SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                FORM 10-QSB/A
                               Amendment No. 1

                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                 For the quarterly period ended June 30, 2000
                       Commission file number 000-26539

                          ACCESS NETWORK CORPORATION
       ________________________________________________________________
      (Exact name of small business issuer as specified in its charter)

        Nevada                                      88-0409450
  ____________________________              ________________________________
 (State or other jurisdiction of          (IRS Employer Identification Number)
incorporation or organization

           2995 El Camino Road, Las Vegas, Nevada             89146
   ________________________________________________      _____________
    (Address of principal executive offices)              (Zip Code)


                                  (702) 251-3211
               ________________________________________________
               (Issuer's telephone number, including area code)


     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such reports) Yes [XX] No [  ], and (2) has been subject to such filing
requirements for the past 90 days. Yes [XX]   No [ ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS:

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

     As of June 30, 2000 the issuer had outstanding 601,200 shares of its
Common Stock, $0.001 par value.

<PAGE>


                        PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

     The unaudited financial statements of Access Network Corporation, a
Nevada corporation (the "Company"), as of June 30, 2000 were prepared by
Management and commence on the following page.  These financial statements
have been restated to reflect the increased compensation value assigned to a
stock bonus issued to two officer/directors in June 2000.  In the opinion of
Management the financial statements fairly present the financial condition of
the Company.

                          ACCESS NETWORK CORPORATION

                        (A DEVELOPMENT STAGE COMPANY)

                             FINANCIAL STATEMENTS

                                JUNE 30, 2000

                                 AS RESTATED

<PAGE> 2
                              TABLE OF CONTENTS


                                                                        Page
                                                                      Number

INDEPENDENT ACCOUNTANT'S REPORT .........................................F1

FINANCIAL STATEMENT

    Balance Sheets ......................................................F2

    Statements of Operations and Deficit
    Accumulated During the Development Stage.............................F3

    Statement of Changes in Stockholders' Equity ........................F4

    Statements of Cash Flows.............................................F5

    Notes to the Financial Statements....................................F6-7

<PAGE> 3



                          ACCESS NETWORK CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEETS

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

  Cash                                            $     23,854  $     33,164
  Accounts receivable                                      215         1,284
  Inventory                                              5,466         5,466
  Prepaid expenses                                         409           899
  Deposits                                                 109           109
                                                  ------------- -------------

     Total Current Assets                               30,053        40,922
                                                  ------------- -------------

                                                  $     30,053  $     40,922
                                                  ============= =============

LIABILITIES & STOCKHOLDERS' EQUITY

  Accounts payable                                $          -  $      3,132
                                                  ------------- -------------
     Total current liabilities                               -         3,132

Stockholders' Equity
  Common stock, $0.001 par value; authorized
    25,000,000 shares, issued and outstanding
    601,200 shares on June 30, 2000 and
    401,200 on December 31, 1999                           601           401
  Additional paid-in capital                            56,635        46,835
  Accumulated deficit                                  (27,183)       (9,446)
                                                  ------------- -------------

     Total Stockholders' Equity                         30,053        37,790
                                                  ------------- -------------

     Total Liabilities and Stockholders' Equity   $     30,053  $     40,922
                                                  ============= =============



See accompanying notes to financial statements


                                   - F2  -

<PAGE> 4

                          ACCESS NETWORK CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                          STATEMENTS OF OPERATIONS
                            (UNAUDITED - RESTATED)

<TABLE>
<CAPTION>


                                                                                   (September 8,
                         Six months     Six months     Three months  Three months  1998) Inception
                         ended          ended          ended         ended         to June 30,
                         June 30, 2000  June 30, 1999  June 30, 2000 June 30, 1999 2000
                         -------------- -------------- ------------- ------------- --------------
<S>                      <C>            <C>            <C>           <C>           <C>
Sales                    $           -  $           -  $          -  $          -  $      20,445
Cost of sales                        -              -             -             -         17,823
                         -------------- -------------- ------------- ------------- --------------
     Gross margin                    -              -             -             -          2,622

Expenses
  Advertising                        -              -             -             -            351
  Amortization                       -              -             -             -            185
  Consulting                     3,000          3,000         1,500         1,500          9,320
  General & administrative         558            103           305           103          2,590
  Officer/director bonus        10,000              -        10,000             -         10,000
  Professional fees              4,179              -         1,727             -          7,579
                         -------------- -------------- ------------- ------------- --------------

      Total expenses            17,737          3,103        13,532         1,603         30,025
                         -------------- -------------- ------------- ------------- --------------
      Net loss before
       taxes                   (17,737)        (3,103)      (13,532)       (1,603)       (27,403)

      Taxes                         -             220             -           220            220
                         -------------- -------------- ------------- ------------- ---------------

Net Loss                 $     (17,737) $      (2,883) $    (13,532) $     (1,383) $     (27,183)
                         ============== ============== ============= ============= ===============
Net Loss per Common Share
 (basic and dilutive)    $      (0.041) $      (0.014) $     (0.031) $     (0.007)
                         ============== ============== ============= =============
Weighted average shares
outstanding                    434,349        200,066       434,349       200,066
                         ============== ============== ============= =============


See accompanying notes to financial statements.


                                    - F3 -
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>

                           ACCESS NETWORK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY
            FROM INCEPTION (SEPTEMBER 8, 1998) THROUGH JUNE 30, 2000



                                          Common Stock            Paid-in     Accumulated   Total
                                       Shares        Amount       Capital     Deficit       Equity
                                     ------------- ------------- ------------ ------------- -------------
<S>                                  <C>           <C>           <C>          <C>           <C>
Balance, September 8, 1998                      -  $          -  $         -  $          -  $          -

Issuance of common stock for cash at
 $0.05 per share November 19, 1998        200,000           200        9,800             -        10,000

Net income from inception (Sept. 8,
 1998) thru December 31, 1998                   -             -            -         1,042         1,042
                                     ------------- ------------- ------------ ------------- -------------

Balance, December 31, 1998                200,000           200        9,800         1,042        11,042

Common stock sold in offering at
 $0.25 per share June 11, 1999,
 net of offering costs of $13,064         201,200           201       37,035             -        37,236

Net loss for year ended
 December 31, 1999                              -            -            -        (10,488)      (10,488)
                                     ------------- ------------- ------------ ------------- -------------

Balance, December 31, 1999                401,200           401       46,835        (9,446)       37,790

Issuance of stock as bonus valued at
 $0.05 per share to two officers/
 directors on June 1, 2000                200,000           200        9,800             -        10,000
 (restated - unaudited)

Net loss for six months ended June
 30, 2000 (restated -unaudited)                -             -            -       (17,737)      (17,737)
                                     ------------- ------------- ------------ ------------- -------------
Balance, June 30, 2000 (restated-
  unaudited)                              601,200  $        601  $    56,635  $    (27,183) $     30,053
                                     ============= ============= ============ ============= =============



See accompanying notes to financial statements.


                                      -F4 -

</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>

                           ACCESS NETWORK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                             (UNAUDITED - RESTATED)



                                                       For the six   For the six   (September 8, 1998)
                                                       months ended  months ended  Inception to
                                                       June 30, 2000 June 30, 1999 June 30, 2000
                                                       ------------- ------------- --------------
<S>                                                    <C>           <C>           <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

  Net loss                                             $    (17,937) $     (2,883) $     (27,183)

  Adjustments to reconcile net loss to cash flows
   used in operations:
     Common stock issued as bonus                            10,000             -         10,000

  Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                 1,069           867           (215)
   (Increase) decrease in prepaid expenses                      490         3,000           (409)
   (Increase) decrease in inventory                               -             -         (5,466)
   Increase (decrease) in deposits                                -          (109)          (109)
   Increase (decrease) in accounts payable                   (3,132)         (720)             -
                                                       ------------- ------------- --------------

     NET CASH PROVIDED IN OPERATING ACTIVITIES               (9,310)          155        (23,382)


CASH FLOWS FROM FINANCING ACTIVITIES
   Sale of common stock                                           -        37,236         47,236
                                                       ------------- ------------- --------------

     NET CASH PROVIDED BY FINANCING ACTIVITIES                    -        37,236         47,236
                                                       ------------- ------------- --------------

NET INCREASE (DECREASE) IN CASH                              (9,310)       37,391         23,854

CASH AT BEGINNING OF PERIOD                                  33,164         7,474              -
                                                       ------------- ------------- --------------

CASH AT END OF PERIOD                                  $     23,854  $     44,865  $      23,854
                                                       ============= ============= ==============





See accompanying notes to the financial statements.


                                     - F5 -
</TABLE>
<PAGE> 7


ACCESS NETWORK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000, AND JUNE 30, 1999

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was incorporated on September 8, 1998, under
the laws of the State of Nevada.  The business purpose of
the Company is to distribute, on a wholesale basis, specialty
packaging for small businesses nation wide.

The Company will adopt accounting policies and procedures
based upon the nature of future transactions.

NOTE B - INVENTORY

Inventory is stated at the lower of cost or market determined
on a first-in, first-out basis.

NOTE C - OFFERING COSTS

Offering costs are reported as a reduction in the amount of
paid-in capital received for sale of the shares.

NOTE D - EARNINGS (LOSS) PER SHARE

Basic EPS is determined using net income divided by the
weighted average shares outstanding during the period.
Diluted EPS is computed by dividing net income by the
weighted average shares outstanding, assuming all dilutive
potential common shares were issued.  Since the Company
has no common shares that are potentially issuable, such as
stock options, convertible securities or warrants, basic and
diluted EPS  are the same.

NOTE E - PUBLIC STOCK OFFERING

In June of 1999, the Company sold 201,200 shares of its
common stock at $.25 per share for a total of $50,300.
The net proceeds were to be used to distribute, on a wholesale
basis, specialty packaging for small businesses nation wide.

NOTE F - RELATED PARTY TRANSACTIONS

The Company has entered into an agreement with a company,

                              - F6-

<PAGE> 8



ACCESS NETWORK CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000 AND JUNE 30, 1999
(continued)

NOTE F - RELATED PARTY TRANSACTIONS  (continued)

in which one of its shareholders has a controlling interest,
for the processing of credit card sales of its products.  Under
terms of the agreement, the Company will pay 2.5% of all
of the sales processed  by the Company using credit cards
as a method of payment.  The credit card processing fees are
deducted as processed to arrive at net sales.  The agreement
was effective December 1, 1998.

On June 1, 2000, the Company issued 200,000 shares of its
common stock to two of its officers for their dedication and
efforts to make the Company a success.  The stock was
valued at the par value of $.05 per share for a total of $10,000.

NOTE G - STOCK BONUS

On June 1, 2000, the Company issued 200,000 shares of its
common stock to two of its officers for their dedication and
efforts to make the Company a success.  The stock was
valued at $.05 per share for a total of $10,000

The policy of the Company is that, when stock is issued as a
bonus, the assigned value is expensed in the Statement of
Operations.

NOTE H - RESTATEMENT

The Company restated the 2nd quarter of 2000 and six months
operations to reflect the increased compensation value
assigned to the stock bonus issued to two officers/directors;
the assigned value increased from par value $0.001 to five
cents ($0.05) per share.  Certain financial statement formatting
has been adjusted to the Company's current presentation.

                                F7

<PAGE> 9

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

      The following discussion provides information which Management believes
is relevant to an assessment and understanding of the Company's plan of
operation.  This discussion should be read in conjunction with the Company's
financial statements and notes.

Forward Looking Statements
--------------------------

      This Form 10-QSB includes, without limitation, certain statements
containing the words "believes", "anticipates", "estimates", and words of a
similar nature, which constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. This Act
provides a "safe harbor" for forward-looking statements to encourage companies
to provide prospective information about themselves so long as they identify
these statements as forward looking and provide meaningful, cautionary
statements identifying important factors that could cause actual results to
differ from the projected results. All statements other than statements of
historical fact made in this Form 10-QSB are forward-looking. In particular,
the statements herein regarding the future purchase of equipment, hiring
additional personnel, potential contracts with third parties, future cash
requirements, and future profitability are forward-looking statements.
Forward-looking statements reflect management's current expectations and are
inherently uncertain. The Company's actual results may differ significantly
from management's expectations.

General
--------

      The Company currently operates at 2995 El Camino Road, Las Vegas, Nevada
89146. The Company's principal business is providing speciality gift packaging
to small businesses, especially independent sale personnel of direct marketing
entities. The Company's fiscal year end is December 31 of each year.

Results of Operations
---------------------

       Revenues and Costs of Revenues

       The Company achieves revenues from sale of its gift boxes. Cost of
revenues include inventory costs, inventory storage and shipping expenses.
Total revenues for the the three months ended June 30, 2000 were -0-. The
Company attributes this to the fact that (1) its gift box sales are not what
the Company had hoped they would be after almost two years of operations, and
(2) the majority of the Company's sales typically take place before Christmas
during the Company's fourth quarter. The Company had no costs associated with
sales in its first quarter of 2000. The Company's total revenues since
inception are $20,445 with total costs of sales equaling $17,823.  Average net
profits since inception are 12%. The Company's costs of sales include mostly
the purchase of inventory of its Gable Boxes.

       Assets

       The Company's assets consist mainly of approximately $23,854 cash on
hand, inventory valued at $5,466, and accounts receivable of $215. The Company
has also prepaid approximately $400 in expenses.  In the Company's first
quarter of 2000, the Company's inventory on hand increased from approximately
1,000 Gable Boxes to approximately 25,000 Gable Boxes; such inventory has
remained the same in the second quarter.

<PAGE> 10

      General and Administrative Expenses

      General and Administrative expenses consist of advertising, consulting
fees, licenses and other fees, office expenses, professional fees, rent and
travel.

      Comparative Periods - Second quarters June 30, 2000 and 1999

      The Company total assets decreased approximately $15,000 from $45,395 in
the second quarter 1999 to $30,053 in the second quarter 2000.  Cash at June
30, 2000 was $23,854 as compared to $ 44,865 as of June 30, 1999. The change
was primarily due to the close of the Company's offering on April 6, 1999 with
201,200 shares sold, for gross proceeds of $50,300. The Company at June 30,
1999 had not yet expended a large portion of these offering proceeds. The
decrease in cash was partially due to an inventory purchase which reflects as
an increase from $201 in June 1999 to $5,466 in June 2000.

      Net losses for the six months ended June 30, 2000 were $ 17,737 as
opposed to a loss of $ 2,883 in the first six months of 1999.  The increase in
the Company's net losses during the first half of 2000 is mainly due to both
an increase in general and administrative expenses reflected in professional
fees, the rent of storage space, and a stock bonus to two officers expensed on
the Company's books at   $10,000.  There are no comparable expenses in the
first half of 1999.

Liquidity and Capital Resources
--------------------------------

       Cash Flows from Operations

       The Company received payments on accounts receivable of over $1,000
during the first six months of 2000, although this occurred in the first
quarter. Accounts receivable are a result of sales during the last 1999
quarter.  It also reduced its accounts payable from $3,132 at December 31,
1999 to $0 at the end of its second quarter, with a $1,500 reduction during
the first three months and the balance during the quarter ended June 30, 2000.
The Company continues to fund its losses through the cash on hand raised in
its offering of common stock conducted during early 1999.   The Company's goal
in 2000 is to research the manufactures of Gable Boxes in an effort to achieve
the same net profit margin as in 1998 (24%) as well as increase its volume of
sales.   If it is able to achieve and increase of sales at 24% profit margin,
its cash flows from operations will be sufficient to funds its business
operations so long as the Company did not significantly expand its operations.

       The Company does not necessarily believe that revenues received during
1999 are indicative of its results of operations in the fiscal year of 2000,
nor does it believe that its first half year results are necessarily
indicative of what the Company can expect in sales during the 2000 fiscal
year. The Company expects that the majority of its revenues, if any, will be
generated through Christmas sales.

       Financing Activities

       The Company has funded its operations mostly through its contributions
by officers and directors through September of 1998, and through an offering
of its common stock which closed in April of 1999.  The Company has 601,200
shares outstanding, the 201,200 of which were issued in that offering for
gross proceeds of $50,300; 200,000 were issued for cash contributions to
founders.  The balance was issued during the Company's last fiscal quarter as
discussed under Part II, Item 2. "Changes in Securities," below.

       Cash Requirements over the Next Twelve Months

       During the next twelve months, its cash requirements will include the


<PAGE> 11

following: (1) $500 per month to its consultant, Progressive Management.
Progressive Management takes care of the Company's bookkeeping, audit
reparation and SEC filings and is controlled by the husband of Marci Evans,
Mr. Dennis Evans.;(2) Lease payments on a 10x15 feet storage unit from West
Sahara Mini Storage at 6318 W. Sahara Ave., Las Vegas, NV 89146; the lease is
prepaid to October of 2000 and is $96.00 per month;(4) expenses associated
with SEC reporting compliance of approximately $850 per month with the highest
estimated such expenses occurring during the Company's first quarter when its
annual report is due.  Marci Evans has agreed to continue to forego her salary
of $1,000 and the Company does not intend to rent office space but will
continue to use the home of Marci Evans at no charge.  The Company, therefore,
will require a minimum of $17,500 for the next 12 month for compensation for
services and lease payments.  The Company believes that its cash on hand of
approximately $23,800  will be sufficient to provide for the foregoing cash
requirements in the next twelve months, including some extra expenses
associated with setting up a web site, advertising, purchasing some additional
inventory if warranted as well as other miscellaneous expenses.

      There is no guarantee, however, that the funds available to the Company
will be sufficient to achieve the Company's goal of penetrating the highly
competitive market of specialty packaging. The Company will use every effort
to minimize its expenses during its next year of operations.  It has no plans
for additional employees until or unless warranted due to business needs and
it will likely not rent office space. The Company will utilize the services of
Susan Stankiewicz, if needed, when and if business is such that it requires
additional employees especially to take and process orders.

      The Company attributes all of its sales to personal business contacts of
management and believes the sales season during 2000 will also follow the same
trend.  Management increased the Company's client base to over 100 from
referrals from 1998 years sales season to 1999.  The Company hopes to rely on
that new customer base during 2000, although it is likely the Company will see
any significant sales activity until the Christmas season. The Company does
not plan to use any advertisement a this point. The Company will continue to
pursue its current market aggressively in the year 2000 holiday season.
Although the profit margin on sales to date has been minimal, revenues were
sufficient to cover costs; the Company intends to purchase products at a
better price if possible this year to keep competitive with its competitors.

      Need for Additional Financing

      If the Company does experience an increase in volume of sales as well as
an improved profit margin in the next twelve months, it may be forced to
discontinue operations unless it is able to raise sufficient capital to
continue pursuing its business plan. Management is not experienced in
developmental companies and may not have estimated its needs for advertising
and associated expenses in acquiring a client base accurately.  The Company
may require additional funds and time to achieve these goals.     Even if the
Company begins generating revenues, it could require additional funding for
expansion.  It may be difficult for the Company to succeed in securing
additional financing. The Company may be able to attract some private
investors, or officers and directors may be willing to make additional cash
contributions, advancements or loans.  Or, in the alternative, the Company
could attempt some form of debt or equity financing.  However, there is no
guarantee that any of the foregoing methods of financing would be successful.
If the Company fails to achieve at least a portion of its business goals in
the next twelve months with the funds available to it, there is substantial
uncertainty as to whether it will continue operations.

      Ms Evans intends to aggressively pursue a customer base of independent

<PAGE> 12

sales directors for Mary Kay Inc. and other direct marketing companies over
the next 12 months.

Year 2000 Issues
----------------

     Management has not encountered any problems with the Company's accounting
and operational systems.  Management believes the operating systems in which
the company utilizes be to compliant and fully operational.

     The Company is not dependent on computers other than for its internal
bookkeeping which is done on a Microsoft office 2000 system. The Company has
no relationship with any third parties which are dependent on computers other
than its bank.

Risks, Trends, Uncertainties
----------------------------

       Lack of Operating History -The Company was only recently organized in
September of 1998,  and has conducted minimal operations since to date.
The Company has limited assets of approximately $30,000. The Company conducted
operations during the last quarter of 1998 to test its ability to market
specialty packaging and met with some limited success with gross revenues for
that quarter of approximately $8,600 and net revenues of $2,100.  In 1999, The
Company realized $11,854 as compared to $8,951 in 1998, respectively, in gross
sales from its Gable Boxes and related products. The Company had no revenues
in the first six months of 2000, however.  Because of its limited capital and
its lack of significant operating history, the Company must be considered a
development stage company. Development stage companies are inherently more
risky than established companies because there is no earnings history and no
assurance that future revenues will develop.

      Competition -The Company plans to develop a niche in a market, that is
the specialty packaging business, which is highly competitive with respect to
name recognition, volume discounts, and quality of experienced service.  There
are many well established competitors possessing substantially greater
financial, marketing, personnel and other resources than the Company.  The
Company can expect to face significant competition from a broad range of
companies involved in the wholesale distribution and sales of specialty
packaging. Many of these competitors are innovators in the area of single-ply
paperboard folding cartons in the packing industry and represent years of
research in products and services.  The Company, therefore, expects intense
competition from such companies involved in the paper goods markets which have
already achieved success in the industry and also have the resources,
technology and marketing know-how to readily address changes in the industry.

       No Formal Market Feasibility Study - The Company has not conducted a
formal market feasibility study or analysis to see if the product/services the
Company proposes to offer will be widely accepted locally or nationally.  This
lack of market analysis poses an additional risk to the Company. The Company
has based its decision to continue forward in the specialty packaging business
based its operations in the fourth quarter of 1998 and fiscal year 1999,  as
well as its first quarter of 2000 which was comprised of very limited product
line marketed to a limited number of small business users.  The Company does
not consider its limited success during last year's fourth quarter to be
indicative of what it can expect in the future, nor of the feasibility of the
Company to be able to succeed with its business purposes.

       Lack of Market Definition and Plan - Defining and measuring the
wholesale distribution of specialty packaging market has been difficult.
Wholesale trade is immense and almost all products sold to retail, commercial,

<PAGE> 13

institutional and industry markets move through wholesale trade.  The industry
has evolved into six distinct areas, one of which is wholesale paper goods and
services.  The Company believes there is a specialty niche within the paper
goods market: specialty packaging.  Although the Company has established that
a market for its goods and services exists, it has had no experience in
wholesale marketing nor in packaging and may have a difficult time defining
its market and narrowing the scope of its focus in order to best penetrate a
highly competitive industry with the limited funds available to it. The
Company must be able to identity and recognize industry trends, which change
frequently,  and be flexible enough to address changes to meet customers'
needs.  Although Management has formulated certain approaches it has used on a
limited basis and intends to continue to use regarding product line and
initial marketing approach, the Company has no definitive overall marketing
approach which will evolve as the Company conducts operations.

       Conflicts of Interest and Potential Conflicts of Interest - All of the
Company's officers/directors are involved with other business and/or interests
which will take a portion of their time.  Although these individuals are
willing to work full-time for the Company, they may not be able to devote 100%
of their time to the Company. Marci Evans, the Company's President, Secretary,
and a Director, is an independent Senior Sales Director for Mary Kay Cosmetics
and such position will require a portion of her time and efforts; Susan
Stankiewicz currently serves as Vice-President and a Director of another
corporation, which will require a portion of her time; and, Michael
Stankiewicz intends to attend school at the University of Nevada at least
part-time. Each of the directors, therefore, has other interests which will
demand a certain amount of their time, which, in some instances, could be
substantial. There is no assurance, therefore, if a conflict of interest
arose, that it would be resolved in favor of the Company. In addition, members
of Management may become involved in other business entities which have the
same or similar activities as the Company and unforseen conflicts of interest
could develop.

       Inexperience of Management - Although Ms. Evans and Ms. Stankiewicz
have a varied background and business experience between them, and both have
served in various capacities with other start-up companies in the past,
neither have had experience in running a company in the start-up and
development stage, nor has either of these individuals had any experience in
the marketing, on a wholesale basis,  of specialty packaging.

       Dependence on Management/Key Personnel -The Company is extremely
dependent on Management.  The loss of any of its officers could have a
material adverse effect on the Company's business.  Because of the Company's
limited resources, no key person insurance has been, or will be purchased on
any of its officers.  In addition, the future success of the Company is
dependent on the performance of Management, especially Marci Evans, and her
ability to attract and motivate and retain highly qualified employees, when
and if the Company has sufficient funds to do so. In the meantime, the
Company's business plan is based almost entirely on Marci Evans' analysis of
market trends, her product choices in response to such marketing analysis, her
ability to attract and maintain a steady customer base, and her ability to
market the product line to such clientele. The Company, as of this date cannot
afford to hire additional personnel to perform marketing services and all will
be performed by Management, mostly Ms. Evans. The Company is highly dependent,
therefore, on Ms. Evans ability to market its products.  Because substantially
all of the Company's current customers are a result of Ms. Evans business and
personal contacts in the Mary Kay network, the loss of Marci Evans' services
would have a material adverse effect on the Company.  In addition, in the
start-up phase, Management will continue to provide the Company, without
charge, the usage of a personal computer, copier, miscellaneous office
equipment, and a vehicle.

      Dependence on Suppliers - Management believes that in order to compete
in the

<PAGE> 14

wholesale marketing and distribution of specialty packaging, it must offer
products which are readily available, high in quality and competitively
priced.  The Company has begun establishing relationships with a number of
manufacturer/suppliers which it believes can meet the foregoing criteria.  It
has not entered into nor plans to enter into any long term purchase contracts
with any of these manufacturer/
suppliers.  In 1999, the Company purchased products from the following, Floral
Supply Syndicate, Gift Box Corporation and Costco Wholesalers. The Company
must be able to purchase from its suppliers at a price which will allow it to
be competitive in the market place or find others.  In 1999, a buyout of its
existing supplier, cut Company's profit margin when the new owner did not
offer the same volume discounts as it's predecessor.

      Seasonality of Specialty Packaging - Distribution of specialty packaging
is extremely seasonable especially in the target market niche the Company is
soliciting.  In general, traditional holidays spur seasonal consumer buying.
The fourth calendar quarter is typically the highest sales volume quarter for
sales in the industry as a whole. The Company will have a more difficult type
forecasting purchasing and sales patterns,  and, as a result, it may be very
difficult for the Company to survive the seasonableness of the industry.

     ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REFLECT
MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS
AND UNCERTAINTIES.  ACTUAL RESULTS MAY VARY MATERIALLY.

                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          None

ITEM 2.   Changes in Securities

          During the Company's second fiscal quarter, it issued an aggregate
of 200,000 unregistered common shares to two of its officers: 150,000 shares
to Marci Evans and 50,000 shares to Michael Stankiewicz.  The shares were
issued as a bonus to the two officers/directors for their efforts and
dedication to the Company.  Marci Evans has foregone her $1,000 per month
salary since inception due to the Company's lack of revenues and will continue
to do so although she will continue to provide executive services to the
Company as well as provide potential contacts and sales efforts. The shares
were issued pursuant to the exemption provided under Section 4(2) as "an
isolated transaction, not involving a public offering" and were issued at a
deemed value of $0.05 per share.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.

ITEM 5.   OTHER INFORMATION.

          None.

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

<PAGE> 15


   (a) Exhibits filed with this Report

       None

   (b) Reports on Form 8-K

       No reports on 8-K were filed during the quarter reported on.

<PAGE> 16

                            SIGNATURES

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

                                              ACCESS NETWORK CORPORATION
                                              (Registrant)

Date: August 4,  2001                    By:    /s/ Marci Evans
                                              ------------------------
                                                  Marci Evans, President
                                                  and Director