<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB

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

                For The Quarterly Period Ended September 30, 2000

                                       or

          / / 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: 000-20865

                               ZeroPlus.com, Inc.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                               <C>
                     Delaware                        52-1929282
          (State or other jurisdiction of          (I.R.S. Employer
          incorporation or organization)          Identification No.)
</TABLE>

             12800 Middlebrook Road, Suite 400, Germantown, MD 20874
               (Address of principal executive offices) (Zip Code)

                                 (301) 601-8700
              (Registrant's telephone number, including area code)


         (Former name, former address and former fiscal year, if changed
                               since last report.)

               Check whether the issuer (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 periods 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 / /

    The number of shares of the Registrant's common stock, $.01 par value per
           share, outstanding as of November 7, 2000 was 10,320,089.

           Transitional small business disclosure format (check one):
                                 Yes / / No /X /



<PAGE>





                                TABLE OF CONTENTS

                          PART I. FINANCIAL INFORMATION


<TABLE>
<CAPTION>
                                                                                                                    Page
<S>     <C>                                                                                                         <C>

Item 1. Consolidated Financial Statements (Unaudited)


         Accountants' Review Report.............................................................................      3

         Consolidated Balance Sheets as of September 30 and March 31, 2000......................................      4

         Consolidated Statements of Operations for the three months ended September 30, 2000 and 1999...........      5

         Consolidated Statements of Operations for the six months ended September 30, 2000 and 1999.............      6

         Consolidated Statements of Cash Flows for the six months ended September 30, 2000 and 1999.............      7

         Consolidated Statements of Stockholders' Equity as of September 30, 2000...............................      8

         Notes to Consolidated Financial Statements.............................................................      9

Item 2. Management's Discussion and Analysis Or Plan of Operations..............................................     10




                           PART II. OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K........................................................................     14

Signatures......................................................................................................     15
</TABLE>


                                       2

<PAGE>








Board of Directors
ZeroPlus.com, Inc.


We have reviewed the accompanying consolidated balance sheet of ZeroPlus.com,
Inc. (a Delaware Corporation) as of September 30, 2000, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the three and six-month periods ended September 30, 2000 and 1999. These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of March 31, 2000, and the related statements of
operations, stockholders' equity and cash flows for the year then ended (not
presented herein), and in our report dated May 25, 2000, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed balance sheet as of March
31, 2000 is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.


                                        Grant Thornton LLP

Vienna, Virginia
November 7, 2000


                                       3

<PAGE>


                               ZEROPLUS.COM, INC.
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                              SEPTEMBER 30, 2000  MARCH 31, 2000
                                                              ------------------  --------------
                                                                  (UNAUDITED)      (AUDITED)
<S>                                                           <C>                <C>
CURRENT ASSETS
    Cash and cash equivalents ................................   $  1,370,216    $  3,497,936
    Short-term investments ...................................      3,183,977       6,296,637
    Accounts receivable ......................................         98,235          55,308
    Prepaid expenses and other ...............................        377,160         191,414
                                                                 ------------    ------------

TOTAL CURRENT ASSETS .........................................      5,029,588      10,041,295

DEPOSITS AND OTHER ASSETS ....................................         36,835          37,947

INVESTMENTS ..................................................         10,000         993,750

PROPERTY AND EQUIPMENT, NET ..................................      1,317,611         695,169
                                                                 ------------    ------------


TOTAL ASSETS .................................................   $  6,394,034    $ 11,768,161
                                                                 ============    ============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable--trade ..................................   $    428,835    $    494,679
    Notes Payable, current ...................................         33,845          31,884
    Accrued liabilities ......................................        771,675         943,587
                                                                 ------------    ------------

TOTAL CURRENT LIABILITIES ....................................      1,234,355       1,470,150

LONG TERM DEBT ...............................................        134,510         151,937
                                                                 ------------    ------------

TOTAL LIABILITIES ............................................      1,368,865       1,622,087

STOCKHOLDERS' EQUITY
    Common stock, $.01 par value, 50,000,000 shares
      Authorized, 10,463,974 and 10,459,307 shares issued,
      10,320,809 and 10,459,307 shares outstanding
      at September 30 and March 31, 2000, respectively .......        104,640         104,593
    Treasury Stock ...........................................       (305,779)        (10,500)
    Additional paid-in capital ...............................     40,863,610      40,835,830
    Retained deficit .........................................    (35,637,302)    (30,783,849)
                                                                 ------------    ------------

TOTAL STOCKHOLDERS' EQUITY ...................................      5,025,169      10,146,074
                                                                 ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................   $  6,394,034    $ 11,768,161
                                                                 ============    ============
</TABLE>


The accompanying notes are an integral part of these statements.



                                       4

<PAGE>


                               ZEROPLUS.COM, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                               THREE MONTHS ENDED


<TABLE>
<CAPTION>
                                                                 SEPTEMBER 30
                                                        --------------------------------
                                                             2000              1999
                                                        ----------------  --------------
<S>                                                     <C>               <C>
SALES
    Products ..........................................   $       --      $      1,416
    Services ..........................................        102,803         117,044
                                                          ------------    ------------
Total sales ...........................................        102,803         118,460

COST OF PRODUCT SOLD AND SERVICE PROVIDED
    Products...........................................           --            --
    Services ..........................................        150,675         102,141
                                                          ------------    ------------
Total cost of product sold and service provided .......        150,675         102,141

GROSS PROFIT (LOSS) ...................................        (47,872)         16,319

OPERATING EXPENSES
    General and administrative ........................        860,484       1,133,440
    Selling and marketing .............................        956,308         329,068
    Restructuring costs................................           --            --
    Research and development ..........................        369,128         503,810
                                                          ------------    ------------

LOSS FROM OPERATIONS ..................................     (2,233,792)     (1,949,999)

OTHER INCOME (EXPENSE)
    Other expenses ....................................        (53,464)        (57,605)
    Interest income ...................................         96,182          46,157
                                                          ------------    ------------

LOSS BEFORE INCOME TAXES ..............................     (2,191,074)     (1,961,447)

INCOME TAX PROVISION ..................................           --              --
                                                          ------------    ------------

NET LOSS ..............................................   $ (2,191,074)   $ (1,961,447)
                                                          ============    ============

LOSS PER SHARE-BASIC AND DILUTED ......................   $       (.21)   $       (.23)
                                                          ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED     10,386,167       8,352,753
</TABLE>


The accompanying notes are an integral part of these statements.

                                       5




<PAGE>


                               ZEROPLUS.COM, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                SIX MONTHS ENDED


<TABLE>
<CAPTION>
                                                                 September 30
                                                          ----------------------------
                                                               2000           1999
                                                          ------------    ------------
<S>                                                       <C>             <C>
SALES
    Products ..........................................   $       --      $      3,259
    Services ..........................................        204,854         272,905
                                                          ------------    ------------
Total sales ...........................................        204,854         276,164

COST OF PRODUCT SOLD AND SERVICE PROVIDED
    Products ..........................................           --               584
    Inventory writedown ...............................           --           575,078
    Services ..........................................        293,699         199,880
                                                          ------------    ------------
Total cost of product sold and service provided .......        293,699         775,542

GROSS PROFIT (LOSS) ...................................        (88,845)       (499,378)

OPERATING EXPENSES
    General and administrative ........................      1,654,127       2,421,156
    Selling and marketing .............................      2,484,581         573,063
    Restructuring costs ...............................           --         1,134,922
    Research and development ..........................        749,880         894,384
                                                          ------------    ------------

LOSS FROM OPERATIONS ..................................     (4,977,433)     (5,522,903)

OTHER INCOME (EXPENSE)
    Other expenses ....................................       (105,491)       (104,830)
    Interest income ...................................        229,471         104,016
                                                          ------------    ------------

LOSS BEFORE INCOME TAXES ..............................     (4,853,453)     (5,523,717)

INCOME TAX PROVISION ..................................           --              --
                                                          ------------    ------------

NET LOSS ..............................................   $ (4,853,453)   $ (5,523,717)
                                                          ============    ============

LOSS PER SHARE - BASIC AND DILUTED ....................   $       (.47)   $       (.66)
                                                          ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED     10,423,472       8,325,470
</TABLE>



The accompanying notes are an integral part of these statements.

                                       6

<PAGE>


                               ZEROPLUS.COM, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                SIX MONTHS ENDED


<TABLE>
<CAPTION>
                                                                                     SEPTEMBER 30
                                                                             ---------------------------
                                                                                 2000           1999
                                                                             -------------   -----------
<S>                                                                           <C>            <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss ..............................................................   $(4,853,453)   $(5,523,717)
    Adjustments to reconcile net loss to net cash from operating activities
      Depreciation and amortization .......................................       190,937        236,306
      Loss on retirement of fixed assets ..................................         --            12,700
      Stock-based compensation ............................................         7,393         34,902
      Restructuring costs paid ............................................         --           177,699
      Non-Cash Restructuring Costs ........................................         --         1,532,301
        (Increase) Decrease in accounts receivable ........................       (42,927)       322,621
        Decrease in inventory .............................................         --             8,556
        (Increase) Decrease in prepaid expenses, deposits and other assets       (184,634)        49,014
        (Decrease) in accounts payable and accrued liabilities ............      (253,222)      (219,958)
                                                                             -------------   -----------
NET CASH USED IN OPERATING ACTIVITIES .....................................    (5,135,906)    (3,369,576)
                                                                             -------------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures ..................................................      (813,379)      (225,064)
    Proceeds received from sale of short term securities ..................     4,106,410      3,362,513
    Purchase of securities ................................................       (10,000)        --
                                                                              -----------    -----------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES .......................     3,283,031      3,137,449
                                                                              -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net proceeds from issuance of common stock ............................        20,434        612,783
    Purchase of treasury stock ............................................      (295,279)       (10,500)
    Payments of common stock subscriptions receivable .....................            --             23
                                                                              -----------    -----------

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES .......................      (274,845)       602,306
                                                                              -----------    -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ......................    (2,127,720)       370,179

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ..........................     3,497,936      1,760,627
                                                                              -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................   $ 1,370,216    $ 2,130,806
                                                                              ===========    ===========

SUPPLEMENTAL DISCLOSURES:
    Income Taxes Paid .....................................................   $      --      $      --
                                                                              ===========    ===========

    Interest Paid .........................................................   $      --      $      --
                                                                              ===========    ===========
</TABLE>


The accompanying notes are an integral part of these statements.


                                       7

<PAGE>


                               ZEROPLUS.COM, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                  COMMON STOCK
                                  ------------
                                                           ADDITIONAL                                            TOTAL
                               NO. OF                        PAID IN         TREASURY          RETAINED      STOCKHOLDERS'
                               SHARES        AMOUNT          CAPITAL           STOCK           DEFICIT           EQUITY
                               ------        ------          -------           -----           -------           ------
<S>                           <C>          <C>              <C>              <C>            <C>              <C>
BALANCE, MARCH 31, 2000       10,459,307   $    104,593     $ 40,835,830     $  (10,500)    $ (30,783,849)   $   10,146,074

Issuance of common stock
    Associated with:
    Stock Option exercises         4,667             47           20,387             --                --            20,434

Stock-based compensation             --              --            7,393             --                --             7,393

Purchase of treasury stock     (143,165)                                       (295,279)                           (295,279)

Net loss                             --               --              --             --        (4,853,453)       (4,853,453)
                              ----------   ------------     ------------   --------------   --------------       ----------

BALANCE, SEPTEMBER 30, 2000   10,320,809   $    104,640     $ 40,863,610   $    (305,779)   $  (35,637,302)     $ 5,025,169
                              ==========    ===========      ===========    ============     ==============      ==========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       8


<PAGE>


                               ZEROPLUS.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A--BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include the
accounts of ZeroPlus.com, Inc. (the "Company"), which was incorporated in
January 1995, and its wholly-owned subsidiaries. Such statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and pursuant to the regulations of the
Securities and Exchange Commission; accordingly, they do not include all of
the information and notes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments considered necessary for a fair presentation (consisting of
normal recurring accruals) have been included. The consolidated results of
operations for the quarter and six months ended September 30, 2000 are not
necessarily indicative of the results for the fiscal year ending March 31,
2001. The accompanying unaudited financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended March 31,
2000.

NOTE B--NEW ACCOUNTING PRONOUNCEMENT

     In March 2000, the FASB issued Interpretation No. 44 (FIN 44), "Accounting
for Certain Transactions Involving Stock Compensation: an interpretation of APB
Opinion No. 25". FIN 44 provides guidance on how to account for stock-based
compensation, including stock option grants. FIN 44 is effective July 1. 2000.
The Company adopted FIN 44 during the quarter ended September 30, 2000. The
adoption of the Interpretation did not have a significant impact on the
Company's results of operations or its financial position.

NOTE C--PROPERTY AND EQUIPMENT

     Property and equipment are carried at cost, net of an allowance for
accumulated depreciation and amortization. Depreciation is computed on equipment
and furniture, using a straight-line method over a three-year period. At
September 30, 2000, property and equipment includes approximately $709,000 of
network equipment not yet placed in service.

NOTE D--DEBT FACILITY

     On June 25, 1999, the Company signed a two year promissory note for a
$1,000,000 line of credit facility that is secured by investments, receivables
and fixed assets of the Company. As of September 30, 2000, the Company has not
drawn on the line. The debt facility expires on May 31, 2001.

NOTE E--NON-QUALIFIED STOCK OPTION PLAN

     At September 30, 2000, the Company had three stock-based compensation
plans. As permitted under generally accepted accounting principles, grants under
those plans are accounted for following APB Opinion No. 25 (APB 25) and related
interpretations. Accordingly, only the compensation cost associated with grants
to non-employees or non-directors of the Company have been recognized in the
amount of $7,393 for the six months ended September 30, 2000. All options
granted to employees are non-compensatory for financial statement purposes,
under the provisions of APB 25 and related interpretations.

NOTE F--INCOME TAXES

     The Company has generated net operating losses since its inception. At
September 30, 2000, the Company recorded a valuation allowance in an amount
equal to the deferred tax asset due to the uncertainty of generating future
taxable income.

NOTE G--CONCENTRATION

     Approximately 99% of the Company's accounts receivable balance at September
30, 2000 were from one customer, and approximately 97% of the Company's sales
for the six months ended September 30, 2000, were from one customer.


                                       9


<PAGE>

NOTE H--COMMITMENTS

     The Company has entered into agreements with various Internet-related
firms, whereby the Company pays a fixed scheduled payment over time in return
for online advertising. Expense is recognized for these programs in the period
in which the advertising is performed. At September 30, 2000, approximate future
advertising commitments are as follows:

<TABLE>
<CAPTION>
Year ending March 31,
<S>                                                                                             <C>
2001 (6 months) .........................................................................       $ 267,500
2002.....................................................................................       $ 500,000
2003.....................................................................................       $ 500,000
</TABLE>

Expense recognized in the six month period ended September 30, 2000 was
approximately $1,177,000.

     The Company has entered into agreements with various network service
providers and communications firms to support its network capacity. These
agreements may include a minimum commitment over the term of the contract. At
September 30, 2000, approximate future minimum commitments for network capacity
are as follows:

<TABLE>
<CAPTION>
Year ending March 31,

<S>                                                                                                  <C>
2002..........................................................................................       $ 450,000
2003..........................................................................................       $ 540,000
2004..........................................................................................       $ 810,000
</TABLE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

     This information should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
consolidated financial statements and notes contained in our Annual Report on
Form 10-KSB for the fiscal year ended March 31, 2000.

RESULTS OF OPERATIONS

SECOND QUARTER ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999

NET SALES

     Sales for the second quarter ended September 30, 2000 were approximately
$102,800, a decrease of 13% over the approximately $118,500 recorded for the
corresponding quarter of 1999. To date, we have recorded minimal revenues from
our ZeroPlus.com services. The quarter to quarter decrease is attributed to a
slight decrease in requirements from our existing billing services contract with
a communications firm. The services sales for the quarter ended September 30,
2000, were primarily from one customer.

GROSS PROFIT

     Gross profits for the second quarter ended September 30, 2000 were
approximately ($47,900), compared to the approximately $16,300 for the
corresponding quarter of 1999. The negative gross profit for the quarter ended
September 30, 2000 was due primarily to fixed infrastructure costs associated
with our network buildout and increased customer support costs as we expand our
customer base.

OPERATING EXPENSES

     Selling and marketing expenses for the second quarter ended September 30,
2000, were approximately $956,300, an increase of 191% over the approximately
$329,100 recorded for the corresponding quarter of 1999. The dollar increase in
these expenses over the prior year reflected increased spending for
advertising-related programs and marketing alliances as we build the
ZeroPlus.com brand and more aggressively market ZeroPlus.com services. In
addition, personnel costs have increased as we have expanded our marketing and
business development team to support the advertising and alliances.


                                       10

<PAGE>

     General and administrative expenses for the second quarter ended September
30, 2000, were approximately $860,500, a decrease of 24% over the approximately
$1,133,400 recorded for the corresponding quarter of 1999. The quarter ended
September 30, 1999 included legal, management consulting, and accounting fees
associated with our restructuring and repositioning, as detailed in our Annual
Report on Form 10-KSB for the fiscal year ended March 31, 2000.

     Research & development expenses for the second quarter ended September 30,
2000, were approximately $369,100, a 27% decrease over the approximately
$503,800 recorded for the corresponding quarter of 1999. The prior year's
quarter included increased expenses associated with the testing of our
ZeroPlus.com services in advance of the general market release.

OTHER INCOME (EXPENSE)

     In the second quarter ended September 30, 2000, the Company's other income
and expenses included interest income of approximately $96,200, which increased
over the approximately $46,200 for the corresponding quarter in 1999 as the
result of increased cash balances invested in short-term securities.

SIX MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999

NET SALES

     Sales for the six months ended September 30, 2000 were approximately
$204,900, a decrease of 26% over the approximately $276,200 recorded for the
corresponding period of 1999. To date, we have recorded minimal revenues from
our ZeroPlus.com services. Revenues for the six month period ended September 30,
1999 included approximately $70,000 in sales of services related to our prior
business model.

GROSS PROFIT

     Gross profits for the six month period ended September 30, 2000 were
approximately ($88,800), compared to the approximately ($499,400) for the
corresponding quarter of 1999. Cost of Product Sold for the six month period
ended September 30, 1999 included a charge of approximately $575,100 for the
inventory writedown associated with our restructuring effort. The negative gross
profit for the period ended September 30, 2000 was due primarily to fixed
infrastructure costs associated with our network buildout and increased customer
support costs as we expand our customer base.

OPERATING EXPENSES

     Selling and marketing expenses for the six month period ended September 30,
2000, were approximately $2,484,600, an increase of 334% over the approximately
$573,100 recorded for the corresponding period of 1999. The dollar increase in
these expenses over the prior year reflected increased spending for
advertising-related programs and marketing alliances as we build the
ZeroPlus.com brand and more aggressively market ZeroPlus.com services. In
addition, personnel costs have increased as we have expanded our marketing and
business development team to support the advertising and alliances.

     General and administrative expenses for the six month period ended
September 30, 2000, were approximately $1,654,100, a decrease of 32% over the
approximately $2,421,200 recorded for the corresponding period of 1999. The six
month period ended September 30, 1999 included personnel, legal and management
consulting costs associated with our restructuring and repositioning, as
detailed in our Annual Report on Form 10-KSB for the fiscal year ended March 31,
2000.

     Research & development expenses for the six month period ended September
30, 2000, were approximately $749,900, a 16% decrease over the approximately
$894,400 recorded for the corresponding period of 1999. The prior year included
increased expenses associated with the testing of our ZeroPlus.com services in
advance of the general market release.

OTHER INCOME (EXPENSE)

     In the six month period ended September 30, 2000, the Company's other
income and expenses included interest income of approximately $229,500, which
increased over the approximately $104,000 for the corresponding period in 1999
as the result of increased cash balances invested in short-term securities.

                                       11

<PAGE>


OTHER

IMPACT OF INFLATION

     The Company does not believe that inflation has had a material adverse
effect on sales or income during the past several years. Increases in supplies
or other operating costs may adversely affect the Company's operations; however,
the Company believes it may increase prices of its products and systems to
offset increases in costs of goods sold or other operating costs.


SEASONALITY

     Based our experience to date, we believe that our future operating results
may be subject to quarterly variations based on a variety of factors, but
seasonal changes in the weather should have little or no effect.


LIQUIDITY AND CAPITAL RESOURCES

     In the six months ended September 30, 2000, we used approximately
$(5,135,900) in cash flows from operating activities, compared to approximately
$(3,369,600) for the corresponding period of 1999.

     Cash provided by investing activities totalled approximately $3,283,000 for
the six months ended September 30, 2000 as compared to approximately $3,137,400
provided by investing activities for the corresponding period of 1999. The main
component of the investing activity for the period ended September 30, 2000, was
the redemption of short-term securities of approximately $4,106,400 and
increased expenditures for equipment of approximately $813,400, the majority of
which will support our continued network buildout.

     Cash used in financing activities during the six month period ended
September 30, 2000 totalled approximately ($274,800), which consisted of a
treasury stock purchase of $295,300. For the corresponding six month period in
1999, cash provided by financing activities was approximately $602,300, which
consisted primarily of proceeds from the issuance of common stock in the amount
of $612,800. We have access to a $1,000,000 credit line secured by investments,
fixed assets and receivables, but did not borrow against that line of credit
during the six months ended September 30, 2000.

     We expect to continue to make significant investments in the future to
support our overall growth. Currently, we anticipate that ongoing operations
will be financed primarily from net proceeds of Broadwing Inc.'s 1999
investment, our line of credit facility, and from internally generated funds. We
presently have a line of credit, investments, and cash and cash equivalents on
hand and believe that these will be sufficient to meet short-term cash
requirements as needed. However, while operating activities have provided and
may provide cash in certain periods, to the extent that we have experienced or
will experience growth, our operating and product development activities have
used and may use cash and consequently, such growth may require us to obtain
additional sources of financing. While to date we have not arranged to obtain
additional capital to meet possible future cash requirements, management is
currently exploring financing alternatives to supplement the Company's cash
position. We can give no assurance that unforeseen events may not require more
working capital than we currently have at our disposal, or that we will be able
to obtain financing from additional sources.


FUTURE OPERATING RESULTS

     The preceding paragraphs and the following discussion include
forward-looking statements regarding our future financial position and results
of operations. Actual financial position and results of operations may differ
materially from these statements. All such statements are qualified by the
cautionary statements set forth in our most recent Annual Report on Form 10-KSB,
as amended, under Part I, Item 1, "Forward Looking and Cautionary Statements"
and Part II, Item 6, under "Risk Factors", as well as the following statements.

     We intend to continue to enhance and expand product and service offerings
in order to maintain our competitive position and meet the increasing demands
for service quality, capacity and competitive pricing. Also, the introduction of
new products and services will require significant marketing and promotional
expenses that we may incur before we begin to receive the related revenue.
However, we believe that the value and sales potential of our ZeroPlus.com
product line outweighs the risk of continued operating losses.

     We believe that our revenues will grow as we continue to deliver new
ZeroPlus.com products that make voice and telephony functions easily available
at common entry points to digital data networks. Our business strategy is to
expand our

                                       12

<PAGE>


revenues to include significant fees from selling fee-based ZeroPlus.com
consumer services (including fees for PC-to-phone, phone-to-PC and
phone-to-phone calls, as well as fees for enhanced services) and e-commerce
services and the sale of Internet advertising. We can neither assure you that we
will be able to do this or that this strategy will be profitable. Currently our
revenues are primarily generated from telecommunications services not associated
with Internet telephony. Those services for one customer generated approximately
97% of our total revenues in the second quarter ended September 30, 2000.

     We do not expect revenue growth to occur ratably in the near term. Revenue
growth, if any, in fiscal 2001 will depend to a large extent on the timing and
success of the various marketing alliances and new product development and
acceptance.

     Because of these and other uncertainties affecting our future operating
results, past performance should not be considered to be a reliable indicator of
future performance. The use of historical trends to anticipate results or trends
in future periods may be inappropriate. In addition, our participation in a
highly dynamic industry may result in significant volatility in the price of our
common stock.


                                       13

<PAGE>


PART II - OTHER INFORMATION


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


<TABLE>
<CAPTION>
(a)      Exhibit           Description
<S>      <C>             <C>
         10.0            Broadwing Master Service Agreement dated September 28, 2000 by and between Broadwing
                         Communications Services Inc. and ZeroPlus.com, Inc.

</TABLE>

(b)      Since  the end of its  most  recent  fiscal  year on  March  31,  2000,
         ZeroPlus.com, Inc. has filed the following reports on Form 8-K:

<TABLE>
<CAPTION>
         Date of Report             Item Reported
         <S>                        <C>
         August 14, 2000            Item 5 - Other Events
         August 2, 2000             Item 5 - Other Events
         July 6, 2000               Item 5 - Other Events
         May 26, 2000               Item 5 - Other Events

</TABLE>



                                       14

<PAGE>



SIGNATURES


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



                    ZeroPlus.com, Inc.
                       (Registrant)





DATE: November 14, 2000     /s/  Donald J. Shoff
                           ----------------------------------
                           Donald J. Shoff
                           Vice President and Chief Financial Officer
                           (Duly Authorized Officer and
                           Principal Financial Officer)

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