Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


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

For the quarterly period ended December 31, 1999

                                       OR

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

For the transition period from ________________to _________________

For Quarter Ended December 31, 1999


                              TRANSNET CORPORATION
             (Exact name of registrant as specified in its charter)

    DELAWARE                                       22-1892295
(State or other jurisdiction of           (IRS Employer Identification Number)
incorporation or organization)

45 Columbia Road, Somerville, New Jersey            08876-3576
(Address of principal executive offices)           (Zip Code)

Registrant's Telephone Number, Including Area Code:908-253-0500

----------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last Report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

    Yes    X      No ______

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of February 2, 2000: 4,884,304.




<PAGE>





                              TRANSNET CORPORATION
                                    FORM 10-Q

                                TABLE OF CONTENTS


                                                                     Page No.


PART I.  FINANCIAL INFORMATION

   Consolidated Balance Sheets
      December 31, 1999 and June 30, 1999                               1

   Consolidated Statements of Operations
      Three Months Ended December 31, 1999 and 1998                     2
      Six Months Ended December 31, 1999 and 1998                       3

   Consolidated Statements of Cash Flows
      Six Months Ended December 31, 1999 and 1998                       4

   Notes to Consolidated Financial Statements                           5

   Management's Discussion and Analysis                                 6 - 8

PART II.  OTHER INFORMATION                                             9






























                                       i.


<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
------------------------------------------------------------------------------


CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------



                                                       December 31,  June 30,
                                                          1 9 9 9     1 9 9 9
                                                        [Unaudited]
Assets:
Current Assets:
  Cash and Cash Equivalents                             $6,127,446  $7,617,241
  Accounts Receivable - Net                              8,455,365   6,736,351
  Inventories                                              666,277     886,936
  Other Current Assets                                      81,754      56,030
  Deferred Tax Asset                                       249,000     249,000
                                                        ----------  ----------

  Total Current Assets                                  15,579,842  15,545,558

Property and Equipment - Net                               611,480     745,703

Mortgage Receivable - Related Party                        250,000     250,000

Other Assets                                               471,675     577,619
                                                        ----------  ----------

  Total Assets                                          $16,912,997 $17,118,880
                                                        =========== ===========

Liabilities and Stockholders' Equity:
Current Liabilities:
  Accounts Payable                                      $1,327,422  $1,160,978
  Accrued Expenses                                         287,965     374,064
  Accrued Payroll                                          218,581     258,858
  Floor Plan Payable                                     1,940,167   1,200,441
  Deferred Income                                           40,579          --
  Income Taxes Payable                                      78,947     664,167
  Other Current Liabilities                                     --          --
                                                        ----------  ----------

  Total Current Liabilities                              3,893,661   3,658,508
                                                        ----------  ----------

Deferred Tax Liability                                      11,100      11,100
                                                        ----------  ----------

Stockholders' Equity:
  Capital Stock - Common, $.01 Par Value, Authorized
   15,000,000 Shares; Issued 7,469,524 Shares
   [of which 2,585,220 are in Treasury]                     74,695      74,695

  Paid-in Capital                                       10,686,745  10,686,745

  Retained Earnings                                      9,399,692   9,252,475
                                                        ----------  ----------

  Totals                                                20,161,132  20,013,915
  Less:  Treasury Stock - At Cost                       (7,152,896) (6,564,643)
                                                        ----------  ----------

  Total Stockholders' Equity                            13,008,236  13,449,272
                                                        ----------  ----------

  Total Liabilities and Stockholders' Equity            $16,912,997 $17,118,880
                                                        =========== ===========

See Notes to Consolidated Financial Statements.



                                        1

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
------------------------------------------------------------------------------


                                                            Three months ended
                                                               December 31,
                                                           1 9 9 9      1 9 9 8
                                                           -------      -------
Revenue:
  Sales                                                  $7,314,470  $7,190,001
  Service                                                 3,169,062   3,785,139
                                                         ----------  ----------

                                                         10,483,532  10,975,140

Cost of Revenue:
  Sales                                                   6,771,315   6,532,556
  Service                                                 2,580,261   2,268,860
                                                         ----------  ----------

                                                          9,351,576   8,801,416

  Gross Profit                                            1,131,956   2,173,724
                                                         ----------  ----------

Expenses:
  Selling, General and Administrative Expenses            1,469,160   1,784,809
  Bad Debt Expense                                           15,000       7,500
                                                         ----------  ----------

                                                          1,484,160   1,792,309

  Operating Income                                         (352,204)    381,415
                                                         ----------  ----------

Other Income [Expense]:
  Interest Income                                            74,405      64,142
  Interest Income - Related Party                             5,672       8,872
  Interest Expense                                               --          --
                                                         ----------  ----------

  Total Other Income - Net                                   80,077      73,014
                                                         ----------  ----------

  [Loss] Income Before Provision for Income Taxes          (272,127)    454,429

Provision (Benefit) for Income Taxes                        (88,192)    153,000
                                                         ----------  ----------

  Net [Loss] Income                                      $ (183,935) $  301,429
                                                         ==========  ==========

  Basic Net [Loss] Income Per Common Share               $    (0.04) $     0.06
                                                         ==========  ==========

  Diluted Net [Loss] Income Per Common Share             $    (0.04) $     0.06
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Basic        4,900,864   5,216,804
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Diluted      4,900,864   5,216,804
                                                         ==========  ==========


See Notes to Consolidated Financial Statements.



                                        2

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
------------------------------------------------------------------------------


                                                             Six months ended
                                                               December 31,
                                                           1 9 9 9      1 9 9 8
                                                           -------      -------
Revenue:
  Sales                                                 $14,740,162 $15,838,053
  Service                                                 6,998,230   8,056,524
                                                         ----------  ----------

                                                         21,738,392  23,894,577

Cost of Revenue:
  Sales                                                  13,532,531  14,810,760
  Service                                                 5,211,003   4,738,513
                                                         ----------  ----------

                                                         18,743,534  19,549,273

  Gross Profit                                            2,994,858   4,345,304
                                                         ----------  ----------

Expenses:
  Selling, General and Administrative Expenses            2,909,181   3,596,546
  Bad Debt Expense                                           30,000      15,000
                                                         ----------  ----------

                                                          2,939,181   3,611,546

  Operating Income                                           55,677     733,758
                                                         ----------  ----------

Other Income [Expense]:
  Interest Income                                           162,916     141,613
  Interest Income - Related Party                            11,344      17,744
  Interest Expense                                               --          --
                                                         ----------  ----------

  Total Other Income - Net                                  174,260     159,357
                                                         ----------  ----------

  Income Before Provision for Income Taxes                  229,937     893,115

Provision for Income Taxes                                   82,720     292,998
                                                         ----------  ----------

  Net Income                                             $  147,217  $  600,117
                                                         ==========  ==========

  Basic Net Income Per Common Share                      $     0.03  $     0.12
                                                         ==========  ==========

  Diluted Net Income Per Common Share                    $     0.03  $     0.12
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Basic        4,900,864   5,216,804
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Diluted      4,900,864   5,216,804
                                                         ==========  ==========


See Notes to Consolidated Financial Statements.


                                        3

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
------------------------------------------------------------------------------



                                                             Six months ended
                                                               December 31,
                                                           1 9 9 9      1 9 9 8
                                                           -------      -------

Operating Activities:
  Net Income                                             $  147,217  $  600,117
                                                         ----------  ----------
  Adjustments to Reconcile Net Income to Net Cash:
   Depreciation and Amortization                            240,167     148,407
   [Gain] Loss on Sale                                           --       2,921
   Provision for Doubtful Accounts                           30,000      15,000

Changes in Assets and Liabilities:
  [Increase] Decrease in:
   Accounts Receivable                                   (1,749,014)   (955,809)
   Inventory                                                220,659     362,089
   Other Current Assets                                     (25,724)      2,698
   Other Assets                                                  --      (2,167)
   Mortgage Receivable - Related Party                           --      24,423

  Increase [Decrease] in:
   Accounts Payable and Accrued Expenses                     40,068     553,601
   Deferred Income                                           40,579     (45,649)
   Other Current Liabilities                                     --    (106,519)
   Income Taxes Payable                                    (585,220)    238,715
                                                         ----------  ----------

  Total Adjustments                                      (1,788,485)    237,710
                                                         ----------  ----------

  Net Cash - Operating Activities                        (1,641,268)    837,827

Investing Activities:
  Treasury Stock Purchases                                 (588,253)   (106,769)

Financing Activities:
  Floor Plan Payable                                        739,726     (55,806)
                                                         ----------  ----------

  Net [Decrease] Increase in Cash and Cash Equivalents   (1,489,795)    675,252

Cash and Cash Equivalents - Beginning of Periods          7,617,241   5,378,846
                                                         ----------  ----------

  Cash and Cash Equivalents - End of Periods             $6,127,446  $6,054,098
                                                         ==========  ==========




See Notes to Consolidated Financial Statements.



                                        4

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
------------------------------------------------------------------------------




[1] Summary of Significant Accounting Policies

[A] Consolidation - The consolidated  financial  statements include the accounts
of  the  Corporation  and  its   wholly-owned   subsidiary,   Century   American
Corporation.  Intercompany  transactions  and accounts  have been  eliminated in
consolidation.

[B]  Inventory  -  Inventory  consists  of  finished  goods.  The  Corporation's
inventory is valued at the lower of cost  [determined on the average cost basis]
or market.

[C] Cash and Cash Equivalents - For the purposes of the statement of cash flows,
the  Corporation  considers  highly liquid debt  instruments,  purchased  with a
maturity of three months or less, to be cash equivalents.

[D]  Earnings  Per Share - Basic  earnings  per  share is based on the  weighted
average  number of common shares  outstanding  without  consideration  of common
stock  equivalents.  Diluted earnings per share is based on the weighted average
number of common and common equivalent shares outstanding.  Diluted earnings per
share takes into  account  the shares that may be issued upon  exercise of stock
options,  reduced by the shares that may be  purchased  with the funds  received
from the  exercise,  based on the average  price during the year.  Prior periods
earnings per share data have been recalculated and no adjustment was necessary.

[2] Income Taxes

The Corporation has a deferred tax asset of $249,000and a deferred tax liability
of  $11,100  based  upon  temporary  timing  differences   including   inventory
capitalization,  allowance  for  doubtful  accounts,  vacation  pay accruals and
depreciation.

[3] Reclassification

Certain items from the prior year's financial  statements have been reclassified
to conform to the current year's presentation.

In the opinion of management,  the accompanying unaudited consolidated financial
statements   contain  all  adjustments   consisting  only  of  normal  recurring
adjustments  necessary to present fairly the financial position,  the results of
operations and cash flows for the periods presented.

These  statements  should be read in conjunction with the summary of significant
accounting  policies and notes contained in the  Corporation's  annual report on
Form 10-K for the year ended June 30, 1999.



                      .   .   .   .   .   .   .   .   .   .

                                        5

<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
------------------------------------------------------------------------------



Results of Operations

Revenues  for the three  months  ended  December  31, 1999 were  $10,483,532  as
compared  with  $10,975,140  for the quarter  ended  December 31, 1998.  For the
quarter ended December 31, 1999 the Corporation  reported a net loss of $183,935
as  compared  with net income of $301,429  for the  similar  period in the prior
fiscal  year.  For the  six  months  ended  December  31,  1999,  revenues  were
$21,738,392,  as compared to $23,894,577  reported for the similar period in the
prior fiscal year, with net income of $147,217 for the period ended December 31,
1999,  compared  with net income of  $600,117  for the same  period in the prior
fiscal year. The decrease in revenues for the quarter and six-month period ended
December 31, 1999, was primarily  attributable  to deferrals by major clients of
initiating  technical  service projects due to their concerns with potential Y2K
problems.  Management  believes  that this type of deferral was  widespread  and
affected the industry as a whole.

The net loss for the quarter and the  decrease  in  earnings  for the  six-month
period ended  December 31, 1999,  were the result of the  deferrals of technical
service,  technical support and training services,  combined with the associated
under-utilization of technical personnel.  Results were also negatively impacted
by the increased cost of services, including increased labor costs and increased
costs of parts.  Service and training  related revenues are significant in their
contributions  to earnings because these operations yield a higher profit margin
than equipment sales. For the six-month period ended December 31, 1999, revenues
from the provision of service, support, outsourcing and network integration were
largely the result of the  Corporation  renewing  and/or  entering  into service
contracts with a number of large corporate clients.  Most of these contracts are
short-term,  usually twelve months or less, and contain  provisions which permit
early termination. Although the contracts generally contain renewal terms, there
is no assurance that such renewals will occur.

Although  service revenues  decreased for the quarter,  hardware sales increased
slightly due to increased order volume.  For the six-month period ended December
31, 1999,  hardware sales  decreased as compared to the same period in the prior
year.  In addition to the  Corporation's  shift in focus to technical  services,
this decrease is attributable  in part to the  Corporation's  implementation  of
its' agency model. Under this program,  computer  manufacturers ship products to
and bill the Corporation's  clients  directly,  and pay the Corporation a fee of
approximately  5% of the  aggregate  amount  billed.  Management  continues  its
concentration  on sales of network and system  integration  products which yield
higher profit margins,  and continues  adherence to and  implementation  of cost
control measures

The  computer  industry  continually  faces a trend  of  decreasing  prices  for
computers  and  related  equipment.  Management  believes  that this  trend will
continue.  Industrywide,  the  result of price  erosion  has been  lower  profit
margins on hardware sales,  which require businesses to sell a greater volume of
equipment to maintain past earning levels. Another result of the price decreases
has  been   intensified   competition   within  the   industry,   including  the
consolidation  of businesses  through merger or acquisition  and the entrance of
manufacturers  into technical services  business.  Management  believes that the
adoption of policies  by many  larger  corporate  clients to limit the number of
vendors  permitted to provide goods and services for  specified  periods of time
has further increased price competition.

To meet these competitive  challenges and to maximize the  Corporation's  profit
margin,  management has modified its marketing strategy and has enforced expense
controls.  Management's current marketing strategy is designed to increase sales
of lower  revenue/higher  profit margin products  related to service,  technical
support  and  training   operations.   Management's  efforts  include  targeting
commercial,  educational and governmental clients which provide marketplaces for
a wide range of products and services at one time, a cost-effective  approach to
sales.  With respect to hardware  sales,  the Corporation has adopted its agency
model.   In  addition,   management   believes  it  maximizes   profits  through
concentration   on  sales  of   value-added   applications;   promotion  of  the
Corporation's  service and support  operations;  and  adherence to  cost-cutting
controls.  In  light of the  above,  management  emphasizes  and  continues  the
aggressive  pursuit of an  increased  volume of  technical  service  and support
programs and promotion of its training services.


                                        6

<PAGE>



Selling,  general and administrative  expenses decreased to approximately 14% of
revenue for both the quarter and six months  ended  December  31,  1999,  due to
management's  efforts  to  control  and reduce  administrative  expenses,  which
included  reduction in items such as personnel  related  costs and  distribution
expenses. Selling, general and administrative expenses were approximately 15% of
revenues for the same periods in fiscal 1998.

Interest income remained relatively constant in the quarter and six-month period
ended  December  31,  1999,  as compared to similar  periods in the prior fiscal
year.

Liquidity and Capital Resources

There are no material commitments of the Corporation's capital resources.

The  Corporation  currently  finances a portion of its accounts  receivable  and
finances   purchases  of  portions  of  its  inventory  through   floor-planning
arrangements  under which such  inventory  secures the amount  outstanding.  The
amount due under this  financing  increased for the quarter  ended  December 31,
1999 due to an increase in order volume during the month of December.  Inventory
decreased  in the quarter  and  six-month  periods  ended  December  31, 1999 as
compared to the  corresponding  periods in the prior  fiscal year in response to
the Corporation's agency model of sales.

Accounts  receivable  increased  for the  quarter  and  six-month  period  ended
December 31, 1999, as compared to the same periods in the prior fiscal year as a
result  of  slower  payable  cycles  from  certain  customers,  several  of whom
forwarded  payment since the end of the quarter.  Accounts payable increased for
the quarter and six-month period ended December 31, 1999, compared with the same
periods in the prior fiscal year as a result of increased  hardware sales volume
in the December 1999 quarter.  Cash levels  decreased in the three and six-month
periods  ended  December 31, 1998, as compared to the  corresponding  periods in
fiscal 1998 due to the slower receivable cycles.

For the fiscal quarter and six months ended December 31, 1999, as in the similar
periods in the prior  year,  the  internal  resources  of the  Corporation  were
sufficient to enable the Corporation to meet its obligations.

In the first  quarter of fiscal 1998,  management  was apprised of an unasserted
possible claim or assessment involving the Corporation's  Pension Plan. The Plan
was adopted in 1981 as a defined  benefit  plan. In 1989,  various  actions were
taken by the  Corporation  to  terminate  the Plan,  to  convert it to a defined
contribution plan and to freeze benefit accruals. No filing for plan termination
was  made  with  the  Pension  Benefit   Guaranty   Corporation   (the  "PBGC").
Additionally,  a final  amended and restated  plan  document  incorporating  the
foregoing  amendments and other required amendments  including those required by
the Tax  Reform  Act of 1986 do not  appear to have been  properly  adopted.  In
addition, since 1989, it appears that certain operational violations occurred in
the  administration  of the Plan including the failure to obtain spousal consent
in certain instances where it was required.

The  Corporation  decided to (i) take  corrective  action  under the IRS Walk-in
Closing  Agreement  Program  ("CAP"),  (ii) apply for a favorable  determination
letter with respect to the Plan from the IRS, and (iii)  terminate the Plan. The
CAP program  provides a  correction  mechanism  for  "non-amenders"  such as the
Corporation.  Under CAP, the Corporation will be subject to a monetary  sanction
(which  could range from $1,000 to  approximately  $40,000).  In  addition,  the
Corporation will be required to correct, retroactively,  operational violations,
and to pay any resulting  excise taxes and PBGC premiums and penalties  that may
be due.  Special counsel has advised the  Corporation  that although it believes
that the Corporation will incur some liability in connection with the correction
of such  operational  violations,  any  estimate in dollar terms of the range of
such liability at this time would be  speculative  and  potentially  misleading.
However,  management has been advised by counsel that the estimated  liabilities
are significantly lower than originally anticipated.


                                        7

<PAGE>




Year 2000

Since December 31, 1999, the Corporation has not experienced any significant Y2K
related  problems in its own  operations  or those of any  material  supplier or
client.

The Corporation began preparing its computer-based systems for year 2000 ("Y2K")
computer  software  compliance  issues in 1998. Many existing  computer systems,
including certain of the Corporation's  internal systems,  use only the last two
digits to identify years in the date field. As a result,  these computer systems
do not  properly  recognize a year that begins with "20" instead of the familiar
"19," or may not function properly with years later than 1999. If not corrected,
many computer  applications could have failed or created erroneous results. This
is  generally  referred to as the "Year 2000" or "Y2K" issue.  Computer  systems
that are able to deal  correctly  with dates after 1999 are referred to as "Year
2000 compliant." The Corporation's Y2K project covered both traditional computer
systems and  infrastructure  ("IT  Systems")  and  computer-based  hardware  and
software,  facilities and equipment  ("Non-IT  Systems"),  such as its telephone
system.  The  Corporation's  Y2K project had the  following  phases:  inventory;
assessment  of  action   required  to  assure  Y2K   compliance;   upgrading  or
replacement; testing; and contingency planning.

Prior to December 31, 1999,  the  Corporation  completed  the  assessment of its
critical IT systems and its main internal  computer system in order to determine
whether its systems  were Y2K  compliant.  By January 1, 2000,  the  Corporation
upgraded  or  replaced  any  non-compliant  systems.  The  Corporation  incurred
approximately $50,000 of Y2K project expenses.

The matters  discussed in  Management's  Discussion  and Analysis and throughout
this report that are forward-looking  statements are based on current management
expectations   that  involve  risk  and   uncertainties.   Potential  risks  and
uncertainties  include,  without  limitation:  the impact of economic conditions
generally  and  in  the  industry  for  microcomputer   products  and  services;
dependence on key vendors;  continued  competitive and pricing  pressures in the
industry; product supply shortages; open- sourcing of products of vendors; rapid
product  improvement  and  technological  change,  short product life cycles and
resulting obsolescence risks; technological developments;  capital and financing
availability; and other risks set forth herein.

                                        8

<PAGE>




                                    PART II.

                                OTHER INFORMATION


Item 5.  Other Information

     On  February  6,  1990,  the Board of  Directors  of  TransNet  Corporation
declared  a dividend  distribution  of one Right for each  outstanding  share of
common stock,  par value $.01 per share (the "Common Stock") of the Corporation.
The  distribution  was payable to  stockholders  of record on February 16, 1990.
Each Right entitles the registered holder to purchase from the Company one share
of Common Stock at a price of $7.50 per share (the "Purchase Price"), subject to
adjustment.  The terms of the  Rights are set forth in a Rights  Agreement  (the
"Rights  Agreement")  between the Corporation and Continental Stock Transfer and
Trust  Company.  On  February  4,  2000,  the  Board of  Directors  of  TransNet
Corporation  amended the Rights  Agreement  dated February 6, 1990 to extend the
expiration  of the Rights  Certificates,  as defined in the Rights  Agreement to
February 6, 2010.

     As more  fully  described  in the  Corporation's  prior  filings  with  the
Commission,  the Rights have certain  anti-takeover  effects. The Rights entitle
each Right  holder,  upon the  occurrence  of a  specified  triggering  event to
purchase one share of common stock at an exercise  price of $7.50 per share,  or
in certain "take over"  situations,  to purchase  common stock equal in value to
two times the exercise price. Examples of triggering events are: the acquisition
by a person  or  group of  beneficial  ownership  of 20% or more of  outstanding
shares;  or the  commencement  of a tender offer for 20% or more of  outstanding
shares,  unless an offer is made for all outstanding shares at a price deemed by
the Continuing Board to be fair and in the best interest of stockholders; or the
determination  by the Board that a person is an "Adverse  Person," as defined in
the Rights  Agreement.  Subsequent to a triggering  event, if the Corporation is
acquired in a merger or other business  transaction in which the  Corporation is
not the surviving  corporation,  unless Board approved, or if 50% or more of the
Corporation's  assets or earning power is sold or transferred,  each holder of a
Right  shall  have the  right to  receive  upon  exercise,  common  stock of the
acquiring  company  having a value equal to two times the exercise  price of the
Right.  The Rights may be redeemed by the  Corporation for $.01 per Right at any
time prior to the  determination of the Board that a person is an Adverse Person
or  ten  days  following  a  public  announcement  of  the  acquisition  of,  or
commencement of a tender offer for, 20% of the outstanding common stock.

Item 6:  Exhibits and Reports on Form 8-K

     A.  Exhibits -

     4.1.Amendment to Rights  Agreement dated February 6, 1990 between  TransNet
         Corporation and Continental Stock Transfer Company

     4.2 Form of Rights  Agreement  dated      Incorporated by Reference from:
         as of February 6, 1990 between        Exhibit to Current Report on Form
         TransNet and The Trust Company of     8-K for January  25,  1990
         New Jersey,  as Rights Agent
         (predecessor to Continental Stock
         Transfer and Trust Company.)


     B.  Reports on Form 8-K - None  filed  during  the  quarter  for which this
report is submitted.



                                        9

<PAGE>




                                   SIGNATURES

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

                                    TRANSNET CORPORATION
                                    (Registrant)


                                    /s/ Steven J. Wilk
                                    Steven J. Wilk, President


                                    /s/ John J. Wilk
                                    John J. Wilk,
                                    Principal Financial and Accounting Officer
                                    and Chairman of the Board of Directors



DATE:  February 14, 2000



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