directors whose terms expired at the
          annual meeting were Dean Schettler, John Wenck and Dave Hundling.

          There were four nominees for the three director positions to be filled
          at the  annual  meeting of the  shareholders.  The  nominees  were the
          following individuals:

                     Rod Doorenbos             Dean Schettler
                     Roger Nieland             John Wenck

          Dave Hundling determined not to pursue re-election as a director.

          Roger Nieland,  Dean Schettler and John Wenck were elected to serve as
          directors  of Breda until the annual  meeting of the  shareholders  of
          Breda to be held in the year  2003.  The  number  of votes  cast  for,
          against  or  withheld,  and  the  number  of  abstentions  and  broker
          non-votes, with respect to the four nominees for election as directors
          of Breda was as follows:

                                      Against                         Broker
          Name              For     or Withheld     Abstentions     Non-Votes
          ----              ---     -----------     -----------     ---------
          Roger Nieland     192          -               -              -
          Dean Schettler    282          -               -              -
          John Wenck        256          -               -              -
          Rod Doorenbos     185          -               -              -


                                     - 22 -

<PAGE>


          The other  directors  continuing in office after the annual meeting of
          the shareholders are the following individuals:

                  Scott Bailey                        Dave Grabner
                  Larry Daniel                        Clifford Neumayer

          The only other  matter  voted upon by the  shareholders  at the annual
          meeting was the  ratification of Kiesling  Associates,  LLP as Breda's
          auditors for the year 2000.  The number of votes cast for,  against or
          withheld,   and  the  number  of  abstentions  and  broker  non-votes,
          regarding this matter was as follows:

          For        Against or Withheld       Abstentions      Broker Non-Votes
          ---        -------------------       -----------      ----------------
          194                17                    93                  38

Item 5.   Other Information.

          Breda does not believe there is any  information  to report under this
          Item.

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 herein by this reference.

          (b)  The  following  report on Form 8-K was filed  during the  quarter
               ended June 30, 2000:

          Breda  filed a report  on Form 8-K with the  Securities  and  Exchange
          Commission  on June  26,  2000.  The date of the Form 8-K was June 12,
          2000.  The item  reported  in the Form 8-K was the board of  directors
          adoption of a resolution  on June 12, 2000 fixing the  issuance  price
          for newly issued  shares of Breda's  common  stock and the  redemption
          price for Breda's shares of common stock at $235 per share.  The prior
          per share price fixed by the board of directors was $180.


                                     - 23 -

<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:    August 7, 2000.                By:  /s/ Dean Schettler
                                             ----------------------------------
                                             Dean Schettler, President



Date:   August 7, 2000.                 By:  /s/ Scott Bailey
                                             ----------------------------------
                                             Scott Bailey, Treasurer


                                     - 24 -
<PAGE>


                                  EXHIBIT INDEX
                             Exhibits to Form 10-QSB
                         Six Months Ended June 30, 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, 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, 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, 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, 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 Telecommunications, Inc.,
          Walnut Creek Communications, Inc.,


                                     - 25 -

<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, 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, 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, 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, and incorporated herein by this
          reference.)

10.  Material Contracts

     (a)  Employment Agreement effective April 1, 2000 between Breda
          and Robert Boeckman. (Filed as Exhibit 10.1 to Breda's Form
          10-QSB for the quarterly period ended March 31, 2000, and
          incorporated herein by this reference.)

     (b)  Employment Agreement effective April 1, 2000 between Breda
          and Jane Morlok. (Filed as Exhibit 10.2 to Breda's Form
          10-QSB for the quarterly period ended March 31, 2000, and
          incorporated herein by this reference.)

*27. Financial Data Schedule

*    Included with this filing


                                     - 26 -