U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   Form 10-QSB


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934
         For the period ended June 30, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
         For the transition period from                    to


                         Commission file number 33-90672



                        RESOURCENET COMMUNICATIONS, INC.
                 (Name of small business issuer in its charter)


        California                                               93-1026060
(State or other jurisdiction of                            (IRS Employer ID No.)
incorporation or organization)

                           One Sansome St., Suite 2000
                         San Francisco, California 94104
                    (Address of principal executive offices)

Registrant's telephone number including area code  (415) 721-0299


Indicate by check mark whether the registrant (1) has filed reports  required to
be filed by  Section  13 or 15(d) of the  Securities  Exchange  Act  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 equity, as of the latest practicable date:

            As of August 13, 1997 - 1,482,256 shares of common stock


                       DOCUMENTS INCORPORATED BY REFERENCE

                         Form 8-K filed on June 6, 1997
         Form SB-2 Post-Effective Amendment No. 1 filed on June 17, 1997
<PAGE>
                         PART I - Financial Information

Item 1. Financial Statements


                          INDEX TO FINANCIAL STATEMENTS


                                                                            Page

Balance Sheets   ............................................................F-2

Statements of Operations  ...................................................F-3

Statements of Stockholders' Equity  .........................................F-4

Statements of Cash Flows   ..................................................F-5

Notes to Financial Statements  ..............................................F-6
































                                       F-1
<PAGE>
                        RESOURCENET COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                                 Balance Sheets
<TABLE>
<S>                                                              <C>                          <C>
                                                                    December 31, 1996              June 30, 1997
                                                                 -----------------------      ------------------------
                          ASSETS                                                                    (Unaudited)
CURRENT ASSETS
  Cash                                                        $                 304,328                        65,404
  Payroll tax refund                                                                  0                         2,838
                                                                 -----------------------      ------------------------
    Total current assets                                                        304,328                        68,242
                                                                 -----------------------      ------------------------
FIXED ASSETS
  Computer equipment                                                              1,983                         7,915
  Furniture and fixtures                                                              0                           684
 Less: accumulated depreciation                                                    (826)                       (1,530)
                                                                 -----------------------      ------------------------
    Total fixed assets                                                            1,157                         7,069
                                                                 -----------------------      ------------------------
OTHER ASSETS
  Prepaid expenses                                                                4,500                         8,979
  Internet site development, net of amortization (note 8)                         3,599                         3,599
  Deferred offering costs (note 7)                                               35,036                        65,009
                                                                 -----------------------      ------------------------
    Total other assets                                                           43,135                        77,587
                                                                 -----------------------      ------------------------
Total Assets                                                  $                 348,620                       152,898
                                                                 =======================      ========================
           LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Accounts payable                                            $                  42,692                        23,352
  Payroll taxes payable                                                           2,976                             0
  Accrued salaries                                                                5,692                             0
  State franchise tax payable                                                         0                             0
  State sales tax payable                                                             0                             0
                                                                 -----------------------      ------------------------
    Total current liabilities                                                    51,360                        23,352
                                                                 -----------------------      ------------------------
LONG-TERM LIABILITIES
  Notes payable (note 1b)                                                         8,842                         8,842
                                                                 -----------------------      ------------------------
    Total long-term liabilities                                                   8,842                         8,842
                                                                 -----------------------      ------------------------
    Total Liabilities                                                            60,202                        32,194
                                                                 -----------------------      ------------------------

STOCKHOLDERS' EQUITY
  Common stock, no par value, authorized 5,000,000
    shares; issued and outstanding 2,058,064 in 1996 and                        583,959                       583,959
 1,482,256 in 1997. (note 5)
  Preferred stock, no par value, authorized 1,000,000
    shares; 0 shares issued and outstanding. (note 5)                                 0                             0
  Deficit accumulated during the development stage                             (295,541)                     (463,255)
                                                                 -----------------------      ------------------------
Total Stockholders' Equity                                                      288,418                       120,704
                                                                 -----------------------      ------------------------
Total Liabilities and Stockholders' Equity                    $                 348,620                       152,898
                                                                 =======================      ========================
</TABLE>
     The accompanying notes are an integral part of the financial statements
                                       F-2
<PAGE>
                        RESOURCENET COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<S>                                                         <C>                 <C>                 <C>
                                                                                                        Period from
                                                                                                        April 6, 1990
                                                                  6 Months ended June 30,              (Inception) to
                                                                 1996                1997               June 30, 1997
                       REVENUE
Sales                                                   $               0                  0                   6,813
Interest                                                                0                229                     642
                                                            --------------      -------------       -----------------
  Total revenue                                                         0                229                   7,455
                                                            --------------      -------------       -----------------
                     COST OF SALES
Cost of sales                                                           0                  0                   6,823
                                                            --------------      -------------       -----------------
   Gross profit/(loss)                                                  0                229                     632

                       EXPENSES
Advertising                                                             0              3,140                   3,348
Auto expenses                                                           0              2,791                   2,791
Bank charges                                                            0                 56                     549
Concept development cost                                                0                  0                 120,000
Contract labor                                                     10,981              3,629                  69,319
Depreciation                                                          198                704                   1,530
Dues and subscriptions                                                  0                  0                     507
Franchise offering document preparation                                 0             25,394                  31,349
State franchise filing fee                                          1,260                  0                   3,697
Insurance                                                               0              7,975                   7,975
Internet site fee                                                   2,450                185                   1,640
Licenses, taxes, and fees                                               0              7,997                  14,879
Office expenses                                                       864              3,062                  14,044
Postage                                                                12              1,565                   4,691
Printing                                                                0                153                   2,341
Professional Services                                                   0             25,966                  86,949
Rent                                                                    0              4,045                   4,045
Salaries                                                                0             68,955                  76,955
Telephone                                                               0              3,721                   3,721
Travel and entertainment                                            1,792              7,075                  11,364
Miscellaneous                                                           0              1,550                   2,193
                                                            --------------      -------------       -----------------
  Total expenses                                                   17,557            167,943                 463,887
                                                            --------------      -------------       -----------------
Net loss before tax benefit                                       (17,557)          (167,714)               (463,255)
                                                            --------------      -------------       -----------------
Income tax benefit (note 4)                                             0                  0                       0
                                                            --------------      -------------       -----------------
Net loss                                                $         (17,557)          (167,714)               (463,255)
                                                            ==============      =============       =================
Weighted average number of shares outstanding                   2,006,684          2,058,064               2,058,064
                                                            ==============      =============       =================
Net loss per share                                      $           (0.01)                     (0.08)                  (0.23)
                                                            ==============      =============       =================
</TABLE>
    The accompanying notes are an integral part of the financial statements.
                                       F-3
<PAGE>
                        RESOURCENET COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                       Statements of Stockholders' Equity
<TABLE>
<S>                                <C>                 <C>              <C>               <C>                     <C>
                                       Shares of                                                                          Total
                                        Common             Common          Preferred          Accumulated            Stockholders'
                                        Stock               Stock            Stock              Deficit                 Equity

BALANCE, December 31,                  2,058,064   $        583,959                 0              (295,541)               288,418
  1996

Net loss                                       0                  0                 0              (167,714)              (167,714)
                                   --------------      -------------    --------------    ------------------      -----------------

BALANCE, June 30,
  1997  (Unaudited)                    2,058,064   $        583,959                 0              (463,255)               120,704
                                   ==============      =============    ==============    ==================      =================
</TABLE>

























    The accompanying notes are an integral part of the financial statements.
                                       F-4
<PAGE>
                        RESOURCENET COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<S>                                                                <C>                     <C>                      <C>
                                                                                                                      Period from
                                                                                                                      April 6, 1990
                                                                            6 Months ended June 30,                  (Inception) to
                                                                          1996                    1997                June 30, 1997
                                                                  -------------------     ----------------         -----------------

CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                       $             (17,557)            (167,714)                 (463,255)
Adjustments to reconcile net loss to net cash used for
development activities:
    Stock issued for concept development costs                                     0                    0                   120,000
    Depreciation                                                                 198                  704                     1,530
Changes in operating assets and liabilities:
    (Increase) decrease in receivables                                             0               (2,838)                   (2,838)
    (Increase) decrease in prepaids                                                0               (4,479)                   (8,979)
    (Increase) decrease in internet site development                               0                    0                    (3,599)
    (Increase) decrease in deferred offering costs                                 0              (29,973)                  (65,009)
    Increase (decrease) in accounts payable                                   (1,693)             (19,340)                   23,352
    Increase (decrease) in state taxes payable                                     0                    0                         0
    Increase (decrease) in payroll taxes payable                                   0               (2,976)                        0
    Increase (decrease) in accrued salaries                                        0               (5,692)                        0
                                                                   ------------------      ---------------           ---------------
Net cash used for development activities                                     (19,052)            (232,308)                 (398,798)
                                                                   ------------------      ---------------           ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                                           0               (6,616)                   (8,599)
                                                                   ------------------      ---------------           ---------------
Net cash provided by investing activities                                          0               (6,616)                   (8,599)
                                                                   ------------------      ---------------           ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash                                                       0                   0                    388,974
Cash contributed by existing stockholders                                          0                   0                     74,985
Cash received for notes payable                                                    0                   0                      8,842
                                                                   ------------------      --------------            ---------------
Net cash provided by financing activities                                          0                   0                    472,801
                                                                   ------------------      --------------            ---------------

Increase (decrease) increase in cash                                         (19,052)           (238,924)                    65,404
                                                                   ------------------      --------------            ---------------
CASH, beginning of period                                                     47,698             304,328                          0
                                                                   ------------------      --------------            ---------------
CASH, end of period                                              $            28,646              65,404                     65,404
                                                                   ==================      ==============            ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash                                            $                 0                   0                          0
                                                                   ==================      ==============            ===============
Stock issued for intangible asset                                $                 0                   0                    120,000
                                                                   ==================      ==============            ===============
</TABLE>
    The accompanying notes are an integral part of the financial statements.
                                       F-5
<PAGE>
                        RESOURCENET COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                                  (Unaudited)

(1) Summary of significant accounting policies
     The Company  ResourceNet Communications, Inc. (the Company) is a California
         chartered  development  stage  corporation which conducts business from
         its  headquarters in San Francisco  which was  incorporated on April 6,
         1990.

         The  financial   statements  have  been  prepared  in  conformity  with
         generally accepted  accounting  principles.  In preparing the financial
         statements,  management is required to make  estimates and  assumptions
         that affect the reported  amounts of assets and  liabilities  as of the
         dates  of the  statements  of  financial  condition  and  revenues  and
         expenses  for the  periods  then ended.  Actual  results  could  differ
         significantly  from  those  estimates.   Material  estimates  that  are
         particularly  susceptible to significant change in the near-term relate
         to the book-tax  difference of accounting for the development  expenses
         (see note 4). The  financial  statements  for the six months ended June
         30,  1996 and 1997  include  all  adjustments  which in the  opinion of
         management are necessary for fair presentation. The following summarize
         the more significant accounting and reporting policies and practices of
         the Company:

     a)  Fixed  assets  Fixed  assets  are  recorded  at cost.  Depreciation  is
         computed by the straight-line method over the estimated useful lives of
         the assets, generally five or seven years. Expenditures for maintenance
         and repairs are charged to  operations  as incurred.  Depreciation  was
         $198 and $706 at June 30, 1996 and 1997, respectively.

     b)  Notes  payable  The  Company  issued  notes  payable  to two  principal
         stockholders in exchange for cash. These notes carry no stated interest
         rate or maturity date.

     c)  Net loss per share Net loss per share is computed  by dividing  the net
         loss by the number of shares outstanding during the period.

     d) Concept development  At inception the Company exchanged common stock for
         $120,000 of concept development costs previously expended by two indiv-
         iduals that were unrelated to the founders of the Company.  The Company
         chose to immediately expense these costs.

(2)      Franchise  offering document  expenses The franchise  offering document
         expenses  pertain   exclusively  to  the  development  of  the  Uniform
         Franchise Offering Circular,  (UFOC),  which represents the bulk of the
         Company's  near-term  future  marketing  efforts and  revenues.  SFAS 2
         requires  that all  generated  development  costs be charged to expense
         when  incurred.  Accordingly,  the  Company has  expensed  the costs to
         develop its UFOC.

(3)      Franchise  revenues The Company has not yet received any  franchise fee
         revenues, but it expects to record such revenue in accordance with SFAS
         45.

(4)      Income taxes The Company recorded the franchise offering document costs
         as  expenses  in the  period  when  incurred  for  financial  statement
         purposes,  per note 2 above.  The  Company  also  recorded  the concept
         development costs as expense immediately,  per note 1d above.  However,
         for income tax  purposes,  these costs were  recorded as an  intangible
         asset to be amortized over future years.  The primary  purpose for this
         treatment  for  tax  purposes  is to  retain  the  tax  benefit  of the
         development costs.  California tax law did not recognize operating loss
         carryforwards as the Federal tax code does, at that time. Therefore, by
         capitalizing  and  amortizing  these  costs,  the tax  benefit of these
         expenses  is  retained  for state tax  purposes  rather than being lost
         forever as immediate  expensing would have caused.  This treatment will
         require a longer time before the tax benefit of the costs is  realized,
         but will increase the tax benefit  realized over time.  California  tax
         law  was  changed  for tax  years  beginning  after  January  1,  1994.
         California tax law now recognizes net operating loss  carryforwards  on
         the same basis as the federal tax code.
                                       F-6
<PAGE>
                        RESOURCENET COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                    Notes to Financial Statements, continued

(4)      Income  taxes,  continued  The amount  recorded as deferred  income tax
         assets at June 30, 1997, $185,300, represents the amount of tax benefit
         of loss carryforwards. The Company has established a $185,300 valuation
         allowance  against  this  asset,  as  the  Company  has no  history  of
         profitable  operations.  At  June  30,  1997,  the  Company  has  a net
         operating loss  carry-forward  for income tax purposes of approximately
         $463,200, expiring as follows: $126,490 in 2005, $6,891 in 2006, $2,921
         in 2007,  $45,483 in 2008, $23,513 in 2009, $36,403 in 2010, $53,840 in
         2011 and $167,731 in 2012.

(5)      Stockholders'  equity The Company has authorized 5,000,000 shares of no
         par value common stock and 1,000,000  shares of no par preferred stock.
         In April 1990, the Company issued  1,550,000  shares of common stock in
         exchange for $3,900 in cash and $120,000 of previously expended concept
         development  costs.  In May 1993,  the Company issued 273,530 shares of
         common stock in exchange  for $29,970 in cash.  In November  1993,  the
         Company  issued  150,000 shares of common stock in exchange for $150 in
         cash.  In February  1994,  the Company  issued  33,334 shares of common
         stock in  exchange  for  $50,000 in cash.  In May 1995,  and June 1995,
         existing  stockholders  contributed  $50,000 and $24,985 in cash to the
         Company.  In December  1996,  the Company sold 51,200  shares of common
         stock in exchange for $307,200 in cash,  which was the minimum required
         to break escrow under the Company's public offering.

         On February 24,  1997,  certain  officers  and founders of  ResourceNet
         Communications, Inc. returned 575,808 of their shares, or approximately
         30%, to the Company.  This  transaction  was  accomplished  as a direct
         result of a request  by the  purchasers  of the  minimum  shares in the
         Company's public offering.

(6)      Common stock public  offering  The board of  directors  authorized  the
         Company to sell up to 850,000 shares of the Company's common stock in a
         "self-underwritten"   public   offering   pursuant  to  a  Registration
         Statement on Form SB-2 under the Securities Act of 1933.  This offering
         is being made with a 50,000 share  minimum,  and is  effective  for one
         year from the  effective  date of the  registration,  June 26, 1996. In
         December  1996,  the Company  completed the sale of the minimum  shares
         under its registration,  and therefore broke its escrow. The Company is
         proceeding  with the  continued  sale of its  shares.  The  Company  is
         preparing a Post-Effective Amendment to extend the offering and reflect
         certain changes in the Company.

(7)      Deferred  offering costs The Company's  public offering is a continuous
         offering.  The  Company  has  incurred  costs  directly  related to the
         offering,  but which are not directly  related to specific  portions of
         security  sales.  The Company has chosen to  capitalize  such costs and
         amortize them directly to paid-in capital in direct  proportion of such
         securities sales to the total offering. At such time as the Company has
         completed its offering, all such costs will have been amortized against
         paid-in  capital.  Should the Company  terminate  its offering  without
         fully subscribing the offering the Company then intends to amortize any
         balance remaining of such costs to paid-in capital.

(8)      Website  development costs The Company has begun the development of its
         Internet,  (or World Wide Web), website.  The Company expects to employ
         its website as its primary introductory selling tool in the sale of its
         franchises.  The  Company  expects  to  employ  a  variety  of  outside
         third-party  companies  and  contractors  to develop the website.  Upon
         completion of the website development,  the Company expects to amortize
         this cost over its expected useful life,  currently  projected as three
         years.
                                       F-7
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.

     The Company hereby incorporates its Form SB-2 Post-Effective  Amendment No.
1 filed on June 17, 1997.

                           PART II - Other Information

Item 1. Legal Proceedings.
     The Company is not a party to any pending legal proceedings.

Item 2. Changes in Securities
     The Company hereby  incorporates its Form 8-K filed on June 6, 1997 and its
Form SB-2 Post-Effective Amendment No. 1 filed on June 17, 1997.

Item 3. Defaults Upon Senior Securities
     None to report.

Item 4. Submission of Matters to a Vote of Security Holders.
     The Company hereby  incorporates its Form 8-K filed on June 6, 1997 and its
Form SB-2 Post-Effective Amendment No. 1 filed on June 17, 1997.

Item 5. Other Information
     None to report.

Item  6.  Exhibits  and  Reports  on Form  8-K and  8-K/A.
     The Company hereby incorporates its Form 8-K filed on June 6, 1997.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

Date: August 14, 1996

                                         RESOURCENET COMMUNICATIONS, INC.
                                             a California Corporation



                                                    By:  /s/ Michael Hinshaw
                                                         Michael Hinshaw
                                                         President and CEO



                                                    By:  /s/ Henry L. Corona
                                                         Henry L. Corona
                                                         Chief Financial Officer





                                                         


<PAGE>