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 March 31, 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
 incorporation or organization) (IRS Employer ID No.)

                           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 June 5, 1997 - 1,482,256 shares of common stock.


                       DOCUMENTS INCORPORATED BY REFERENCE

                         Form 8-K filed on June 13, 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>
<CAPTION>
<S>                                                              <C>                           <C>                   
                                                                    December 31, 1996              March 31, 1997
                                                                 -----------------------      ------------------------
                          ASSETS                                                                           (Unaudited)
CURRENT ASSETS
  Cash                                                        $                  304,328                       181,547
  Federal income tax receivable                                                        0                             0
                                                                 -----------------------      ------------------------
    Total current assets                                                         304,328                       181,547
                                                                 -----------------------      ------------------------
FIXED ASSETS
  Computer equipment                                                               1,983                         6,092
  Furniture and fixtures                                                               0                           684
 Less: accumulated depreciation                                                     (826)                       (1,015)

                                                                 -----------------------      ------------------------
    Total fixed assets                                                             1,157                         5,761
                                                                 -----------------------      ------------------------
OTHER ASSETS
  Prepaid insurance                                                                4,500                         7,050
  Internet site development, net of amortization (note 8)                          3,599                         3,599
  Deferred offering costs (note 7)                                                35,036                        47,945
                                                                 -----------------------      ------------------------
    Total other assets                                                            43,135                        58,594
                                                                 -----------------------      ------------------------
Total Assets                                                  $                  348,620                       245,902
                                                                 =======================      ========================
           LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Accounts payable                                            $                   42,692                        20,085
  Payroll taxes payable                                                            2,976                       (2,374)
  Accrued salaries                                                                 5,692                             0
  State franchise tax payable                                                          0                             0
  State sales tax payable                                                              0                             0
                                                                 -----------------------      ------------------------
    Total current liabilities                                                     51,360                        17,711
                                                                 -----------------------      ------------------------
LONG-TERM LIABILITIES
  Notes payable (note 1b)                                                          8,842                         8,842
                                                                 -----------------------      ------------------------
    Total long-term liabilities                                                    8,842                         8,842
                                                                 -----------------------      ------------------------
    Total Liabilities                                                             60,202                        26,553
                                                                 -----------------------      ------------------------

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)                     (364,610)
                                                                 -----------------------      ------------------------
Total Stockholders' Equity                                                       288,418                       219,349
                                                                 -----------------------      ------------------------
Total Liabilities and Stockholders' Equity                    $                  348,620                       245,902
                                                                 =======================      ========================
</TABLE>
The accompanying notes are an integral part of the financial statements
                                                        F-2


<PAGE>
<TABLE>
<CAPTION>


                                             RESOURCENET COMMUNICATIONS, INC.
                                             (A Development Stage Enterprise)
                                                 Statements of Operations
                                                        (Unaudited)
                                                        Period from
                                                       April 6, 1990
                                   3 Months ended March 31, (Inception) to April 6, 1990
                                                1996 1997 Mar. 31, 1997 1990
                                                     Mar. 31, 1997 1990
                       REVENUE

<S>                                                     <C>                     <C>                 <C>    

Sales                                                   $                0                  0                   6,813
Interest                                                                 0                  0                     413
                                                            --------------      -------------       -----------------
  Total revenue                                                          0                  0                   7,226
                                                            --------------      -------------       -----------------
                     COST OF SALES
Cost of sales                                                            0                  0                   6,823
                                                            --------------      -------------       -----------------
   Gross profit/(loss)                                                   0                  0                     403

                       EXPENSES
Advertising                                                              0                246                     454
Auto expenses                                                            0              1,437                   1,437
Bank charges                                                             0                  0                     493
Concept development cost                                                 0                  0                 120,000
Contract labor                                                       6,000              2,432                  68,122
Depreciation                                                            99                189                   1,015
Dues and subscriptions                                                   0                  0                     507
Franchise offering document preparation                                  0                  0                   5,955
State franchise filing fee                                           1,260                  0                   3,697
Insurance                                                                0              3,158                   3,158
Internet site fee                                                    2,450                  0                   1,455
Licenses and taxes                                                       0              4,582                  11,484
Office expenses                                                        863                630                  11,612
Postage                                                                 40                484                   3,610
Printing                                                                 0                  0                   2,188
Professional Services                                                    0             14,746                  75,729
Rent                                                                     0              2,335                   2,335
Salaries                                                                 0             32,883                  40,883
Telephone                                                                0                768                     768
Travel and entertainment                                             1,792              5,179                   9,468
Miscellaneous                                                            0                  0                     643
                                                            --------------      -------------       -----------------
  Total expenses                                                    12,504             69,069                 365,013
                                                            --------------      -------------       -----------------
Net loss before tax benefit                                       (12,504)           (69,069)               (364,610)
                                                            --------------      -------------       -----------------
Income tax benefit (note 4)                                              0                  0                       0
                                                            --------------      -------------       -----------------
Net loss                                                $         (12,504)           (69,069)               (364,610)
                                                            ==============      =============       =================
Weighted average number of
  shares outstanding                                             2,006,864          2,058,064               2,058,064
                                                            ==============      =============       =================
Net loss per share                                      $            (0.01)             (0.30)                  (0.15)
                                                            ==============      =============       =================


The accompanying notes are an integral part of the financial statement. financial statements.
</TABLE>
                                              F-3


<PAGE>

<TABLE>
<CAPTION>

                        RESOURCENET COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                       Statements of Stockholder's Equity





<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              (69,069)               (69,069)
                                   --------------      -------------    --------------    ------------------      -----------------

BALANCE, March 31,
  1997  (Unaudited)                     2,058,064   $        583,959                 0             (364,610)                219,349
                                   ==============      =============    ==============    ==================      =================

</TABLE>







































The accompanying notes are an integral part of the financial statements.


                                               F-4


<PAGE>

<TABLE>
<CAPTION>


                        RESOURCENET COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                                   (Unaudited)


<S>                                                                  <C>                                   <C>

                                                                                                          Period from
                                                                                                           April 6, 1990
                                                                     3 Months ended March 31,              (Inception) to
                                                                        1996             1997             Mar.  31, 1997
                                                                     -----------     -----------          --------------

CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                             (12,504)         (69,069)               (364,610)
Adjustments to reconcile net loss to net cash used for
development activities:
    Stock issued for concept development costs                             0                0                 120,000
    Depreciation                                                          99              189                   1,015
Changes in operating assets and liabilities:
    (Increase) decrease in receivables                                     0                0                       0
    (Increase) decrease in prepaids                                        0           (2,550)                 (7,050)
    (Increase) decrease in internet site development                       0                0                  (3,599)
    (Increase) decrease in deferred offering costs                         0          (12,909)                (47,945)
    Increase (decrease) in accounts payable                                0          (22,607)                 20,085
    Increase (decrease) in state taxes payable                             0                0                       0
    Increase (decrease) in payroll taxes payable                           0           (5,350)                 (2,374)
    Increase (decrease) in accrued salaries                                0           (5,692)                      0
                                                                   -------------   ------------           ---------------
Net cash used for development activities                             (12,405)        (117,988)               (284,478)
                                                                   -------------   ------------           ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                                   0           (4,793)                 (6,776)
                                                                   -------------   -------------          ---------------
Net cash provided by investing activities                                  0           (4,793)                 (6,776)
                                                                   -------------   --------------         ---------------

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                                 (12,405)        (122,781)                181,547
                                                                   -------------    --------------        ---------------
CASH, beginning of period                                             47,698          304,328                       0
                                                                   -------------    --------------        ---------------
CASH, end of period                                      $            35,293          181,547                 181,547
                                                                   =============    ==============        ===============

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 thefinancial statements.

                                                             F-5


<PAGE>



                                         RESOURCENET COMMUNICATIONS, INC.
                                         (A Development Stage Enterprise)
                                           Notes to Financial Statements


(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  years  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 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 $99
         and $189 at March 31, 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)  At inception the Company exchanged common stock for $120,000 of concept
         development costs previously expended  by  two individuals  previously 
         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-7


<PAGE>



                                         RESOURCENET COMMUNICATIONS, INC.
                                         (A Development Stage Enterprise)
                                     Notes to Financial Statements, continued

(4)      Income  taxes,  continued The amounts  recorded as deferred  income tax
         assets  at March  31,  1997,  $145,800,  represents  the  amount of tax
         benefit of loss  carryforwards.  The Company has established a $145,800
         valuation  allowance  against this asset, as the Company has no history
         of  profitable  operations.  At March 31,  1997,  the Company has a net
         operating loss  carry-forward  for income tax purposes of approximately
         $364,610, 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 $69,609 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

(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-8


<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 , 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 , 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 , 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: June 6, 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  




                                     9