FORM 10-Q SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549  (Mark one) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from
____________ to ____________ Commission file number 0-25957  BIZNESSONLINE.COM,
INC.(Exact name of
registrant as specified in its charter)  DELAWARE
  06-1519132(State
  or other jurisdiction of
  (I.R.S.
  Employerincorporation
  or organization)
  Identification
  No.)
  1720
ROUTE 34
P.O. BOX 1347
WALL, NEW JERSEY 07719
(732) 280-6408
(732) 280-6409 (FAX)(Address and
telephone number of principal executive offices and principal place
of business including zip code and area code)  NONE(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.  YesxNoo. The number of shares
outstanding of the Registrants Common Stock as of May 3, 2001 was 9,966,572.   BiznessOnline.com, Inc.

Form 10-Q For the Quarterly Period Ended March 31, 2001

Index

Part I.  Financial InformationItem
  1
  Condensed
  Consolidated Balance Sheets as ofMarch
  31, 2001 (unaudited) and December 31, 2000Condensed
  Consolidated Statements of Operationsfor
  the Three Months Ended March 31, 2001 and 2000 (unaudited)Condensed
  Consolidated Statements of Cash Flowsfor
  the Three  Months Ended March 31, 2001
  and 2000 (unaudited)Condensed
  Consolidated Statement of Stockholders
  Deficitfor
  the Three  Months Ended March 31, 2001
  (unaudited)Notes
  to Condensed Consolidated Financial
  StatementsItem
  2
  Managements
  Discussion
  and Analysis of Financial Conditionand
  Results of OperationsItem
  3
  Quantitative
  and Qualitative Disclosure About Market RiskPart II.  Other InformationItem
  2
  Changes
  in Securities and Use of ProceedsItem 6
  Exhibits and
  Reports on Form 8-KSignatureExhibit Index

PART I - FINANCIAL
INFORMATION

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BiznessOnline.com, Inc.

Condensed Consolidated
Balance Sheets

(In thousands, except
share data)

March
  31,
  December
  31,2001
  2000(unaudited)ASSETSCurrent
  assets:Cash and
  cash equivalents
  $585
  $687Accounts
  receivable, net of allowance forbad
  debts of $1,245 and $1,432, respectively
  4,735
  4,894Prepaid
  expenses and other current assets
  649
  814Total
  current assets
  5,969
  6,395Property and equipment, net
  5,311
  5,846Goodwill and intangibles, net
  8,699
  10,148Other assets
  320
  248Total assets
  $20,299
  $22,637LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current
  maturities of long term debt
  $16,500
  $11,389Current
  portion of obligations under capital leases
  314
  358Accounts
  payable
  3,562
  4,449Income
  tax payable
  4
  50Accrued
  expenses
  2,446
  2,111Deferred revenue
  2,272
  1,812Total
  current liabilities
  25,098
  20,169Capital
  leases, net of current portion
  284
  297Total
  liabilities
  25,382
  20,466Stockholders
  equity (deficit)Preferred stock
  -
  -Common stock
  99
  96Additional paid in capital
  55,601
  55,460Accumulated deficit
  (60,783)
  (53,385)Total
  stockholders equity (deficit)
  (5,083)
  2,171Total
  liabilities and stockholders equity (deficit)
  $20,299
  $22,637

See accompanying notes to unaudited
condensed consolidated financial statements.

BiznessOnline.com, Inc.Condensed Consolidated
Statements of Operations(unaudited)
(In thousands, except share and per share data)

Three Months 
  EndedMarch 31,2001
  2000Revenues
  $7,058
  $4,077Costs
  and expenses:Connectivity and operations
  4,985
  3,359Sales and marketing
  771
  1,087General and administrative
  1,187
  779Depreciation
  645
  405Amortization
  1,448
  1,739Total costs and expenses
  9,036
  7,369Loss from operations
  (1,978)
  (3,292)Other
  expense
  -
  -Interest
  income (expense), net
  (5,418)
  4Loss
  before income taxes
  (7,396)
  (3,288)Income
  taxes
  2
  94Net
  loss
  $(7,398)
  $(3,382)Net loss per share,
  basic and assuming dilution
  $(0.76)
  $(0.39)Weighted average
  shares outstanding, basic and assuming dilution
  9,781,482
  8,614,297

See accompanying notes to unaudited
condensed consolidated financial statements.





BiznessOnline.com, Inc.Condensed Consolidated
Statements of Cash Flows(unaudited)
(In thousands)

Three Months EndedMarch 31,2001
  2000Net loss
  $(7,398)
  $(3,382)Adjustments
  to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
  2,094
  2,144Amortization of debt warrants
  4,429Allowance for bad debt
  526
  -Changes in net assets and liabilities:Increase in accounts
  receivable-trade
  (366)
  (275)Change in other current assets
  165
  (225)Decrease in accounts payable
  (887)
  (476)Increase in accrued expenses
  460
  318Decrease in income taxes payable
  (46)
  (48)Decrease in deferred revenue
  460
  193Net cash used by operating
  activities
  (563)
  (1,751)Cash
  flows from investing activities:Capital expenditures
  (109)
  (1,003)Change in other assets
  (73)
  (3)Acquisition of businesses, net of cash
  acquired
  -
  (13,849)Net cash (used in) investing
  activities
  (182)
  (14,855)Cash
  flows from financing activities:Repayments of capital lease
  obligations
  (57)
  (23)Repayment of long term debt
  -
  (29)Proceeds from issuance of long term
  debt
  700
  14,653Net cash from financing
  activities
  643
  14,601Net
  change in cash
  (102)
  (2,005)Cash
  at beginning of period
  687
  7,481Cash
  at end of period
  $585
  $5,476Cash
  paid for interest
  $1,361
  $3Income
  taxes paid
  143
  142Non
  - cash investing and financingIssuance of common stock for
  acquisitions
  $124
  $2,386Issuance of common stock and warrants
  in connectionwith issuance of long term debt
  -
  5,336

See accompanying notes to unaudited
condensed consolidated financial statements.





BiznessOnline.com, Inc.Condensed Consolidated
Statement of Stockholders Equity (deficit)(unaudited)
(In thousands, except share data)
Three Months Ended March 31, 2001

Common Stock
  Preferred Stock
  Additional
  Accumulated
  Total
  StockholdersShares
  Amount
  Shares
  Amount
  Paid in Capital
  Deficit
  DeficitBalance
  December 31, 2000
  9,575,763
  $96
  -
  $-
  $55,460
  $(53,385)
  $2,171Retirement
  of common stock for post closing adjustment
  (209,191)
  (3)
  -
  -
  (61)
  -
  (64)Note
  receivable for stock
  -
  -
  -
  -
  20
  -
  20Issuance
  of common stock foracquisitions
  600,000
  6
  -
  -
  182
  -
  188Net
  loss
  -
  -
  -
  -
  -
  (7,398)
  (7,398)Balance
  March 31, 2001
  9,966,572
  $99
  -
  $-
  $55,601
  $(60,783)
  ($5,083)

See accompanying notes to unaudited
condensed consolidated financial statements.

BiznessOnline.com, Inc.Notes to Condensed
Consolidated Financial Statements



1)          Basis of Presentation

The accompanying condensed consolidated
financial statements include the accounts of BiznessOnline.com, Inc. and its
wholly owned subsidiaries(hereinafter collectively referred to as the
Company, we, our or us).  We
derive revenue from providing enhanced Internet services, including server
co-location, Web design and e-commerce solutions, Web hosting, high speed
Internet access and dial-up Internet access. 
Also, as a result of our acquisition of Telecon Communications Corp. on
March 31, 2000, we now resell local and long distance telephone service in New
York. Prior to the acquisition of Telecon, we operated in one business segment.
With the acquisition of Telecon, we now operate two business segments.

The financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission for interim financial information, including the instructions to
Form 10-Q and rule 10-01 of Regulation S-X. 
Accordingly, certain information and footnote disclosures normally
required in complete financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been condensed or omitted.  In the
opinion of management these financial statements include all adjustments
necessary for a fair presentation of the results of operations for the interim
periods presented.  Results of
operations for interim periods are not necessarily indicative of the results
that may be expected for the year ended December 31, 2001.

2)          Debt

On March 16, 2000, we closed a $15
million senior secured credit facility. 
On December 13, 2000 we amended the facility to increase the amount to
$17 million and amended some of the covenants. We used the initial proceeds of
this facility to fund the cash purchase price of Telecon Communications
Corp.  The credit facility is secured by
all the assets of the Company and its operating subsidiaries.In
connection with such original financing, the Lender received certain cash fees,
71,429 shares of common stock, and warrants to purchase 559,186 shares of
common stock at $7.00 per share, and 279,593 shares of common stock at $12.00
per share, subject to certain anti-dilution and other adjustments.  In connection with the December 13, 2000
amendment to the credit facility, because we did not achieve certain strategic
milestones on or before March 31, 2001, we are obligated to repurchase all such
outstanding warrants held by the Lender for $100 and to issue additional shares
and new warrants (subject to certain anti-dilution and other adjustments) to
the Lender as follows:

            690,328
shares of  common stock;
            warrants to purchase 659,775
shares of common stock at a nominal exercise price;
            warrants to purchase 375,487
shares of common stock at an exercise price equal to $.507025 per share;
            warrants to purchase 550,000
shares of common stock at an exercise price of $3.50 per share; and
            warrants to purchase 275,000
shares of common stock at an exercise price of $8.50 per share.

The warrants and
shares of common stock issued to the Lender in connection with the initial
financing have been estimated by an independent valuation  to have a value of $5.4 million using (i)
the Black-Scholes method of valuation for the warrants, and (ii) the  closing price on the NASDAQ National Market
on the date of issuance for the shares. The fair value of the warrants and
shares issued were recorded as a discount to the related debt and was being
accreted as interest expense over the life of the loan.  As of March 31,
2001, since we were in default under the terms of the loan, the remaining
discount of $4.1 million has been fully accreted as expense.  Beginning in February 2002, pursuant to the
included loan agreement and each quarter thereafter, the principal amount of the
indebtedness is to be repaid using the following schedule without consideration
of default:

February 2002
  3.75% of outstanding
  principalMay 2002, August 2002,
  November 2002 and February 2003,May 2003, August 2003,
  November 2003, February 2004,May 2004, August 2004
  and November 2004
  6.25% of outstanding
  principalFebruary 2005
  remaining principal

As of March 31, 2001, the entire principal balance has been classified as
current at its full redemption value since we were in default under the terms
of the loan.

The fair value of shares and warrantsissuable during the quarter due to not attaining the
strategic milestones was estimated at $269,000 and was recorded as interest
expense.  We are currently renegotiating
our credit facility and consequently have not yet issued these instruments, but
have accrued the costs. Additionally, under our loanamendment,
we are contractually obligated to issue to the Lender additional warrants to
purchase shares of our common stock sufficient to represent 5% of our issued
and outstanding shares of common stock on a fully diluted basis at the end of
each quarterly period, at a nominal exercise price, commencing with the quarter
ending June 30, 2001, for our continued failure to achieve these milestones
which include the potential sale of the Company.

Additionally, the loss per share excludes
the 690,328 shares and warrants as noted above as they have not been issued and
because we are currently renegotiating the facility.  Inclusion of the amounts would cause the loss per share to be
smaller.

3)          Related Party Transactions

On February 1, 1999, our Global
2000 Communications, Inc. subsidiary entered into a lease with the director and
his wife  for approximately 2,000 square
feet of office space with a monthly rent of $2,000 plus utilities. The term of
the lease is five years although we may terminate this lease at any time upon
thirty days prior notice without further liability.   This lease was terminated effective September 30, 2000.

On December 29,
1999, and amended August 14, 2000, our Prime Communications, Inc. subsidiary
entered into a lease with Prime Business Park, a company partially owned by
three shareholders of the Company for approximately 10,420 square feet of
office space with a monthly rent of $11,505 plus utilities and real estate
taxes.  The term of the lease is five
years.

Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This filing
contains forward looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities Exchange
Act of 1934, as amended.  Those
statements reflect the intent, belief or current expectations of
BiznessOnline.com, Inc. and members of its management team.  Prospective investors are cautioned that any
forward-looking statements are not guarantees of future performance, and
involve uncertainties, and that actual results may differ materially from those
contemplated by the forward-looking statements as a result of, among other things,
reflecting changed assumptions or the occurrence of unanticipated events or
changes to future operating results over time.

Introduction

The following
discussion of results of operations and of the liquidity and capital resources
of BiznessOnline.com, Inc. should be read in conjunction with our unaudited
condensed consolidated financial statements and the related notes thereto
appearing in this filing on Form 10-Q and in conjunction with our audited
financial statements included in our Form 10-K filed on April 2, 2001.

Overview

We derive revenues
from a variety of sources.  We provide
web site development, e-commerce solutions and Internet marketing/web media
services.  These services are
predominantly utilized by small to medium sized business looking to establish a
presence on the World Wide Web.  We host
commercial and individual web sites.  We
also provide our customers with server co-location and managed services from our
state-of-the-art Internet data centers located in Albany, New York and Amherst,
New York.  We also provide Internet
access via dedicated high-speed broadband products such as DSL, Frame relay,
T-1 and T-3 connections along with dial up connectivity.  Our customers are individuals and small to
medium sized businesses.  Subscription fees
for dial up connectivity vary between $9.95 and $24.95 per month among our
Internet service providers and by the billing plans for a particular Internet
service provider.  We also provide local
dial tone, long distance services, cellular services, paging services and
natural gas.  Most of our individual
subscribers pay us by credit card automatically on a monthly basis.  Our revenue composition may change as we
develop our strategy to provide additional e-commerce and other enhanced IP
services to our clients.

Results of
Operations

Three Months Ended March 31, 2001 Compared to Three Months
Ended March 31, 2000

We were formed in June 1998, and
conducted no significant operations between then and January 31, 1999, the date
we acquired our first Internet service provider.  We acquired four additional Internet service providers on May 17,
1999 in conjunction with our initial public offering, one Internet service
provider on July 30, 1999, a web application service provider on August 18,
1999,  a web hosting company on
September 30, 1999, an Internet service provider on December 14, 1999, an
Internet service provider on December 15, 1999, an Internet service provider on
December 29, 1999, a competitive local exchange carrier on March 31, 2000, an
Internet service provider on March 31, 2000 and an Internet service provider on
June 30, 2000.

We recorded revenue
of $7.1 million during the quarter, an increase of $3.0 million, or 73%, from
$4.1 million in the first quarter of 2000. 
The increase was a result of the acquisitions we completed during the
first half of 2000, combined with internal growth.

The following table
provides a comparison of connectivity and operations, sales and marketing and
general and administrative expenses as a percentage of revenues:

Quarter EndedMarch 312001
  2000Connectivity
  and operations
  70.6%
  82.3%Sales
  and marketing
  10.9%
  26.7%General
  and administrative
  16.8%
  19.1%

Connectivity and
operations expenses increased $1.6 million, from $3.4 million to $5.0
million.  The increase was primarily a
result of the acquisitions we completed during the first half of 2000.

Sales and marketing
expenses decreased $.3 million, from $1.1 million to $.8 million.  The decrease is primarily attributable to
less advertising during 2001.

General and
administrative expenses increased $.4 million, from $.8 million to $1.2
million.  The increase was primarily a
result of the acquisitions we completed during the first half of 2000.

Depreciation
expense increased $.2 million, from $.4 million to $.6 million.  The increase was a result of the
acquisitions completed during the first half of 2000 along with the capital
equipment purchased during the first half of 2000.  These purchases were related to the integration of the common
billing and accounting systems and the building of our data centers in Albany,
New York, Amherst, New York and Hartford, Connecticut.  Depreciation expense will continue to
increase as our Internet service providers increase their networks to support
new and existing subscribers.

Amortization
expense decreased $.3 million, from $1.7 million to $1.4 million.  The decrease was a result of the write down
of goodwill which occurred in the fourth quarter of 2000.  However, if we were to acquire additional
companies, our amortization expense could increase.  Our policy with respect to completed acquisitions and for future
acquisitions is to amortize the portion of purchase price attributable to
goodwill and other intangibles over the appropriate period, generally five
years.  We also assess the
recoverability of our intangible assets by determining whether the amortization
over the remaining life  can be
recovered through undiscounted future operating cash flows.  The amount of goodwill impairment, if any,
is measured based on projected discounted future operating cash flows using a
discount rate reflecting our average cost of funds.  The recoverability of goodwill will be impacted if estimated
future operating cash flows are not achieved.

Interest income
(expense), net

Interest expense,
net was $5.4 million for the quarter ended March 31, 2001, as compared to
interest income, net of $4,000 during the same period of 2000.  The difference was a result of interest
expense on our outstanding debt during 2001 of $1.1 million on the debt we
issued during the first quarter of 2000 and the expensing of the remaining
discount on the debt of $4.3 million.

Net loss for the
quarter ended March 31, 2001 was $7.4 million, or $0.76 per share, as compared
to $3.4 million, or $0.39 per share during 2000.

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

We recorded revenue
of $4.1 million during the quarter, an increase of $3.7 million, or 862%, from
$.4 million in the first quarter of 1999. 
The increase was a result of the acquisitions we completed during 1999,
combined with internal growth.

The following table
provides a comparison of connectivity and operations, sales and marketing and
general and administrative expenses as a percentage of revenues:

Quarter EndedMarch 312000
  1999Connectivity
  and operations
  82.3%
  33.3%Sales
  and marketing
  26.7%
  35.0%General
  and administrative
  19.1%
  34.7%

Connectivity and
operations expenses increased $3.2 million, from $.1 million to $3.3
million.  The increase was primarily a
result of the acquisitions we completed during 1999.  The 2000 costs also include approximately $.7 million of costs
associated with integrating the combined companies.  During the quarter ended March 31, 2000, we expanded our
technical service and support staff at our 
new call center located in Albany, New York in order to provide 24 hour
by 7 day customer support and also expanded our operations staff at our data
center in Albany, New York.

Sales and marketing
expenses increased $.9 million, from $.2 million to $1.1 million.  The increase is primarily attributable to
the acquisitions we completed during 1999, combined with the 15 new sales
people hired during the first quarter of 2000. 
We also increased our advertising expenses as we entered new markets and
build a comprehensive sales and marketing team.

General and
administrative expenses increased $.6 million, from $.2 million to $.8
million.  The increase was primarily a
result of the acquisitions we completed during 1999 along with the costs of corporate
overhead, which did not have significant operations until the second quarter of
1999.

Depreciation
expense increased $.4 million,  from
$25,000 to $.4 million.  The increase
was a result of the acquisitions completed during 1999 along with the capital
equipment purchased during 1999 and the first quarter of 2000.  These purchases were related to the
integration of the common billing and accounting systems and the building of
our centralized data center in Albany, New York.

Amortization
expense increased $1.6 million,  from
$.1 million to $1.7 million.  This
increase was a result of goodwill resulting from the acquisitions completed
during 1999.   Our policy with respect
to completed acquisitions and for future acquisitions is to amortize the portion
of purchase price attributable to goodwill and other intangibles over the
appropriate period, generally five years.

Interest income,
(expense), net

Interest income,
net was $4,000 for the quarter ended March 31, 2000, as compared to interest
expense, net of $1,000 during the same period of 1999.  The difference was a result of interest
income earned during 2000 of $112,000, as a result of our cash balances.  This amount was offset by interest expense
of $108,000 on the debt which we issued during the first quarter of 2000.

Income tax expense
for the quarter ended March 31, 2000, which consisted solely of state income
taxes, was $94,000.  We recorded no
income tax expense or benefit for the same period of 1999.  We have not recorded any income tax benefit from
the non-deductible amortization of goodwill.

Net loss for the
quarter ended March 31, 2000 was $3.4 million, or $0.39 per share, as compared
to $.1 million, or $0.04 per share during 1999.



Liquidity and
Capital Resources

At March 31, 2001,
we had $.6 million of cash and cash equivalents, a decrease of $.1 million from
December 31, 2000.   Net cash used by
operating activities was $.6 million. 
Net cash used for investing activities was $.2 million.  Net cash provided by financing activities
was $.7 million, primarily as a result of additional borrowings under our  $17 million senior secured credit facility
with MCG Finance Corporation.

Our existing cash
and cash equivalents and cash that may be generated from operations are
expected to be sufficient to meet our anticipated operating cash needs.  In order to continue operations, we will
need to restructure our existing debt and may require an additional cash
infusion.  In view of the relatively
tight capital markets that we have experienced during recent months, we can
provide no assurance that we will be able to restructure our existing debt or
that additional capital will be available to us to fund our cash requirements.

We have engaged
Kaufman Bros., L.P. as our financial advisor to explore strategic alternatives
for the Company, which might include a merger, asset sale, or other comparable
transaction or a financial restructuring.

Investors in our
securities should consider the risk that we may be required to cease operations
during the year or thereafter, particularly if we are unsuccessful in acquiring
a capital infusion, restructuring our debt or completing a strategic
transaction as described above, in which case our common stock may have no
value.  All statements set forth in this
Form 10-Q are qualified by reference to those facts.

NASDAQ Delisting and Liquidity of Common StockOn August 4, 2000, NASDAQ informed us that we had failed
to comply with continued listing requirements and commenced an action to delist
our common stock from the National Market System.  We appealed the decision and requested an extension of time to
comply with the National Market standards. 
NASDAQ denied our appeal and effective October 2, 2000 our common stock
was delisted from the NASDAQ National Market. 
Our stock immediately began trading on the  over-the-counter electronic bulletin board sponsored by
NASDAQ.  The delisting of our common
stock  may result in limited release of
the market price of the common stock and limited news coverage of our company
and could restrict investors interest in the common stock and materially
adversely affect the trading market and prices for our common stock and our
ability to issue additional securities or to secure additional financing.  In addition, our common stock could be
subject to  Rule 15g-9 under the
Securities Exchange act of 1934 which, among other things, requires that
broker/dealers satisfy special sales practice requirements, including making
individualized written suitability determinations and receiving a purchasers
written consent prior to any transaction. 
In such case, our common stock could also be deemed to be a penny
stock under the Securities Enforcement and Penny Stock Reform Act of 1990,
which would require additional disclosure in connection with trades in the
common stock, including the delivery of a disclosure schedule explaining the
nature and risks of the penny stock market. 
Such requirements could severely limit the liquidity of our common
stock.Matters Involving Senior DebtAs of March 31, 2001, we were not in compliance with the
requirements under our $17 million senior credit facility, under certain of the
financial covenants.  If the default is
not cured, or waived by the Lender, the Lender could seek remedies against us,
including penalty rates of interest, immediate repayment of the debt, and/or
foreclosure on our assets securing the debt. 
If we become insolvent or enter into a liquidation proceeding, after
payment to our creditors, there is likely to be insufficient assets remaining
for any distribution to shareholders. 
Under the terms of the credit facility, we are obligated to issue
690,328 additional shares of common stock to the Lender, as well as grant
warrants to purchase an additional: 659,775 shares at a nominal price; 375,487
shares at $ .507028 per share; and 825,000 shares at $3.50 (as to 550,000
shares) and $8.50 (as to 275,000 shares) to replace the existing warrants
issued to the Lender.  These issuances
have not yet occurred; however, we have accrued the costs of these contractual obligations
as additional interest expense.  Also,
at June 30, 2001, unless certain conditions are met, we will grant the lender
an additional warrant to purchase approximately 700,000 shares of common stock.
These contingent issuances have been excluded from the calculation of net loss
per share.

Effects of
Inflation

We do not believe
that inflation has had a material impact on our results of operations during
the three months ended March 31, 2001.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities.  Statement 133 changes the previous
accounting definition of derivative which focused on freestanding contracts
like options and forwards, including futures and swaps, expanding it to include
embedded derivatives and many commodity contracts.  Under Statement 133, every derivative is recorded in the balance
sheet as either an asset or liability measured at its fair value.  Statement 133 requires that changes in the
derivative fair value be recognized currently in earnings unless specified
hedge accounting criteria are met.  This
Statement as amended by Statement 137 is effective for fiscal years beginning
after June 15, 2000.  Statement 133 did
not have a material impact on our financial position or results of operations
upon adoption effective January 1, 2001.

In December 1999, the Securities and
Exchange Commission issued Staff Accounting Bulletin (SAB) No. 101, Revenue
Recognition in Financial Statements. 
The Company was required to adopt this accounting guidance, as amended
by SAB 101A, no later than the first quarter of fiscal 2001.  The company believes its existing revenue
recognition policies and procedures are in compliance with SAB 101, and
therefore, SAB 101s adoption did not have a material impact on the Companys
financial condition, results of operations or cash flows.

Item 3. 
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

We provide Internet
access and related services to individuals and small to medium sized businesses
in northeastern New York state, Massachusetts and Connecticut.  We are not subject to changes in foreign
currency exchange rates or weak economic conditions in foreign markets.  Our interest income is subject to changes in
the general level of U.S. interest rates, particularly since the majority  of our investments are in short-term instruments.  Due to the nature of our short-term
investments, we have concluded that there is no material market risk
exposure.  Therefore, no quantitative
tabular disclosures are required.

Our investment
policy requires us to invest funds in excess of current operating requirements
in obligations of the U.S. government and its agencies and investment grade
obligations of state and local governments and U.S. corporations.

PART II.  OTHER
INFORMATION

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)  Pursuant to Item 701(a)-(e) of Regulation
S-K, the following information is provided as to all equity securities of
BiznessOnline.com, Inc. sold by the Company during the period covered by this
report that were not registered under the Securities Act of 1933, as amended,
and have not previously been reported in a quarterly report on Form 10-Q, or an
annual report on Form 10-K:

1.          On January 19, 2001,
BiznessOnline.com, Inc. issued an aggregate of 600,000 shares of its common
stock to the three former stockholders of Telecon Communications Corp. and
Telesupport, Inc., companies which were acquired by BiznessOnline.com, Inc. in
March 2000.  The shares were issued in
settlement of certain earn-out rights of the former stockholders arising from
the acquisitions.  The issuance of such
shares was made in a transaction not involving a public offering without
registration under the Securities Act of 1933 in reliance upon the exemption
from registration set forth in Section 4(2) of the Act and Rule 506
thereunder.  Each former stockholders
acknowledged and represented to the Company in writing that he or she was (i)
an accredited investor within the meaning of Regulation D, and (ii)
knowledgeable, sophisticated and experienced in making investment
decisions.  Each former stockholder
acknowledged and represented to the Company in writing that he or she
understood and agreed that the shares of common stock to be issued in such
transaction: were not registered under the Securities Act of 1933; were being
acquired solely for each persons own account without any present intention of
resale or distribution; and would not be resold without registration under the
Securities Act of 1933 or in compliance with an available exemption from
registration.  Each person also
acknowledged that such person was able to bear the economic risk of an
investment in the common stock and afford a complete loss of such investment,
and that such person had the opportunity to ask questions of and receive
answers from the Companys management concerning any and all matters relating
to the acquisition of the common stock of the Company.(d)  Pursuant to Item 701 (f) of Regulation S-K,
the following information is being furnished to disclose certain information
regarding the uses of proceeds by BiznessOnline.com, Inc. in its initial public
offering of common stock:

(i) The Registration
Statement for the initial public offering (File Number 333-73067) was declared
effective on May 11, 1999.

(ii)  From the effective date of the initial
public offering registration through March 31, 2001, the amount of net offering
proceeds used for any purpose for which at least 5% of the offering proceeds or
$100,000 (whichever is less) was used is as follows:

Repayment of promissory notes to the stockholders of
  Global 2000 Communications, Inc.
  $580,000Payment of the cash portion of the purchase price due
  to the four Internet service providerswe acquired in May 1999
  5,730,000Acquisition of Ascent Networking
  1,050,000Acquisition of WebWay, LLC
  830,000Acquisition of Infoboard, Inc.
  1,380,000Acquisition of Cyberzone, LLC
  1,900,000Acquisition of NECAnet, Inc.
  1,575,000Acquisition of Prime Communications Systems,
  Incorporated
  1,240,000Repayment of indebtedness of Internet service
  providers
  342,000Purchases of capital equipment, primarily relating to
  our data center in Albany, NY
  6,736,000Total
  $21,363,000Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)         Exhibits:
             (11) Statement re Computation
of Per Share Earnings(b)        Reports
on Form 8-K:NoneSIGNATURES

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



Dated:  May 14,
  2001
  BiznessOnline.com, Inc.By    /s/Daniel J. SullivanDaniel J.
  SullivanVice
  President and Chief Financial Officer(Authorized Officer on behalf of Registrant andPrincipal
  Financial and Accounting Officer)

Exhibit
Index

Exhibit No.
  Description11
  Statement
  re Computation of Per Share Earnings