UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB



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

                For the Quarterly Period Ended December 31, 1999

                                       or

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

                        For the transition period from to

                         Commission file number 0-24408

                                 IJNT.net, INC.
             (Exact name of registrant as specified in its charter)

                Deleware                               33-0611753
     (State or other jurisdiction of                (I.R.S.  Employer
     Incorporation or organization)              Identification Number)

           2800 Post Oak Blvd.
             Houston, Texas                               77056
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (713) 462-4222



     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for such shorter period that  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes /X/ No / /

     As of February  11, 2000 there were  20,061,340  shares of Common Stock and
2,410 shares of Series A Preferred Stock outstanding.


<PAGE>


                                      INDEX

<TABLE>
<CAPTION>
                                                                                                        Page No.

PART I--FINANCIAL INFORMATION

     Item 1.  Financial Statements

<S>                                                                                                       <C>
          Consolidated Balance Sheets as of December 31, 1999 and March 31, 1999..........................     3

          Consolidated Statements of Income for the three fiscal months and nine fiscal months ended
            December 31, 1999 and December 31, 1998 ......................................................     4

          Consolidated Statements of Cash Flows for the nine fiscal months ended December 31, 1999
            and December 31, 1998.........................................................................     5

          Notes to Consolidated Financial Statements......................................................     6

     Item 2.  Management's Discussion and Analysis of Consolidated Financial Condition and Results of
          Operations......................................................................................     9

     Item 3.  Quantitative and Qualitative Disclosure About Market Risk...................................     *


PART II--OTHER INFORMATION

     Item 1.  Legal Proceedings...........................................................................     *

     Item 2.  Changes In Securities and Use of Proceeds...................................................    12

     Item 3.  Defaults Upon Senior Securities.............................................................     *

     Item 4.  Submission of Matters to a Vote of Security Holders.........................................     *

     Item 5.  Other Information...........................................................................    12

     Item 6.  Exhibits and Reports on Form 8-K............................................................    12


SIGNATURES................................................................................................    13

</TABLE>

* No information provided due to inapplicability of item.


<PAGE>


                          PART I--FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEETS
           (Amounts in thousands, except share and per share amounts)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                     (Unaudited)
                                                                                     December 31,         March 31,
                                                                                          1999               1999
                                                                                       ---------          -------
Current assets:
<S>                                                                                  <C>                <C>
   Cash and cash equivalents.................................................        $      1,231       $        903
   Accounts receivable, net of allowance for doubtful accounts of $36 and $0,
     respectively............................................................                 373                291
   Stock subscription receivable (Note 8)....................................               8,975                  0
   Prepaid expenses and other current assets.................................                 187                387
   Other receivables.........................................................                 148                288
                                                                                     ------------       ------------

          Total current assets...............................................              10,914              1,869

Fixed assets, net of accumulated depreciation of $1,041 and $356, respectively              9,786              2,314

Other assets:
   Deposits..................................................................                 209                 66
   Licenses and other........................................................               1,425              2,079
                                                                                     ------------       ------------
          Total other assets.................................................               1,634              2,145
                                                                                     ------------       ------------
          Total assets.......................................................        $     22,334       $      6,328
                                                                                     ============       ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable..........................................................        $       1,682       $       283
   Accrued liabilities.......................................................                  292               162
  Accrued payroll, benefits and related costs................................                  440               200
   Debt payable..............................................................                7,361                 0
   Current portion of long term debt.........................................                  472                26
                                                                                      ------------       -----------
          Total current liabilities..........................................               10,247               671

Long term debt (Note 7)......................................................                5,492               196
                                                                                      ------------       -----------
          Total liabilities..................................................               15,739               867

Shareholders' equity:
  Series A Preferred Stock, $.01 par value; authorized 1,000,000 shares;
     2,410 and 2,000 issued and outstanding at December 31, 1999 and March
     31, 1999 respectively..................................................                     0                 0
  Additional paid-in capital - Preferred stock...............................                2,169             1,800
  Common Stock, $.001 par value; authorized 50,000,000 shares;
     20,061,340 and 15,975,000 issued and outstanding at December 31, 1999 and
     March 31, 1999 respectively.............................................                   20                16
  Additional paid-in capital.................................................               22,183            11,292
  Retained deficit..........................................................              (17,777)           (7,647)
                                                                                      ------------       -----------
          Total shareholders' equity.........................................                6,595             5,461
                                                                                      ------------       -----------
          Total liabilities and shareholders' equity.........................        $      22,334       $     6,328
                                                                                     =============       ===========

</TABLE>


          See accompanying notes to consolidated financial statements.


<PAGE>


                        CONSOLIDATED STATEMENTS OF INCOME
           (Amounts in thousands, except share and per share amounts)
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                                Three Months Ended                    Nine Months Ended
                                                                ------------------                    -----------------
                                                         December 31,       December 31,       December 31,       December 31,
                                                              1999               1998               1999               1998
                                                         -------------     --------------     --------------      -------------

<S>                                                      <C>               <C>                <C>                 <C>
   Revenues..........................................    $         794     $          420     $        2,831      $        971
   Operating expenses:...............................
     Network expenses................................            1,123                116              2,402               267
     Selling, general and administrative expenses....            4,634              1,303              9,087             3,334
     Depreciation and amortization...................              698                 75              1,096               173
                                                         -------------     --------------     --------------        ----------
        Total operating expenses.....................            6,455              1,494             12,585             3,774
                                                         -------------     --------------     --------------        ----------
   Operating loss....................................           (5,661)            (1,074)            (9,754)           (2,803)

     Interest income.................................               69                 25                 83                45
     Interest expense................................             (459)                (9)              (459)              (10)
                                                         -------------     --------------     --------------        ----------
   Net loss..........................................    $      (6,051)    $       (1,058)    $      (10,130)       $   (2,768)
                                                         =============     ==============     ==============        ==========

   Net loss per share, basic and diluted (Note 3)....    $       (0.34)    $        (0.08)    $        (0.58)       $     (0.18)
                                                         =============     ==============     ==============        ===========
   Weighted-average   number  of  shares,  basic  and       17,913,310         15,068,248         17,422,712         14,040,831
                                                         =============     ==============     ==============        ===========

</TABLE>



          See accompanying notes to consolidated financial statements.


<PAGE>



                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                         Nine Months Ended
                                                                                  December 31,      December 31,
Cash flows (used in) provided by operating activities:                                 1999              1998
                                                                                    -----------       -------
<S>                                                                               <C>                <C>
   Net income..................................................................   $   (10,130)       $   (2,768)
     Adjustments to reconcile net income to net cash provided by operating
       Depreciation and amortization...........................................         1,096               173
       Changes in current assets and liabilities...............................         2,035               579
       Expenses paid with Common Stock.........................................             0               542
                                                                                   ----------        ----------
   Net cash used in operating activities.......................................        (6,999)           (1,474)
                                                                                   ----------        ----------

Cash flows used in investing activities:
   Purchase of fixed assets....................................................        (8,281)             (881)
   Purchase of inventory ......................................................           (34)             (306)
   Purchase of licenses and other assets ......................................             0              (408)
   Amortization of licenses and other assets ..................................           224                 0
                                                                                   ----------        ----------
   Net cash used in investing activities.......................................        (8,091)           (1,595)
                                                                                   ----------        ----------

Cash flows provided by financing activities:
   Borrowings under line of credit agreement...................................         7,361                 0
   Borrowings under long term debt agreement...................................         5,768                 0
   Repayments under long term debt agreement...................................             0              (217)
   Proceeds from sale of Preferred Stock.......................................         1,800             1,800
   Proceeds from sale of Common Stock, (net of receivable of $8,975 at                    489             4,193
                                                                                   ----------        ----------
   Net cash provided by financing activities...................................        15,418             5,776
                                                                                   ----------        ----------

 Net increase in cash and cash equivalents.....................................           328             2,707
 Cash and cash equivalents at beginning of period..............................           903                63
                                                                                   ----------        ----------
 Cash and cash equivalents at end of period....................................    $    1,231        $    2,770
                                                                                   ==========        ==========


Other cash flow information:
   Cash paid during the period for interest....................................    $       98        $       10


</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (Amounts in thousands, except share and per share amounts)


1.   Basis of Presentation

The consolidated financial statements include the accounts of IJNT.net, Inc. and
its wholly-owned subsidiaries IJNT, Inc., Access Communications,  Inc., Webit of
Utah, Inc., UrJet Backbone Network, Inc., Man Rabbit House Multimedia,  Inc. and
Global Broadband Services, Inc. (collectively,  the "Company").  All significant
intercompany transactions and balances have been eliminated.

The  accompanying  consolidated  balance  sheet at December  31,  1999,  and the
consolidated  statements  of income and of cash flows for the nine fiscal months
ended December 31, 1999 are unaudited.  These  statements  have been prepared on
the same basis as the Company's audited consolidated financial statements and in
the opinion of management  reflect all  adjustments,  which are only of a normal
recurring  nature,  necessary  for  a  fair  presentation  of  the  consolidated
financial  position and results of operations for such periods.  These unaudited
consolidated financial statements should be read in conjunction with the audited
consolidated  financial  statements  included in the Company's  Form 10-KSB/A as
filed with the Securities and Exchange Commission on October 8, 1999.

Certain  reclassifications  have been made to the  fiscal  1998  information  to
conform it to the fiscal 1999 presentation.

2.   Capitalization

The Company was incorporated in the State of Delaware under the name Picometrix,
Inc. on June 11, 1992 and authorized 20,000,000 shares of $0.01 par value common
stock.  On June 30, 1997 the Company  effected a  2.3399365-for-1  share forward
stock split.  The split increased the total  outstanding  shares from 579,600 to
1,356,377.  On  August  8,  1997 the  Company  issued  9,964,286  shares of post
forward-split stock to IJNT.net,  Inc. (formerly known as InterJet Net, Inc. and
IJNT, Inc.) in conjunction with the purchase of all of the outstanding  stock of
IJNT,  Inc. On November 15, 1999, an amendment to the Articles of  Incorporation
was  approved by the Board of  Directors  to increase  the number of  authorized
shares of Common Stock to 50,000,000.

Over the past two years, the Company has entered into various private  placement
offerings as well as offerings  under  Regulations D and S of the Securities and
Exchange Act of 1933.

On  December  4, 1998,  the  Company  entered  into an  Agreement  with  private
investors (the "Investors")  whereby the Investors purchased 2,000 shares of the
Company's  Preferred  Series  A Stock  (the  "Preferred  Stock")  for a price of
$1,800.  In May 1999,  the Agreement was amended to include an additional  2,000
shares of Preferred  Stock,  which netted an  additional  $1,800 to the Company.
Through  December 31, 1999,  1,590 shares of Preferred Stock have been converted
to  770,228  shares  of Common  Stock.  A  dividend  of 8% per year  accrues  on
unconverted  Preferred  Shares  held  by  the  Investors.  Under  terms  of  the
Agreement,  the  Investors  have the right to convert  the  Preferred  Shares to
Common Stock at a 20% discount  from the average  closing price of the Company's
Common Stock for the five days  immediately  preceding a request for conversion.
The Company can require the Investors to purchase additional shares of Preferred
Stock based on the market price and average daily volume of the Company's Common
Stock. The maximum total investment that can be made by the Investors under this
Agreement is $10,000.

3.   Earnings Per Share Disclosure

Basic  earnings per share is computed by dividing  income or loss  applicable to
common  shareholders  by the weighted  average number of shares of the Company's
Common Stock,  after giving  consideration  to shares subject to repurchase that
are outstanding during the period.

Diluted  earnings per share is determined  in the same manner as basic  earnings
per share  except that the number of shares is  increased  assuming  exercise of
dilutive  stock options and warrants  using the treasury  stock  method.  Shares
issuable upon conversion of Preferred Stock and upon the exercise of outstanding
warrants  totaling  1,279,032  and  100,000 as of  December  31,  1999 and 1998,
respectively,  have been excluded from the computation  since their effect would
be antidilutive.


<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (Amounts in thousands, except share and per share amounts)

4.   Related Party Transactions

Some of the officers and directors of the Company are involved in other business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities.  If a  specific  business  opportunity  becomes  available,  such
persons may face a conflict in selecting  between the Company and their business
interests.  The Company has not  formulated a policy for the  resolution of such
conflicts,  except that the Company has adopted a policy that its executives are
not  permitted to accept  positions  to serve as  directors of any  organization
which does business with the Company without the prior approval of the Company's
CEO.

5.    Income Taxes

The Company has  available  at  December  31,  1999,  net  operating  loss carry
forwards of  approximately  $17.6 million which may provide  future tax benefits
expiring in December of 2011.

6.   Warrants or Options to Purchase Common Stock

At December 31, 1999,  there were warrants or options to purchase  shares of the
Company's  Common Stock as shown in the table below.  The warrant  issued on May
31, 1998 relates to a contract which the Company  believes was canceled prior to
December  31,  1999.  Since  the  warrants  were  not  exercised  prior  to  the
cancellation  date,  the  Company  believes  the  warrant  is  not  exercisable,
therefore  the  Company is  involved in legal  discussions  with this  investor.
Additionally, and as described in Note 2 above, the outstanding Preferred Series
A Stock is convertible into shares of Common Stock in the Company.

                  Date of Grant         Number of Shares       Exercise Price
                  -------------         -----------------      --------------
                  May 31, 1998                 100,000             $ 4.00
                  May 26, 1999                  25,000             $ 3.24
                  May 26, 1999                  25,000             $ 3.24
                  July 16, 1999                 75,000             $ 2.50
                  July 30, 1999                492,094             $ 4.97
                  December 31, 1999              1,000             $ 1.95
                  December 31, 1999            560,938             $ 9.88
                                              --------
                  Total                      1,279,032
                                             =========

7.  Debt

On July 30, 1999,  the Company  entered  into a Master  Purchase  Agreement  and
secured  line  of  credit  agreement  (the  "Agreement")  with  Nortel  Networks
("Nortel"),   a  Canadian   corporation  that  manufactures   telecommunications
equipment.  The Agreement  provides for aggregate  borrowings  totaling $44,000.
Under terms of the  Agreement,  Nortel will  provide the Company  with $7,000 in
operating  capital,  to be repaid from future public equity  fundraising  by the
Company.  Interest  expense on the outstanding  borrowings  under this operating
capital line of credit accrues and is  capitalized  monthly at a rate of 13% per
annum. The operating capital line of credit and all capitalized  interest is due
in full on July 30,  2000.  As of  December  31,  1999,  the  Company had $7,361
outstanding  under the operating capital line of credit,  including  capitalized
interest of $361.

The  Agreement  also extends a $37,000 line of credit to the Company to purchase
goods and services  from Nortel over the next two years for the build-out of the
Company's DSL network.  Of this amount,  $5,660 was  outstanding at December 31,
1999.  This  amount  was  used by the  Company  to  purchase  a  Nortel  DMS-500
telecommunications  switch  that was  installed  at the  Company's  Los  Angeles
facility.  This  loan has a draw  period of  fifteen  months  from the  original
closing  date of July 30, 1999,  which  expires  December 30, 2001.  Interest on
outstanding amounts accrues and is capitalized monthly during the draw period at
the rate of either  LIBOR plus  4.75% or the base rate plus 3.75% per annum.  No
interest  was  accrued  during  the third  quarter  since  the  funds  were only
outstanding for the last two days of the quarter. After the draw period expires,
interest is payable  monthly in arrears.  The  principal  is payable  over three
years in 12 equal  quarterly  installments  beginning  after the end of the draw
period.

8.  Private Offering

On December  31, 1999 the  Company  entered  into a Common  Stock  Purchase  and
Subscription  Agreement  by and between  IJNT.net,  Inc.  and a group of private
investors for a private  offering of securities (the  "Offering") on January 11,
2000. In the Offering,  the Company issued 2,243,750 shares of Common Stock at a
price of $4.00  per  share,  for a total  purchase  price of $9.0  million,  and
warrants to purchase an additional 560,938 shares of Common Stock.

The shares and warrants  were issued in reliance on the  exemption  registration
provided  under  Regulation D and in section 4(2) of the Securities Act of 1933,
as amended.

<PAGE>



ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  CONSOLIDATED  FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

In addition to  historical  information,  management's  discussion  and analysis
includes  certain  forward-looking  statements,  including,  but not limited to,
those  related  to the growth  and  strategies,  future  operating  results  and
financial  position  as well as  economic  and  market  events and trends of the
Company.  All  forward-looking  statements  made by the Company,  including such
statements  herein,  include material risks and uncertainties and are subject to
change  based on factors  beyond the control of the  Company.  Accordingly,  the
Company's  actual results and financial  position could differ  materially  from
those  expressed  or implied  in any  forward-looking  statement  as a result of
various factors, including without limitation factors described in the Company's
filings with the Securities and Exchange  Commission  regarding  risks affecting
the Company's financial conditions and results of operations.

Overview

The  majority of the  Company's  revenues  were  derived  from its  wireless and
dial-up ISP and  international ISP operations under the name of "UrJet Internet"
for the nine months  ending  December 31, 1999 and 1998.  The Company  currently
operates five wireless systems: Salt Lake City, Utah (launched in January 1998);
Beaumont, Texas (launched in March 1998 - currently this system is only offering
dial-up services); Houston, Texas (a dial-up ISP was acquired in January of 1998
and  wireless  services  commenced  after the end of the March 31,  1999  fiscal
year);  San  Francisco  Bay Area,  California  (acquired in January  1999);  and
Irvine/Orange  County,  California (wireless services commenced after the end of
the March 31, 1999 fiscal year).

UrJet Backbone  Network ("UBN") was formed in the last calendar  quarter of 1998
to  deploy  fiber  backbone  connectivity  and a variety  of  telecommunications
carrier services to business and residential customers.  Once fully operational,
UBN  will  compete   with  local   telephone   companies   to  deliver   various
telecommunication  services to customers.  Competitive  Local  Exchange  Carrier
(CLEC)  registration  has been  obtained in Texas and  California as of February
2000.  UBN  installed a Nortel DMS 500 switch in its Los Angeles  facility as of
December 31, 1999 and  customer  trials began in January  2000.  Currently,  UBN
provides  telecommunications  services to a limited  customer  base  through its
fiber backbone in such markets as Los Angeles, San Francisco, and Orange County,
California. UBN also has rights to fiber routes and  co-location/interconnection
facilities in 13 major cities across the United States.

The Man Rabbit House Multimedia  ("MRHM")  subsidiary provides high-end web site
design and development for a diverse range of clients.

Results of operations

Total  revenues  increased  89% or $0.3  million to $0.8  million  for the three
months  ending  December  31, 1999  compared to revenues of $0.4 million for the
three months ending  December 31, 1998.  Total  revenues  increased 191% or $1.9
million to $2.8 million for the nine months ending December 31, 1999 compared to
revenues of $1.0  million for the nine months  ending  December  31,  1998.  The
increase  in revenue was a result of the  Company's  expansion  of its  existing
markets, the launching of additional markets and acquisitions.

During the month of December,  1999 the Company adjusted revenue  contributed by
the MRHM  subsidiary  by $0.3  million  due to the  reconciliation  of  accounts
receivable  resulting from a conversion from a modified cash basis of accounting
to the  accrual  basis.  This change was  necessary  to be  consistent  with all
subsidiaries of the Company.

The Company incurred network expenses totaling $1.1 million for the three months
ended  December  31, 1999  compared to $0.1  million for the three  months ended
December 31, 1998, an increase of 872%. The Company  incurred  network  expenses
totaling  $2.4 million for the nine months ended  December 31, 1999  compared to
$0.3 million for the nine months ended  December 31, 1998,  an increase of 798%.
The increase is due to significant network development costs incurred to install
and test telecommunications equipment. These activities were not taking place in
the prior year. It is anticipated that these costs will continue to increase for
the  foreseeable  future,  although  the Company  plans to  generate  additional
revenue to offset such costs.

<PAGE>


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  CONSOLIDATED  FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (continued)

The Company incurred total selling, general and administrative expenses ("SG&A")
of $4.6 million for the three months  ending  December 31, 1999,  compared  with
$1.3 million for the three months ended  December 31, 1998,  or 583% and 310% of
revenue,  respectively. The Company incurred total SG&A expenses of $9.1 million
for the nine months ending December 31, 1999, compared with $3.3 million for the
nine months ended December 31, 1998, or 321% and 343% of revenue,  respectively.
The  increase  is due to growth in  headcount  in all  areas of the  Company  to
support its growth  objectives,  continued  expansion of the sales and marketing
efforts, professional fees and the increases in operating costs of the Company's
nine offices  throughout the United States.  In addition,  during December 1999,
the Company  recognized  $0.5 million in costs  relating to the  acquisition  of
Access Communications, which took place in the prior fiscal year, representing a
write-down of various accounts receivable as well as frequency licenses to their
net realizable values.

The Company incurred  interest expense of $0.5 million in the three months ended
December 31,  1999.  Of this  amount,  $0.4  million was accrued  related to the
agreement with Nortel Networks.  See further discussion of this agreement in the
Liquidity section.

The  Company   currently  has  net  operating   loss   carryforwards   equal  to
approximately  $17.6  million.  The Company has not  recognized  any of this tax
benefit as an asset due to the uncertainty of future income.

The  Company  incurred a net loss of $6.5  million  for the three  months  ended
December 31,  1999,  compared to a net loss of $1.1 million for the three months
ended  December 31, 1998.  The Company  incurred a loss of $10.1 million for the
nine months ended December 31, 1999,  compared to a net loss of $2.8 million for
the nine months  ended  December  31,  1998.  The  Company  plans to continue to
increase revenues and gross profit in the upcoming fiscal year while controlling
the growth of SG&A  expenses.  The Company does not  anticipate  generating  net
income in the near future, although a decrease in the net loss is expected.

Liquidity and Capital Resources

Cash used in operating  activities  was $7.0 million for the nine fiscal  months
ended  December  31, 1999  compared to $1.5  million for the nine fiscal  months
ended December 31, 1998. Cash was impacted primarily by the Company's  operating
activities for the nine months ended December 1999.

Cash used for  purchases  of fixed  assets was $8.3  million for the nine fiscal
months ended December 31, 1999 and $0.9 million for the nine fiscal months ended
December 31, 1998. The  expenditures  in fiscal 1999 were  primarily  associated
with the build-out of the DSL network as discussed below.

On July 30, 1999,  the Company  entered  into a Master  Purchase  Agreement  and
secured  line  of  credit  agreement  (the  "Agreement")  with  Nortel  Networks
("Nortel"),   a  Canadian   corporation  that  manufactures   telecommunications
equipment. The Agreement provides for aggregate borrowings totaling $44 million.
Under the terms of the  Agreement,  Nortel  will  provide  the  Company  with $7
million in operating capital, to be repaid from future public equity fundraising
by the  Company.  Interest  expense  on the  outstanding  borrowings  under  the
operating capital line of credit accrues and is capitalized monthly at a rate of
13% per annum. The operating capital line of credit and all capitalized interest
is due in full on July 30, 2000.  As of December 31, 1999,  the Company had $7.4
million  outstanding  under the  operating  capital  line of  credit,  including
capitalized  interest of $0.4 million.  The Agreement also extends a $37 million
line of credit to the Company to purchase  goods and  services  from Nortel over
the next two years for the  build-out  of the  Company's  DSL  network.  Of this
amount,  $5.7 million was outstanding at December 31, 1999. This amount was used
by the Company to purchase a Nortel DMS-500 telecommunications switch, which has
been  installed  at the  Company's  Los Angeles  facility.  This loan has a draw
period of fifteen months from the original  closing date of July 30, 1999, which
expires  December  30,  2001.  Interest on  outstanding  amounts  accrues and is
capitalized  monthly  during  the draw  period at the rate of either  LIBOR plus
4.75% or the base rate plus  3.75% per  annum.  After the draw  period  expires,
interest is payable  monthly in arrears.  The  principal  is payable  over three
years in 12 equal  quarterly  installments  beginning  after the end of the draw
period.


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (continued)

On  December  4, 1998,  the  Company  entered  into an  Agreement  with  private
investors (the "Investors")  whereby the Investors purchased 2,000 shares of the
Company's  Preferred Series A Stock (the "Preferred  Stock") for a price of $1.8
million.  In May of 1999,  the  Agreement  was amended to include an  additional
2,000 shares of Preferred Stock,  which netted an additional $1.8 million to the
Company.  Through  December 31, 1999,  1,590 shares of Preferred Stock have been
converted to 770,228 shares of Common Stock. The Preferred Stock has a par value
of $.01 per share.  A dividend of 8% per year accrues on  unconverted  Preferred
Shares  held by the  Investors.  The  Investors  have the ability to convert the
Preferred  Shares to Common  Stock at a 20%  discount  from the average  closing
price for the five days  immediately  preceding  a request for  conversion.  The
Company can require the  Investors  to purchase  additional  shares of Preferred
Stock based on the market price and average daily volume of shares traded of the
Company's  Common Stock.  The maximum total  investment  that can be made by the
Investors under this Agreement is $10 million.

Year 2000 Issues

Many comoputer systems and other equipment with embedded chips or processors use
only two digits to  represent  the year and may be unable to process  accurately
certain data before, during or after the Year 2000.  Consequently,  business and
governmental  entities  are at risk  for  possible  miscalculations  or  systems
failures causing disruptions in their business operations. Furthermore, the Year
2000 is a leap year,  which may present  additional  issues for computer systems
and other equipment with embedded chips or processors.

The Company  completed an extensive Year 2000  preparation  program during 1999,
with  concentrated  amounts of testing in the last calendar quarter of 1999. The
Company  focused on three  cirtical  areas:  1)  provisioning,  or  delivery  of
services to customers,  2) maintenance,  or sustaining services to customers and
3) network  surveillance,  or monitoring of services  provided to customers.  In
each of these areas, the Company  extensively  tested its operating  systems and
network  equipment,  including  but  not  limited  to,  routers,  switches,  all
interfaces,  machine  protocols,  and routing tables.  No system weaknesses were
revealed  through  testing.  The total  costs to  address  the Year 2000  issues
approximated $0.4 million, which were expensed as incurred.

In addition,  the Company  identified  and  contacted  its material  vendors and
suppliers and  formulated a system to understand  such material  third  parties'
ability to continue  providing  services  and products  after the Year 2000.  No
vendor or supplier weaknesses were detected.

Following the change of the calendar year, the Company exerienced no business or
service  disruptions  associated  with Year 2000  computer  equipment  issues or
issues related to suppliers and vendors.



<PAGE>



                           PART II - OTHER INFORMATION


ITEM 2.  Changes in Securities

On November  15,  1999 one  resolution  was  adopted by consent of the  majority
shareholders of IJNT.NET,  Inc, (the "Company"),  acting pursuant to Section 228
of the  General  Corporation  Law of the  State  of  Delaware.  Pursuant  to the
resolution   the  Company  will  file  an  amendment  to  its   Certificate   of
Incorporation  which will  increase  the number of  authorized  shares of Common
Stock, $.001 par value, from 20,000,000 to 50,000,000 shares.


ITEM 5.  Other Information.

On December  31, 1999 the  Company  entered  into a Common  Stock  Purchase  and
Subscription  Agreement  by and between  IJNT.net,  Inc.  and a group of private
investors  for a private  offering of  securities  on January 11,  2000.  In the
offering the Company issued 2,243,750 shares of Common Stock at a price of $4.00
per share, for a total purchase price of $9.0 million,  and warrants to purchase
an additional 560,938 shares of Common Stock.

The shares and warrants  were issued in reliance on the  exemption  registration
provided  under  Regulation D and in section 4(2) of the Securities Act of 1933,
as amended.

ITEM 6.  Exhibits and Reports on Form 8-K


(1)      Exhibits:

                  27.1     Financial Data Schedule

(2)      Reports on Form 8-K:

                  No reports on Form 8-K were filed in the fiscal  quarter ended
December 31, 1999.

<PAGE>



SIGNATURES

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

Dated:            February 11,2000

                            IJNT.net, Inc.



                            /s/  JON H. MARPLE
                            Jon H. Marple, President, Chairman
                            and Chief Financial Officer



                            /s/  MARY E. BLAKE
                            Mary E. Blake, Vice President and
                            Director