SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
                                 ---------------
                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 2000
                         Commission file number 0-27042


                            AlphaNet Solutions, Inc.
          -------------------------------- --------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         New Jersey                                  22-2554535
-------------------------------            ---------------------------
(State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
 Incorporation or Organization)


7 Ridgedale Avenue, Cedar Knolls, New Jersey               07927
--------------------------------------------               -----
(Address of Principal Executive Offices)                 (Zip Code)

                                 (973) 267-0088
                                 --------------
                         (Registrant's Telephone Number
                              Including Area Code)


       Indicate by check mark whether the Registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

    Yes:  X                                                       No: ___
       ---

       Indicate  the number of shares  outstanding  of each of the  Registrant's
classes of common stock, as of April 28, 2000:

Class                                         Number of Shares Outstanding
-----                                         ----------------------------

Common Stock, $.01 par value                           6,338,193


<PAGE>

<TABLE>
<CAPTION>


                            ALPHANET SOLUTIONS, INC.

                                TABLE OF CONTENTS


<S>     <C>          <C>                                                                                    <C>
PART I.              FINANCIAL INFORMATION

       Item 1.       Financial Statements...................................................................1

                     Consolidated Balance Sheets
                     as of March 31, 2000 (unaudited)
                     and December 31, 1999................................................................. 2

                     Consolidated Statements of Operations
                     for the Three Months Ended
                     March 31, 2000 (unaudited) and March 31, 1999 (unaudited)............................. 3

                     Consolidated Statements of Cash Flows
                     for the Three Months Ended
                     March 31, 2000 (unaudited) and March 31, 1999 (unaudited)............................. 4

                     Notes to Consolidated Financial Statements (unaudited)................................ 5

       Item 2.       Management's Discussion and Analysis of
                     Financial Condition and Results of Operations......................................... 7

       Item 3.       Quantitative and Qualitative Disclosures About Market Risk............................14

PART II.             OTHER INFORMATION.....................................................................15

       Item 5.       Other Information.....................................................................15

       Item 6.       Exhibits and Reports on Form 8-K......................................................15

SIGNATURES.................................................................................................16

</TABLE>

<PAGE>
                                     PART I.

                              FINANCIAL INFORMATION

                          Item 1. Financial Statements



















                                      -1-
<PAGE>

<TABLE>
<CAPTION>


                            ALPHANET SOLUTIONS, INC.
                           CONSOLIDATED BALANCE SHEETS

                        (in thousands, except share data)

                                                                                          March 31,          December 31,
                                                                                            2000                 1999
                                                                                            ----                 ----
                                                                                         (unaudited)
                                      ASSETS
<S>                                                                                     <C>                    <C>
Current assets:
         Cash and cash equivalents.....................................                 $ 21,854               $ 16,485
         Accounts receivable, less allowance for doubtful
            accounts of  $3,289 at March 31, 2000 and December 31, 1999
                                                                                          16,976                 26,700
         Inventory....................................................                     4,204                  2,533
         Deferred income taxes........................................                     2,848                  1,889
         Prepaid expenses and other current assets....................                     1,412                  1,234
         Costs in excess of billings..................................                     1,583                    481
                                                                                          -------                -------
                    Total current assets..............................                    48,877                 49,322

Property and equipment, net...........................................                     4,428                  4,459
Other assets..........................................................                     3,657                  2,240
                                                                                          -------                -------

                    Total assets......................................                  $ 56,962               $ 56,021
                                                                                          =======                =======


                   LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
         Current portion of capital lease obligations.................                  $     20               $     20
         Accounts payable.............................................                     8,604                  7,473
         Accrued expenses.............................................                     4,973                  3,988
                                                                                          -------                -------
                    Total current liabilities.........................                    13,597                 11,481

Advance from principal shareholder....................................                       675                    675
Capital lease obligations.............................................                        26                     31
                                                                                           ------                -------
                     Total liabilities................................                    14,298                 12,187
                                                                                          -------                -------

Shareholders' equity:

         Preferred stock - $0.01 par value; authorized
            3,000,000 shares, none issued..............................                        -                      -
         Common stock - $0.01 par value; authorized
            15,000,000 shares, 6,463,832 and 6,423,399 shares
            issued and outstanding at March 31, 2000 and
            December 31, 1999, respectively............................                       64                     64
         Additional paid-in capital....................................                   34,333                 34,150
         Retained earnings.............................................                    8,987                 10,340
         Treasury stock - at cost; 150,600 shares at March 31, 2000 and
            December 31, 1999..........................................                     (720)                  (720)
                                                                                          -------                 ------

                    Total shareholders' equity.........................                   42,664                 43,834
                                                                                          -------                -------

Total liabilities and shareholders' equity..............................                $ 56,962               $ 56,021
                                                                                          =======                =======

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -2-
<PAGE>

<TABLE>
<CAPTION>

                            ALPHANET SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                   (unaudited)



                                                                   For the Three Months Ended
                                                                             March 31,
                                                                   ----------------------------
                                                                        2000              1999
                                                                        ----              ----
<S>                                                                   <C>               <C>
Net sales:
       Product...........................................             $12,209           $18,692
       Services and support..............................              11,020            11,436
                                                                     --------            ------
                                                                       23,229            30,128

Cost of sales:
       Product...........................................              11,338            16,609
       Services and support..............................               8,241             8,068
                                                                     --------            ------
                                                                       19,579            24,677

Gross profit:
       Product...........................................                 871             2,083
       Services and support..............................               2,779             3,368
                                                                     --------            ------
                                                                        3,650             5,451
Operating expenses:
       Selling, general and administrative...............               5,617             6,302
       Transition costs..................................                 275                 -
                                                                     --------            ------
                                                                        5,892             6,302

Operating loss...........................................              (2,242)             (851)

Other income (expense):
       Interest income, net..............................                 259               159
       nex-i.com loss recognition (see note 3)...........                (335)                -
       Other income, net.................................                   6                90
                                                                     ---------           -------
                                                                          (70)              249
                                                                     ---------           -------
Loss before income taxes.................................              (2,312)             (602)

Benefit for income taxes.................................                (959)             (250)
                                                                     ---------           -------
Net loss.................................................            $ (1,353)           $ (352)
                                                                     =========           =======

Net loss per share:
       Basic.............................................           $   (0.21)           $(0.06)
                                                                    =========           =======
       Diluted...........................................           $   (0.21)           $(0.06)
                                                                    =========           =======

Shares used to compute net loss per share:
       Basic.............................................               6,299             6,236
                                                                    ---------           -------
       Diluted...........................................               6,299             6,236
                                                                    ---------           -------

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -3-
<PAGE>

<TABLE>
<CAPTION>

                            ALPHANET SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
                                                                                            For the Three Months Ended
                                                                                                      March 31,
                                                                                                    2000         1999
                                                                                                    ----         ----
<S>                                                                                              <C>         <C>
Cash flows from operating activities:

     Net loss ................................................................................   $ (1,353)   $   (352)
     Adjustments to reconcile net loss to net cash
            provided by operating activities:
           Depreciation and amortization .....................................................        632         663
           nex-i.com loss recognition (see note 3)............................................        335          --
           Deferred income taxes .............................................................       (959)         --
           Cash (used by) provided by changes in:
                 Accounts receivable..........................................................      9,724       3,568
                 Inventories..................................................................     (1,671)     (1,296)
                 Prepaid expenses and other current assets....................................       (178)      1,536
                 Other assets ................................................................          5           2
                 Accounts payable.............................................................      1,131      (1,253)
                 Accrued expenses.............................................................        985        (401)
                 Costs in excess of billings..................................................     (1,102)       (711)
                                                                                                 --------    --------
           Net cash provided by operating activities .........................................      7,549       1,756
                                                                                                 --------    --------

Cash flows from investing activities:
     Property and equipment expenditures .....................................................       (558)       (128)
     Investment in nex-i.com .................................................................     (1,800)         --
                                                                                                 --------    --------
           Net cash used in investing activities .............................................     (2,358)       (128)
                                                                                                 --------    --------

Cash flows from financing activities:
     Net proceeds from sales of common stock .................................................         --          63
     Exercises of stock options ..............................................................        183          15
     Repayment of capital lease obligations ..................................................         (5)         (4)
                                                                                                 --------    --------
           Net cash provided by financing activities .........................................        178          74
                                                                                                 --------    --------

Net increase in cash and cash equivalents ....................................................      5,369       1,702
Cash and cash equivalents, beginning of period ...............................................     16,485      13,377
                                                                                                 --------    --------

Cash and cash equivalents, end of period .....................................................   $ 21,854    $ 15,079
                                                                                                 ========    ========

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -4-
<PAGE>


                            ALPHANET SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 1 - Description of the Business and Basis of Presentation:

      AlphaNet  Solutions,  Inc. (the  "Company") is an  information  technology
professional   services  firm   specializing  in  network   design,   operation,
management, and security. The Company provides services in information security,
network  implementation,   professional  development,  project  management,  and
Internet-related matters.

      The accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
periods. The foregoing financial information reflects all adjustments which are,
in the opinion of management, necessary for a fair presentation of the Company's
financial position, results of operations and cash flows as of the dates and for
the periods  presented.  Certain  information and footnote  disclosure  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have  been  condensed  or  omitted.  These  consolidated
financial  statements  should be read in conjunction with the Company's  audited
financial  statements for the year ended December 31, 1999,  which were included
as part of the  Company's  Annual  Report  on  Form  10-K,  as  filed  with  the
Securities  and  Exchange  Commission.  Certain  prior  year  amounts  have been
reclassified to conform with current year presentation.

      Results for the interim periods are not necessarily  indicative of results
that may be expected for the entire year.


Note 2 - Net Income Per Share:

<TABLE>
<CAPTION>


                        COMPUTATION OF EARNINGS PER SHARE
                    (in thousands, except per share amounts)
                                   (unaudited)

                                                                               For the Three Months Ended
                                                                                         March 31,
                                                                                   2000              1999
                                                                                   ----              ----
<S>                                                                          <C>               <C>
Net loss................................................................     $  (1,353)        $    (352)
                                                                             ==========        ==========
Basic:
   Weighted average number of shares outstanding........................          6,299             6,236
                                                                             ---------         -----------
   Net loss per share...................................................     $   (0.21)        $   (0.06)
                                                                             ==========        ===========
Diluted:
   Weighted average number of shares outstanding........................         6,299             6,236
   Dilutive effects of stock options....................................            --                --
                                                                             ----------        -----------
   Weighted average number of common and
        equivalent shares outstanding ..................................          6,299             6,236
                                                                             ----------        -----------
   Net loss per share...................................................     $    (0.21)       $    (0.06)
                                                                             ==========        ===========

</TABLE>

                                      -5-
<PAGE>

       Options to purchase  769,165  shares and 511,870  shares of the Company's
common stock at weighted average exercise prices of $4.41 and $5.19 per share as
of March 31, 2000 and 1999, respectively, were excluded from the calculations of
diluted earnings per share as their effect would be anti-dilutive.


Note 3 - Investment in nex-i.com:

       On January 14, 2000,  the Company made an  investment of $1.8 million for
3,101,000  shares of Series A  Convertible  Participating  Preferred  Stock in a
privately-held internet company - nex-i.com Inc.  ("nex-i.com").  The investment
represents  approximately  30% of nex-i.com equity on an as converted basis. The
Company  has  recorded a charge to the extent of its  investment  based upon its
proportionate preferred stock funding interest which is currently 78%.

       The Company has entered  into a  strategic  relationship  with  nex-i.com
which  provides  the Company  with a right of first  refusal to perform  certain
services related to nex-i.com's  customers which are routinely  performed by the
Company  for its own  clients.  The  terms  of the  preferred  stock  investment
include,  among other  provisions,  Board of  Directors  representation  for the
Company and the right  (with  certain  restrictions)  to sell the shares back to
nex-i.com  after  January  14,  2006,  subject  to  acceleration  under  certain
circumstances.  Additionally,  the Company has  agreed,  subject to  shareholder
approval at the Company's 2000 Annual Meeting of Shareholders  scheduled for May
19, 2000, or any  adjournment  thereof,  to issue 200,000  common stock purchase
warrants to Fallen Angel Capital,  LLC in consideration for investment  advisory
services  provided  to the  Company  in  connection  with  its  preferred  stock
investment in nex-i.com.

Note 4 - Recently Issued Accounting Standards:

       In December 1999, the  Securities  and Exchange  Commission  issued Staff
Accounting   Bulletin   ("SAB")  No.  101  "Revenue   Recognition  in  Financial
Statements".  This SAB  summarizes  certain of the SEC staff's views in applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  As amended by SAB 101A,  this SAB must be implemented no later than
June 30,  2000.  The  Company  does not expect the  accounting  and  disclosures
discussed in SAB 101 to have a material impact on its financial statements.

Note 5 - Transition Costs:

       Transition  Costs of $275,000 for the first quarter of 2000 include costs
to realign the Company's  workforce and improve its recruiting  and  information
technology infrastructure.

                                      -6-

<PAGE>


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

General
-------

       AlphaNet Solutions,  Inc.  ("AlphaNet  Solutions" or the "Company") is an
information technology ("IT") professional services firm specializing in network
design,  operation,  management,  and security.  Through its Enterprise  Network
Management  Division,  the Company also offers remote network  management,  call
center  support,  and managed  security  services.  The Company's  customers are
primarily  Fortune 1000 and other large and mid-sized  companies  located in the
New  York-to-Philadelphia  corridor.  The  Company  was  formed  in  1984  as an
authorized  reseller of computer  hardware and software product and, since 1990,
has been  developing and offering  related IT services.  In the first quarter of
2000, net product sales were 52.6% and services and support revenue was 47.4% of
the Company's net sales. During the same period, gross profit from product sales
was 23.9% and gross profit from  services  and support  revenue was 76.1% of the
Company's total gross profit.

       During the first quarter of 2000, the Company's total net sales decreased
by  22.9%  from the  comparable  period  in 1999.  This  decline  was  primarily
attributable  to a  reduction  in product  sales of $6.5  million  and  services
revenue  of  $416,000.  The  Company  continues  to  focus  on the  strategy  of
transitioning  from primarily a reseller of product to a  professional  services
Company. See "Results of Operations" on pages 11-12.

       The Company is authorized by many leading  manufacturers  of IT products,
such as  3Com,  Cisco  Systems,  Compaq,  Hewlett-Packard,  IBM,  Intel,  Lucent
Technologies,  Microsoft,  NEC, Nortel Networks,  Novell and Sun Microsystems to
resell their  products  and provide  related  services.  Such  products  include
workstations,  servers,  networking  and  communications  equipment,  enterprise
computing  products,  and application  software.  Through its established vendor
alliances  with major  aggregators  of computer  hardware and  software,  Ingram
Micro,  Inc.  ("Ingram"),   Pinacor,  Inc.,  an  affiliate  of  MicroAge,   Inc.
("Pinacor"),  and Tech Data Corporation  ("Tech Data"), the Company provides its
customers with competitive  pricing and such value-added  services as electronic
product ordering, product configuration,  testing, warehousing and delivery. The
Company's  relationship  with Pinacor  commenced in 1984 and, as customer demand
for IT products grew, the Company  initiated its  relationships  with Ingram and
Tech  Data in 1994.  In  general,  the  Company  orders IT  products,  including
workstations,   servers,   enterprise   computing   products,   networking   and
communications  equipment,  and application software from such aggregators on an
as-needed basis, thereby reducing the Company's need to carry large inventories.
During the three months ended March 31, 2000, the Company acquired approximately
48.9%,  3.6% and 21.3% of its products for resale from Ingram,  Pinacor and Tech
Data, respectively.

      Except for the MTA Contract  entered into in December  1997,  there are no
ongoing written  commitments by customers to purchase products from the Company,
and all product sales are made on a  purchase-order  basis. As the market for IT
products  has  matured,  price  competition  has  intensified  and is  likely to
continue  to  intensify.  During the three  months  ended  March 31,  2000,  the
Company's  gross  profits,  margins and  results of  operations  were  adversely
affected  by  such  continued  product  pricing  pressure  and by a  significant
reduction in product purchase orders from the Company's customers.  In addition,
the  Company's  gross  profits,  margins  and  results  of  operations  could be
adversely affected by a disruption in the Company's sources of product supply.

                                      -7-
<PAGE>

      The Company offers enterprise network  management,  information  security,
Internet-related,   eMobile  Solutions,  application  development,  professional
development,  help desk, and workstation support services.  Services and support
revenue is  recognized  as such  services are  performed.  Most of the Company's
services are billed on a  time-and-materials  basis. The Company's  professional
development  and services are fee-based on a per-course  basis.  Generally,  the
Company's  service  arrangements  with its  customers  may be terminated by such
customers with limited advance notice and without significant  penalty. The most
significant cost relating to the services component of the Company's business is
personnel  costs  which  consist  of  salaries,   benefits  and  payroll-related
expenses.  Thus, the financial  performance of the Company's service business is
based  primarily upon billing margins  (billable  hourly rates less the costs to
the Company of such service  personnel on an hourly basis) and utilization rates
(billable  hours  divided by paid  hours).  The future  success of the  services
component of the  Company's  business will depend in large part upon its ability
to maintain high utilization rates at profitable  billing margins and to attract
and retain these personnel.  The competition for quality technical personnel has
continued to intensify  resulting in increased  personnel  costs for the Company
and many other IT service  providers.  This intense  competition  has caused the
Company's billing margins to be lower than they might otherwise have been.

      The Company may receive  manufacturer  rebates  resulting  from  equipment
sales. In addition,  the Company  receives volume discounts and other incentives
from  certain of its  suppliers.  Except  for  products  in transit or  products
awaiting  configuration at a Company  facility,  the Company  generally does not
maintain large inventory balances.  The Company's primary vendors have announced
or  instituted  changes  in their  price  protection  and  inventory  management
programs  as a direct  result of  changes  in such  policies  by  manufacturers.
Specifically,  they have announced that they will (i) limit price  protection to
that provided by the manufacturer,  generally less than 30 days, rather than the
unlimited protection  previously  available;  and (ii) restrict product returns,
other than defective  returns,  to a percentage (the percentage varies depending
on the  vendor  and when the  return  is made) of  product  purchased,  during a
defined period, at the lower of the invoiced price or the current price, subject
to the specific  manufacturer's  requirements and  restrictions.  At the present
time,  the Company does not believe  these  changes in the vendor  policies will
have a  material  impact on its  business.  Other  than  changes  in such  price
protection and return policies, the Company is unaware that any of its suppliers
or manufacturers have changed or intend to further change these programs.  There
can be no  assurances  that any  such  rebates,  discounts  or  incentives  will
continue  at  historical  levels,  if  at  all.  Further  adverse  modification,
restriction or reduction in such programs  could have a material  adverse effect
on the Company's financial position, results of operations, and cash flows.

      The  Company  believes  that  its  ability  to  provide  a broad  range of
technical  services,  coupled with its  traditional  strength in satisfying  its
customers' IT product  requirements and its long-term  relationships  with large
clients,  positions the Company to grow the services  component of its business.
As such,  the Company  anticipates  that an  increasing  percentage of its gross
profits in the future will be derived from the services and support component of
its  business.  During the three months ended March 31, 2000,  services  revenue
accounted for  approximately  76.1% of the Company's  total gross profit in this
period.  The Company believes that, as a single-source  provider of IT products,
services and support, it is able to earn margins higher than it would earn if it
sold products only.

                                      -8-
<PAGE>

     The Company's net sales, gross profit, operating income and net income have
varied  substantially from quarter to quarter and are expected to continue to do
so in the  future.  Many  factors,  some of which are not within  the  Company's
control,  have  contributed and may in the future  contribute to fluctuations in
operating results. These factors include: the short-term nature of the Company's
customers' commitments;  patterns of capital spending by customers;  the timing,
size, and mix of product and service orders and deliveries;  the timing and size
of new projects;  pricing  changes in response to various  competitive  factors;
market factors  affecting the  availability  of qualified  technical  personnel;
timing and customer acceptance of new product and service offerings;  changes in
trends  affecting  outsourcing of IT services;  disruption in sources of supply;
changes in product,  personnel,  and other  operating  costs;  and  industry and
general economic  conditions.  Operating results have been and may in the future
also be  affected  by the  cost,  timing  and  other  effects  of  acquisitions,
including  the mix of  revenues  of acquired  companies.  The Company  believes,
therefore,  that past operating results and period-to-period  comparisons should
not be relied upon as an indication of future operating performance.

      The Company's operating results have been and will continue to be impacted
by changes in technical  personnel  billing and utilization  rates.  Many of the
Company's  costs,  particularly  costs  associated  with  services  and  support
revenue,  such as  administrative  support  personnel and facilities  costs, are
primarily  fixed  costs.  The  Company's  expense  levels  are  based in part on
expectations of future revenues. Technical personnel utilization rates have been
and are expected to continue to be adversely  affected  during  periods of rapid
and concentrated hiring.  Depending upon the availability of qualified technical
personnel,  during  periods of rapid  growth the Company has utilized and in the
future is likely to utilize contract  personnel,  which adversely  affects gross
margins. If the Company successfully  expands its service offerings,  periods of
variability in utilization  may continue to occur.  In addition,  the Company is
likely to incur greater technical training costs during such periods.

      In December  1997,  the Company  entered into a four-year,  $20.4  million
contract  with the MTA to  furnish  and  install  local and  wide-area  computer
network components including network and telecommunications  hardware,  software
and cabling  throughout  the MTA's over 200 locations.  The aggregate  amount of
this contract was  subsequently  increased to $20.6 million.  The Company is the
prime  contractor  on this project and is  responsible  for project  management,
systems  procurement,  and  installation.  The  work is  grouped  in  contiguous
locations and payment is predicated upon achieving specific milestone events. In
the event of default, in addition to all other remedies at law, the MTA reserves
the right to terminate the services of the Company and complete the MTA Contract
itself at the Company's  cost.  In the event of unexcused  delay by the Company,
the Company may be obligated to pay, as liquidated  damages,  the sum of $100 to
$200 per day. While the Company is currently  performing in accordance  with the
contract  terms,  there can be no  assurance  that any such events of default or
unexcused delays would not occur. In addition,  the MTA Contract is a fixed unit
price  contract,  and the  quantities  are  approximate,  for  which the MTA has
expressly  reserved the right,  for each item, to direct the amount of equipment
be increased,  decreased, or omitted entirely on 30 days notice. The MTA has the
right to suspend the work on 10 days  notice for up to 90 days and/or  terminate
the contract,  at any time, on notice, paying only for the work performed to the
date of  termination.  The  project is subject to the  prevailing  wage rate and
classification  for  telecommunications  workers,  managed  by the New York City
Controller's  office,  over  which  the  Company  has no  control,  and which is
generally adjusted in June of each year and may be so adjusted in the future.

                                      -9-
<PAGE>

       The Company has performed services and supplied products to the MTA since
the inception of the MTA Contract.  The work  performed to date at MTA sites has
required greater than originally estimated labor and other costs to complete. In
May 1999,  the  Company  submitted  a formal  request  to the MTA for  equitable
adjustment in the amount of approximately $1.5 million and for a time extension.
This request was  supplemented  with a further  submission  in October  1999. In
January  2000,  the Project  Manager for the MTA Contract  denied the  Company's
request, thereby triggering the Company's right under the contract to appeal the
Project Manager's denial to the MTA's Dispute Resolution Office (the "DRO"). The
Company filed its Notice of Appeal with the DRO in February  2000,  and pursuant
to the DRO's request,  filed a further written  submission with the DRO on March
23,  2000.  It is not yet known  when or how the DRO will rule on the  Company's
appeal.  Under the terms of the MTA Contract,  the Company is entitled to appeal
any adverse  determination  of the DRO to the trial-level  court in the State of
New York.  The  Company  believes  that its  request  for  equitable  adjustment
constitutes a valid claim under the MTA Contract.  There can be no assurance the
MTA will approve,  either in whole or in part,  any equitable  adjustment in the
contract  amount or terms  requested by the Company.  The Company has  initiated
actions to improve the operating efficiencies and management of this project. No
amounts have been recognized for any relief which may be realized from the claim
for  equitable  adjustment  submitted  to the  MTA.  The  Company  is  currently
recording recording revenues under the MTA Contract equal to costs incurred.  At
March 31, 2000, based upon eligible drawdowns, the MTA project was approximately
47% complete.


Forward-Looking Statements
--------------------------

       Certain  statements  are included in this  Quarterly  Report on Form 10-Q
which are not  historical  and are  "forward-looking,"  and may be identified by
such terms as "expect," "believe," "may," "will," and "intend" or similar terms.
These  forward-looking  statements may include,  without limitation,  statements
regarding the  anticipated  growth in the IT markets,  the  continuation  of the
trends favoring outsourcing of management  information systems ("MIS") functions
by large and mid-sized  companies,  the anticipated growth and higher margins in
the  services  and  support  component  of  our  business,  the  timing  of  the
development and implementation of AlphaNet  Solutions' new service offerings and
the  utilization  of such  services  by our  customers,  and  trends  in  future
operating performance,  and are forward-looking statements within the meaning of
The  Private  Securities  Litigation  Reform Act of 1995.  Such  forward-looking
statements include risks and uncertainties,  including,  but not limited to: (i)
the  substantial  variability  of our quarterly  operating  results  caused by a
variety of factors, some of which are not within our control,  including (a) the
short-term  nature  of our  customers'  commitments,  (b)  patterns  of  capital
spending by our customers,  (c) the timing,  size and mix of product and service
orders and  deliveries,  (d) the timing and size of new  projects,  (e)  pricing
changes in response to various competitive factors, (f) market factors affecting
the availability of qualified technical  personnel,  (g) the timing and customer
acceptance of new product and service offerings, (h) changes in trends affecting
outsourcing of IT services,  (i) disruption in sources of supply, (j) changes in
product,  personnel  and other  operating  costs,  and (k)  industry and general
economic conditions; (ii) changes in technical personnel billing and utilization
rates  which are likely to be  adversely  affected  during  periods of rapid and
concentrated  hiring;  (iii) the  intense  competition  in the  markets  for our
products and services;  (iv) our ability to effectively  manage our growth which
will require us to continue developing and improving our operational,  financial
and other internal systems;  (v) the ability to develop,  market,  provide,  and
achieve  market  acceptance  of  new  service  offerings  to  new  and  existing
customers;  (vi) our  ability to  attract,  hire,  train,  and retain  qualified
technical personnel in an increasingly competitive market; (vii) our substantial
reliance  on a  concentrated  number  of  key  customers;  (viii)  uncertainties
relating to potential acquisitions,  if any, made by AlphaNet Solutions, such as
our ability to integrate  acquired  operations  and to retain key  customers and
personnel  of the  acquired  business;  and (ix) our  reliance on the  continued
services  of  key   executive   officers  and   salespersons.   Such  risks  and
uncertainties may cause our actual results to differ materially from the results
discussed in the forward-looking statements contained herein.

                                      -10-
<PAGE>

Results of Operations
---------------------

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

       Net  Sales.  Net sales  decreased  by 22.9%,  or $6.9  million,  to $23.2
million for the first  quarter of 2000 from $30.1  million for the first quarter
of 1999.  The Company has  continued to focus on the  strategy of  transitioning
AlphaNet  Solutions  from  primarily  a reseller  of  product to a  professional
services  company.  As a result of this  transition,  product sales decreased by
34.7%,  or $6.5  million,  to $12.2  million for the first  quarter of 2000 from
$18.7  million  for the first  quarter of 1999.  Services  and  support  revenue
decreased by 3.6%,  or $416,000,  to $11.0 million for the first quarter of 2000
from $11.4 million for the first quarter of 1999. Many of the services performed
by the Company in prior years such as desktop  support  services,  configuration
and  installation  were performed to support the product  sales.  As the overall
product  business  declines,  this type of service  revenue also  declines.  The
Company is now focusing on providing  services and support that are  independent
of product sales such as security,  training,  and network  operations  support.
Also  contributing to reduced services and support revenue for the first quarter
of 2000 is a general slowdown in IT spending as Y2K projects were completed.

       Gross Profit.  Gross profit decreased by 33.0%, or $1.8 million,  to $3.7
million for the first quarter of 2000 from $5.5 million for the first quarter of
1999.  Measured as a percentage of net sales, the Company's overall gross profit
margin  decreased to 15.7% of net sales for the first quarter of 2000 from 18.1%
for the first  quarter of 1999.  Gross  profit  attributable  to  product  sales
decreased by 58.2%,  or $1.2 million,  to $871,000 for the first quarter of 2000
from $2.1 million for the first quarter of 1999. Measured as a percentage of net
sales, product gross profit decreased to 7.1% for the first quarter of 2000 from
11.1% for the first  quarter of 1999.  This  decline in product  gross profit is
primarily  due to downward  pricing  pressure  on product  sales.  Gross  profit
attributable to services and support  decreased by 17.5%,  or $589,000,  to $2.8
million in the first  quarter of 2000 from $3.4 million for the first quarter of
1999.  Measured as a percentage  of net sales,  gross  profit from  services and
support  decreased  to 25.2% for the first  quarter  of 2000 from  29.5% for the
first  quarter of 1999.  This  decrease  is  primarily  due to the loss of gross
profit from the Company's  discontinued  staffing  division and telecom division
and a reduction in manufacturer  credits received for warranty repairs performed
by the Company.

       Selling,  General  and  Administrative  Expenses.  Selling,  general  and
administrative expenses decreased by 10.9%, or $685,000, to $5.6 million for the
first  quarter of 2000 from $6.3  million  for the first  quarter of 1999.  This
decrease is primarily  attributable to reduced personnel and facilities  related
costs  partially  offset by increased  marketing and  advertising  expenditures,
increased recruiting costs for technical personnel,  and increased  professional
services costs.

                                      -11-
<PAGE>
      Transition  costs.  Transition  costs of $275,000 for the first quarter of
2000 include costs to realign the Company's workforce and improve its recruiting
and information technology infrastructure.

       Interest  income,  net.  Interest  income,  net  increased  by 62.9%,  or
$100,000,  to $259,000 for the first  quarter of 2000 from $159,000 in the first
quarter of 1999.  This increase is primarily  due to a $4.9 million  increase in
the average cash balance maintained by the Company during the current quarter.

      nex-i.com.  On January 14, 2000,  the Company made an  investment  of $1.8
million for  3,101,000  shares of Series A Convertible  Participating  Preferred
Stock in a private  internet  start-up - nex-i.com.  The  investment  represents
approximately  30% of nex-i.com  equity on an as converted  basis. The nex-i.com
series A financing represents substantially all of the current funding available
to support nex-i.com's operations and cash flow requirements.  Accordingly,  the
Company  has  recorded  a charge to the extent of its  proportionate  investment
based upon its preferred  stock  funding  interest  which is currently  78%. The
Company  recorded a first  quarter  2000  charge of  $335,000  relating  to this
investment.

       Benefit for income  taxes.  The benefit for income  taxes for the quarter
ended March 31, 2000 was $959,000. An income tax benefit was recorded at a 41.5%
effective tax rate in 2000. In 1999,  the benefit for income taxes was $250,000,
which was also based upon a 41.5% effective tax rate.

Recently Issued Accounting Standards
------------------------------------

       In December 1999, the  Securities  and Exchange  Commission  issued Staff
Accounting   Bulletin   ("SAB")  No.  101  "Revenue   Recognition  in  Financial
Statements".  This SAB  summarizes  certain of the SEC staff's views in applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  As amended by SAB 101A,  this SAB must be implemented no later than
June 30,  2000.  The  Company  does not expect the  accounting  and  disclosures
discussed in SAB 101 to have a material impact on its financial statements.

Liquidity and Capital Resources
-------------------------------

       Cash and cash  equivalents at March 31, 2000 increased by 32.6%,  or $5.4
million,  to $21.9  million from $16.5  million at December  31,  1999.  Working
capital at March 31,  2000 was $35.3  million as  compared  to $37.8  million at
December 31, 1999  representing a decrease of $2.6 million or 6.8%. The increase
in cash was  primarily  due to increases in cash  provided by operations of $7.5
million and cash provided by financing activities of $178,000 which is partially
offset by cash used in investing activities of $2.4 million.

       Since its inception, the Company has funded its operations primarily from
cash generated by operations,  as well as with funds from  borrowings  under the
Company's  credit  facilities  and the net proceeds  from the  Company's  public
offerings.

       Cash provided by operating activities primarily resulted from collections
of accounts  receivable  of  approximately  $9.7  million,  increases in accrued
expenses of $1.0  million,  and  increases in accounts  payable of $1.1 million,
partially  offset by a $1.7 million  increase in  inventory,  costs in excess of
billings for the MTA project of $1.1 million and the net loss for the quarter of
$1.4  million.  The  Company's  days sales  outstanding  in accounts  receivable
decreased from 69 days at December 31, 1999 to 64 days at March 31, 2000.

       Cash used in investing  activities  related to the Company's $1.8 million
investment  in  nex-i.com  and capital  expenditures  of  $558,000.  The capital
expenditures were primarily for the purchase of computer  equipment and software
used by the Company.

                                      -12-
<PAGE>

       Cash provided by financing  activities of $178,000  primarily  relates to
the proceeds from the exercise of employee stock options and employee  purchases
of Company stock.

       On June 30, 1997,  the Company and the Bank  executed a Loan and Security
Agreement  whereby the Bank expanded the Company's credit facility to enable the
Company to borrow, based upon eligible accounts receivable,  up to $15.0 million
for short-term  working capital purposes.  Such facility includes a $2.5 million
sublimit  for  letters of credit and a $5.0  million  sublimit  for  acquisition
advances.  Under the  facility,  the  Company  may  borrow,  subject  to certain
post-closing  conditions and covenants by the Company,  (i) for working  capital
purposes,  at the Bank's  prime rate less 0.50% or LIBOR plus 1.25% and (ii) for
acquisitions,  at the Bank's  prime rate less  0.25% or LIBOR  plus  1.50%.  The
Company's obligations under such facility are collateralized by a first priority
lien on the Company's  accounts  receivable and inventory,  except for inventory
for which the Bank has or will have  subordinated  its position to certain other
lenders pursuant to intercreditor agreements. On September 30, 1998, the Company
and the Bank entered into an amendment to the  aforementioned  Loan and Security
Agreement,  whereby the Bank  extended  the  Company's  credit  facility  for an
additional  year through  September  30, 1999.  Effective  October 1, 1999,  the
Company and the Bank extended the Company's credit facility on substantially the
same terms and  conditions  for an interim  period  ending  December  31,  1999.
Effective  January 1, 2000,  the Company  and the Bank  extended  the  Company's
credit facility for an additional year ending December 31, 2000 on substantially
similar terms;  however, the Bank has provided $2.0 million of the $15.0 million
credit  line to the  Company on an  uncollateralized  basis.  Under this  credit
facility,  the Company is required to maintain a minimum  fixed charge  coverage
ratio, and a total liabilities to net worth ratio. At March 31, 2000, no amounts
were outstanding under the credit facility.

       The Company's  Employee Stock Purchase Plan was approved by the Company's
shareholders in May 1998.  During 1998,  80,888 shares of common stock were sold
to employees  under the plan for  approximately  $509,000,  an average  price of
$6.29 per share.  During 1999,  employees  purchased an additional 49,691 shares
under the plan for approximately  $177,000, an average price of $3.54 per share.
During the three months ended March 31, 2000,  9,072 shares of common stock were
sold to employees under the plan for approximately  $45,000, an average price of
$4.93 per share. The Company has issued an aggregate of 139,671 shares since the
inception of the Employee  Stock  Purchase Plan at an average price of $5.23 per
share, receiving total proceeds of $730,000.

       The Company  purchases  certain inventory and equipment through financing
arrangements  with Finova Capital  Corporation  and IBM Credit  Corporation.  At
March 31, 2000,  there were outstanding  balances of approximately  $3.4 million
for Finova Capital  Corporation  and  approximately  $1.6 million for IBM Credit
Corporation   under  such   arrangements.   Obligations   under  such  financing
arrangements  are  collateralized  by  substantially  all of the  assets  of the
Company.

       The Company believes that its available funds, together with existing and
anticipated  credit  facilities,  will be  adequate  to satisfy  its current and
planned operations for at least the next 12 months.

       On April 27,  2000,  the Company  entered  into a letter  agreement  with
Fallen Angel Capital, LLC, the general partner of Fallen Angel Equity Fund, LP.,
a Delaware limited  partnership which owns more than 10% of the Company's common
stock and of which Ira Cohen,  a  director  and  nominee  for  re-election  as a
director of the Company,  is a principal.  Under terms of the letter  agreement,
the Company has agreed,  subject to shareholder approval at the Company's Annual
Meeting of Shareholders  scheduled for May 19, 2000, or any adjournment thereof,
to issue  warrants to Fallen Angel  Capital,  LLC to purchase  200,000 shares of
Common  Stock of the  Company  at a  purchase  price of $5.00  per  share  for a
one-year  period   commencing  May  19,  2000  and  ending  May  18,  2001.  The
consideration  for the  issuance  of the  warrants is the  services  provided by
Fallen Angel Capital, LLC in negotiating the business and financial terms of the
Company's   preferred   stock   investment  in  nex-i.com  Inc.,  a  New  Jersey
corporation.  The estimated fair value of  the warrants will be determined as of
the date of shareholder approval using the Black-Scholes option pricing model.

                                      -13-
<PAGE>

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.
-------     -----------------------------------------------------------

       Not applicable.




















                                      -14-
<PAGE>


 PART II. OTHER INFORMATION


Item 5.      Other Information.
-------      ------------------

             Not applicable.

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

(a)    Exhibit.

          10.36    Letter Agreement dated April 27, 2000 by and between Fallen
                   Angel Capital, LLC ("Fallen Angel") and AlphaNet Solutions,
                   Inc. concerning the issuance of Common Stock purchase
                   warrants to Fallen Angel.

           27      Financial Data Schedule

(b)    Reports on Form 8-K.

           No reports on Form 8-K were filed  during the  quarter for which this
           report on Form 10-Q is filed.

                                      -15-
<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.



                               AlphaNet Solutions, Inc.




DATE: May 12, 2000             By: DONALD A. DEIESO
                                   ---------------------------------------------
                                   Donald A. Deieso
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)


DATE:  May 12, 2000            By: WILLIAM S. MEDVE
                                   ---------------------------------------------
                                   William S. Medve
                                   Senior Vice President, Treasurer and
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                      -16-