<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 June 30, 1997
                           Commission File No. 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 Ave., Cedar Knolls, New Jersey                                07927
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                                 (201) 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 June 30, 1997:

           Class                                       Number of Shares
           -----                                       ----------------
Common Stock, $.01 par value                              6,255,360

<PAGE>
                     ALPHANET SOLUTIONS, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS
                                -----------------


PART I.  FINANCIAL INFORMATION ................................................1

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

              Consolidated Balance Sheets as of December 31, 1996 and
              June 30, 1997 (unaudited)........................................2

              Consolidated Statements of Income for the Three Months and
              Six Months Ended June 30, 1996 and 1997 (unaudited)..............3

              Consolidated Statement of Changes in Shareholders' Equity
              for the Six Months Ended June 30, 1997 (unaudited)...............4

              Consolidated Statements of Cash Flows for the Six Months
              Ended June 30, 1996 and 1997 (unaudited).........................5

              Notes to Consolidated Financial Statements (unaudited)...........6

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

              Results of Operations...........................................11

              Liquidity and Capital Resources.................................13

PART II.  OTHER INFORMATION...................................................16

     Item 4.  Submission of Matters to a Vote of Security Holders.............16

     Item 5.  Other Information...............................................16

     Item 6.  Exhibits and Reports on Form 8-K................................18

SIGNATURES....................................................................19


                                      - i -

<PAGE>






                          PART I. FINANCIAL INFORMATION
                          -----------------------------

                          Item 1. Financial Statements







                                     - 1 -
<PAGE>

<TABLE>
<CAPTION>
                     ALPHANET SOLUTIONS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)


                                                      December 31,    June 30,
                                                          1996          1997
                                                      ------------    --------
                                                                     (unaudited)
                                     ASSETS
<S>                                                     <C>           <C>
Current assets:
     Cash and cash equivalents ......................   $ 1,610       $16,721
     Accounts receivable, net .......................    29,848        32,579
     Inventories ....................................     4,809         4,575
     Deferred income tax asset ......................       445           445
     Prepaid expenses and other current assets .......    1,705         1,009
                                                        -------       -------
       Total current assets ..........................   38,417        55,329

Property and equipment, net ..........................    3,856         5,179
Other assets .........................................    1,374         1,197
                                                        -------       -------
       Total assets ..................................  $43,647       $61,705
                                                        =======       =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Current portion of capital lease obligations ....  $   103       $   107
     Accounts payable ................................   17,923        15,640
     Accrued expenses ................................    5,984         6,868
                                                        -------       -------
       Total current liabilities .....................   24,010        22,615

Advance from principal shareholder ...................      675           675
Capital lease obligations ............................       41            --
                                                        -------       -------
       Total liabilities .............................   24,726        23,290
                                                        -------       -------
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, 5,102,900 and 6,255,360
       shares issued and outstanding .................       51            63
     Additional paid-in capital ......................   15,904        33,125
     Retained earnings ...............................    2,966         5,227
                                                        -------       -------
       Total shareholders' equity ....................   18,921        38,415
                                                        -------       -------
       Total liabilities and shareholders' equity ....  $43,647       $61,705
                                                        =======       =======



          See accompanying notes to consolidated financial statements.
</TABLE>

                                     - 2 -
<PAGE>

<TABLE>
<CAPTION>
                                               ALPHANET SOLUTIONS, INC. AND SUBSIDIARY
                                                  CONSOLIDATED STATEMENTS OF INCOME
                                                             (Unaudited)
                                              (in thousands, except per share amounts)


                                                               For the Three Months                   For the Six Months
                                                                  Ended June 30,                        Ended June 30,
                                                           ---------------------------           ----------------------------
                                                             1996               1997               1996                1997
                                                             ----               ----               ----                ----

<S>                                                        <C>                <C>                <C>                <C>
Net sales:
    Product sales ......................................   $ 19,677           $ 31,609           $ 34,868           $ 70,377
    Services and support ...............................      4,568             10,201              8,673             17,934
                                                           --------           --------           --------           --------
                                                             24,245             41,810             43,541             88,311
                                                           --------           --------           --------           --------
Cost of sales:
    Product sales ......................................     17,624             28,003             30,907             62,496
    Services and support ...............................      3,086              6,736              5,695             11,764
                                                           --------           --------           --------           --------
                                                             20,710             34,739             36,602             74,260
                                                           --------           --------           --------           --------

Gross profit ...........................................      3,535              7,071              6,939             14,051
                                                           --------           --------           --------           --------

Operating expenses:
    Selling expenses ...................................      1,513              2,943              2,762              5,861
    General and administrative expenses ................      1,237              2,197              2,413              4,233
                                                           --------           --------           --------           --------
                                                              2,750              5,140              5,175             10,094
                                                           --------           --------           --------           --------

Operating income .......................................        785              1,931              1,764              3,957
                                                           --------           --------           --------           --------

Other income (expense):
    Interest income ....................................        103                 18                120                 21
    Interest expense ...................................        (20)               (85)               (55)              (146)
                                                           --------           --------           --------           --------
                                                                 83                (67)                65               (125)
                                                           --------           --------           --------           --------
Income before income taxes .............................        868              1,864              1,829              3,832
Provision for income taxes .............................        352                764                320              1,571
                                                           --------           --------           --------           --------
Net income .............................................   $    516           $  1,100           $  1,509           $  2,261
                                                           ========           ========           ========           ========

Pro forma data (Note 2):
    Income before income taxes .........................                                         $  1,829
    Provision for income taxes .........................                                              741
                                                                                                 --------
    Net income .........................................                                         $  1,088
                                                                                                 ========
Net income per share ...................................   $   0.10           $   0.20           $   0.24           $   0.42
                                                           ========           ========           ========           ========
Weighted average number
    of common shares and
    common shares equivalent ...........................      5,073              5,476              4,558              5,385
                                                           ========           ========           ========           ========


                                   See accompanying notes to consolidated financial statements.
</TABLE>

                                                        - 3 -
<PAGE>

<TABLE>
<CAPTION>
                                      ALPHANET SOLUTIONS, INC. AND SUBSIDIARY
                             CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                                    (Unaudited)
                                                  (in thousands)

                                                                         Additional
                                          Common        Common Stock      Paid-In         Retained
                                          Shares                          Capital         Earnings        Total
                                         --------       ------------     ----------      ----------     ---------

<S>                                       <C>             <C>            <C>             <C>            <C>
Balance at January 1, 1997..........      5,103           $     51       $  15,904       $   2,966      $  18,921
Sale of Common Stock................      1,150                 12          17,199              --         17,211
Exercises of stock options..........          2                 --              22              --             22
Net income..........................         --                 --              --           2,261          2,261
                                          -----           --------       ---------       ---------      ---------
Balance at June 30, 1997............      6,255           $     63       $  33,125       $   5,227      $  38,415
                                          =====           ========       =========       =========      =========




                            See accompanying notes to consolidated financial statements.
</TABLE>


                                                - 4 -
<PAGE>

<TABLE>
<CAPTION>
                     ALPHANET SOLUTIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

                                                           For the Six Months
                                                             Ended June 30,
                                                          ---------------------
                                                            1996         1997
                                                          --------     --------
<S>                                                       <C>          <C>
Cash flows from operating activities:
   Net income ........................................    $  1,509     $  2,261
   Adjustments to reconcile net income to net cash
    (used in) operating activities:
     Depreciation and amortization ...................         187          721
     Increase (decrease) from changes in:
       Accounts receivable, net ......................      (2,924)      (2,731)
       Inventories ...................................        (940)         234
       Prepaid expenses and other current assets .....      (1,475)         696
       Other assets ..................................         388           51
       Accounts payable and accrued expenses .........       1,387       (1,399)
                                                          --------     --------
     Net cash (used in) operating activities .........      (1,868)        (167)
                                                          --------     --------
Cash flows from investing activities:
   Property and equipment expenditures ...............        (738)      (1,918)
   Receipt of loan repayments - shareholder ..........         413           --
                                                          --------     --------
     Net cash (used in) investing activities .........        (325)      (1,918)
                                                          --------     --------
Cash flows from financing activities:
   Net proceeds from sales of common stock ...........      15,739       17,211
   Exercises of stock options ........................          --           22
   Repayment of long-term debt .......................        (736)          --
   Repayment of capital lease obligations ............         (45)         (37)
   Payment of dividends ..............................      (1,147)          --
   Distribution of S Corporation earnings ............      (6,155)          --
                                                          --------     --------
     Net cash provided by financing activities .......       7,656       17,196
                                                          --------     --------
Net increase in cash and cash equivalents ............       5,463       15,111

Cash and cash equivalents, beginning of period .......       1,223        1,610
                                                          --------     --------
Cash and cash equivalents, end of period .............    $  6,686     $ 16,721
                                                          ========     ========



          See accompanying notes to consolidated financial statements.
</TABLE>



                                     - 5 -
<PAGE>

                     ALPHANET SOLUTIONS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                        (in thousands, except share data)

Note 1 -- Basis of Presentation:

     The  information  presented  for  June  30,  1996  and  1997,  and  for the
three-month and six-month periods then ended, is unaudited,  but, in the opinion
of  AlphaNet  Solutions,  Inc.  (the  "Company"),   the  accompanying  unaudited
consolidated  financial  statements contain all adjustments  (consisting only of
normal recurring adjustments) which the Company considers necessary for the fair
presentation  of the  Company's  financial  position as of June 30, 1997 and the
results of its operations and its cash flows for the  three-month  and six-month
periods  ended June 30, 1996 and 1997.  The  consolidated  financial  statements
included  herein  have been  prepared  in  accordance  with  generally  accepted
accounting  principles  and the  instructions  to Form  10-Q and  Rule  10-01 of
Regulation  S-X.  Accordingly,  certain  information  and  footnote  disclosures
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, 1996,
which were  included as part of the  Company's  Annual  Report on Form 10-K,  as
filed with the Securities and Exchange Commission.

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

     Certain  indirect  costs,  totaling  $734  and  $1,435,   relating  to  the
three-month  and  six-month  periods  ended June 30, 1996,  respectively,  which
previously  were  classified  as  costs  of  services  and  support,  have  been
reclassified  to general and  administrative  expenses to conform with  industry
practices.

Note 2 -- Income Taxes:

     Prior to March 19, 1996, the Company, with the consent of its shareholders,
had elected to be taxed under the  Subchapter S of the Internal  Revenue Code as
an S Corporation  for federal income tax purposes.  In lieu of corporate  income
taxes,  the  shareholders of an S Corporation  are taxed on their  proportionate
share of the Company's taxable income. As a result,  the Company was not subject
to federal  income taxes prior to March 19, 1996. The Company had also elected S
Corporation  status  in the  State of New  Jersey.  The  accompanying  financial
statements  include  provisions  for certain  state and local income taxes which
were imposed at the corporate level.

     On March 19, 1996,  the Company  terminated  its status as an S Corporation
and became subject to federal and state income taxes  thereafter at applicable C
Corporation income tax rates.

     For informational  purposes, the accompanying  statements of income for the
six months ended June 30, 1996 include a pro forma  adjustment  for income taxes
which would have been  recorded  if the  Company had not been an S  Corporation,
based on the tax laws in effect during such period.



                                     - 6 -
<PAGE>

                     ALPHANET SOLUTIONS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                        (in thousands, except share data)


Note 3 -- Net Income Per Share:

     Net income per share (pro forma for the six months  ended June 30, 1996) is
computed  using the weighted  average  number of common shares and common shares
equivalent  outstanding during the period.  Common shares equivalent consists of
the  Company's  common  shares  issuable  upon the  exercise  of stock  options.
Pursuant to the  requirements of the Securities and Exchange  Commission,  stock
options issued by the Company during the twelve months immediately preceding the
Company's  initial  public  offering have been included in the weighted  average
number of common shares and common shares equivalent used in computing pro forma
net  income  per  share as if they were  outstanding  for  periods  prior to the
Company's initial public offering using the treasury stock method.

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 128, "Earnings per Share." The Statement is
effective for financial  statements  for periods ending after December 15, 1997,
and changes the method in which earnings per share will be determined.  Adoption
of this  Statement by the Company is not  expected to have a material  impact on
earnings per share.

Note 4 -- Public Offering of Common Stock:

     On June 18, 1997, the Company  consummated a follow-on  public  offering of
2,000,000  shares of its  Common  Stock at a price to the  public of $16.50  per
share, of which 1,150,000 were issued and sold by the Company and 850,000 shares
were sold by certain  selling  shareholders.  The  Company  received  $15.51 per
share,  before  offering  expenses,  resulting in net proceeds of  approximately
$17,211. The Company did not receive any proceeds from the sale of shares by the
selling shareholders.

Note 5 --New Credit Facility:

     On June 30, 1997,  the Company and First Union  National  Bank (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  $15,000  for  short-term  working  capital  purposes.  Such
facility, which matures on June 30, 1998, includes a $2,500 sublimit for letters
of credit and a $5,000 sublimit for acquisition advances. Under the new 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.



                                     - 7 -
<PAGE>

Note 6 --Subsequent Event:

     On August 13, 1997,  the Company  consummated  the  acquisition  of certain
assets and assumed certain  liabilities of The Lande Group,  Inc.  ("Lande"),  a
computer equipment reseller and provider of systems integration services located
in New York City. The Company purchased, among other assets, the entire customer
list, accounts receivable and inventory of Lande for an aggregate purchase price
of up to $1,000,  of which  $750 was paid at closing  and $250 is held in escrow
pending  certain  post-closing  adjustments.  The Company also  assumed  certain
liabilities,  including  certain  trade  debt of  $2,943,  which was paid by the
Company at  closing,  accounts  payable and  accrued  expenses of  approximately
$1,900 and  obligations  under a lease which expires in April 2008, for New York
City office space which will serve as the Company's New York  headquarters.  The
value of the assets  purchased  was  approximately  the same as the  liabilities
assumed.




                                     - 8 -
<PAGE>

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

GENERAL

     The Company is a single-source  provider of information  technology  ("IT")
products,  services  and support to Fortune  1000 and other large and  mid-sized
companies  located  primarily  in the  New  York-to-Philadelphia  corridor.  The
Company was formed in 1984 as an  authorized  reseller of computer  hardware and
software  products,  and since 1990, has been developing and offering related IT
services.  To date,  most of the  Company's  net sales have been derived from IT
product  sales.  For the  first six  months  of 1997,  net  product  sales  were
approximately  80% and services and support revenue was approximately 20% of the
Company's net sales.

     The Company has  distribution  agreements with MicroAge  Computer  Centers,
Inc.  ("MicroAge")  and Ingram Micro  ("Ingram"),  two of the  nation's  largest
aggregators of computer products, to acquire most of its IT products for resale.
The  Company's  relationship  with MicroAge  commenced in 1984,  and as customer
demand for IT products grew, the Company  initiated its relationship with Ingram
in 1994. The  distribution  agreements with MicroAge and Ingram give the Company
access to such aggregators'  extensive  inventories and provide the Company with
electronic ordering capability,  product configuration and testing,  warehousing
and  delivery.   In  general,   the  Company   orders  IT  products,   including
workstations, servers, microcomputers,  networking and communications equipment,
and applications  software from such aggregators on an as-needed basis,  thereby
reducing the  Company's  need to carry large  inventories.  During the first six
months of 1997, the Company acquired  approximately  32% and 49% of its products
for resale from MicroAge and Ingram, respectively.

     In  general,  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.  Furthermore,  as the market for IT products  has  matured,  price
competition  has  intensified  and is  likely  to  continue  to  intensify.  The
Company's  gross profits,  margins and results of operations  could be adversely
affected by such continued product pricing pressure, a significant  reduction in
product  purchase  orders from the Company's  customers,  or a disruption in the
Company's sources of product supply.

     The Company  offers network  consulting  (including  systems  integration),
workstation  support,  education,  communications  installation  and IT staffing
services.  Services  and support  revenue is  recognized  as such  services  are
performed.   The  Company's   network   consulting,   workstation   support  and
communications  installation  services are billed on a time and materials basis.
The Company's  education and IT staffing  services are fee-based on a per-course
and  per-placement  basis,   respectively.   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
expenses which consist of salaries, benefits and payroll-related expenses. Thus,
the


                                     - 9 -
<PAGE>

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. The Company's utilization rates
for service personnel likely will be adversely  affected during periods of rapid
and  concentrated  hiring.  During the first six months of 1997,  the  Company's
staff of service  personnel  increased  from 242 at December  31, 1996 to 422 at
June 30, 1997. In addition,  the competition for quality technical personnel has
continued to intensify  resulting in increased  personnel  costs for the Company
and many other IT service providers,  which has adversely affected the Company's
billing margins.

     The  Company's  cost of sales  includes  primarily,  in the case of product
sales, the cost to the Company of products acquired for resale,  and in the case
of services  and support  revenue,  salaries  and related  expenses for billable
technical  personnel.  The  Company's  selling  expenses  consist  primarily  of
personnel costs, including sales commissions earned by employees involved in the
sales of IT products,  services  and support.  These  personnel  include  direct
sales, sales support and marketing personnel.  Sales commissions are recorded as
revenue is recognized.  General and administrative expenses consist of all other
operating  expenses,  including  primarily  salaries  and  occupancy  costs  for
administrative,   executive  and  finance  personnel.  Certain  indirect  costs,
totaling $734,000 and $1.4 million,  relating to the three months and six months
ended June 30, 1996, respectively,  which previously were classified as costs of
service  and  support,  have been  reclassified  to general  and  administrative
expenses to conform with current industry practices.

     The Company believes that its ability to provide a broad range of technical
services,  coupled with its  traditional  strength in satisfying its clients' IT
product  requirements  and  its  long-term  relationships  with  large  clients,
positions  the  Company  to  continue  to grow  the  services  component  of its
business,  while further  strengthening  its product sales. As such, the Company
anticipates that an increasing  percentage of its gross profits in the long term
will be derived  from the services and support  component of its  business.  For
example,  in the second  quarter of 1997,  the  Company's  services  and support
business  represented  24% of net sales and 49% of gross  profit.  The Company's
services and support  revenue as a percentage  of net sales and gross profit may
vary from quarter to quarter primarily as a result of fluctuations in the volume
of product sales.  The Company  believes that its ability to be a  single-source
provider of IT products,  services and support enables it to earn margins higher
than it would earn if it sold products only.

     This Form 10-Q contains  forward-looking  statements  within the meaning of
Section 21E of the  Securities  Exchange Act of 1934, as amended.  The Company's
forward-looking  statements,  including,  but not limited to,  those  statements
relating to the anticipated  growth in the services and support component of the
Company's   business,   include   risks  and   uncertainties.   Such  risks  and
uncertainties  include, but are not limited to: (i) the substantial  variability
of the Company's  quarterly  operating  results  caused by a variety of factors,
some of which are not


                                     - 10 -
<PAGE>

within  the  Company's  control,  including  (a) the  short-term  nature  of the
Company's customers' commitments, (b) patterns of capital spending by 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 the Company's products and services; (iv)
the Company's  ability to manage its growth  effectively  which will require the
Company to continue  developing  and  improving its  operational,  financial and
other  internal  systems,  including a major upgrade of the  Company's  internal
management information systems ("MIS") infrastructure; (v) the Company's ability
to develop,  market,  provide,  and achieve  market  acceptance  of, new service
offerings to new and existing  clients;  (vi) the Company's  ability to attract,
hire,  train  and  retain  qualified  technical  personnel  in  an  increasingly
competitive market;  (vii) the Company's  substantial reliance on a concentrated
number  of  key   customers;   (viii)   uncertainties   relating  to   potential
acquisitions,  if any,  made by the  Company,  such as its ability to  integrate
acquired  operations  and to retain key  customers and personnel of the acquired
business;  (ix) the  Company's  dependence  on vendor  authorizations  to resell
certain  computer  products and to provide related  services;  (x) the Company's
dependence  on certain  aggregators  for a  substantial  portion of its products
acquired for resale;  and (xi) the Company's  reliance on the continued services
of key executive  officers and  salespersons.  Such risks and  uncertainties may
cause the  Company's  actual  results  to  differ  materially  from the  results
discussed in the forward-looking statements contained herein.

RESULTS OF OPERATIONS

     Three  Months  Ended June 30, 1996  Compared to Three Months Ended June 30,
1997

     Net sales.  Net sales  increased  by 72.4%,  or $17.6  million,  from $24.2
million in the second  quarter of 1996 to $41.8 million in the second quarter of
1997. Product sales increased by 60.6%, or $11.9 million,  from $19.7 million in
the second  quarter of 1996 to $31.6  million  in second  quarter of 1997.  This
increase  was  attributable  primarily  to  product  sales  resulting  from  the
Company's  July 1996  acquisition of certain assets and the business of Lior and
to increased demand from the Company's  established  customer base. Services and
support revenue increased by 123.3%,  or $5.6 million,  from $4.6 million in the
second  quarter  1996 to $10.2  million  in the  second  quarter  of 1997.  This
increase  was  attributable  primarily  to  increased  demand for the  Company's
service and support offerings, particularly its network consulting services, and
to an increase in the number and size of client projects.  In the second quarter
of 1997,  sales to  Nabisco,  the  Company's  largest  customer,  accounted  for
approximately  17% of the  Company's net sales.  In addition,  KPMG Peat Marwick
accounted for  approximately 10% of net sales


                                     - 11 -
<PAGE>

during the second quarter of 1997. There can be no assurance that such customers
will  continue to place orders with the Company or engage the Company to perform
services and support at existing levels.

     Gross  profit.  The  Company's  gross profit  increased by 100.0%,  or $3.5
million,  from $3.5 million in the second quarter of 1996 to $7.1 million in the
second quarter of 1997. Gross profit margin increased from 14.6% of net sales in
second  quarter of 1996 to 16.9% in the second  quarter  of 1997.  Gross  profit
margin  attributable to product sales increased from 10.4% in the second quarter
of 1996 to 11.4% in second  quarter of 1997.  The  increase in such gross profit
margin during the second quarter of 1997 was attributable  primarily to customer
mix and higher purchase discounts from vendors. Gross profit margin attributable
to services  and support  revenue  increased  from 32.4% of services and support
revenue  in second  quarter  of 1996 to 34.0% in  second  quarter  of 1997.  The
increase  in the  gross  profit  margin  was  attributable  primarily  to higher
utilization rates of service personnel.

     Selling  expenses.  Selling  expenses  increased by 94.5%, or $1.4 million,
from $1.5  million  in second  quarter  of 1996 to $2.9  million  in the  second
quarter of 1997, and increased from 6.2% to 7.0% of net sales, respectively. The
increases  in  selling   expenses  were  primarily   attributable  to  increased
salesperson  commissions  and other  support  costs due to the  increase  in net
sales, the increase in sales and marketing efforts associated with the Company's
service and support  offerings,  the costs  associated  with the  Company's  new
service  offerings  and the costs  incurred  in  connection  with the  Company's
expansion into the Philadelphia market.

     General and administrative  expenses.  General and administrative  expenses
increased by 77.6%, or $960,000, from $1.2 million in the second quarter of 1996
to $2.2 million in the second  quarter of 1997,  and increased from 5.1% to 5.3%
of net sales, respectively. The increases in general and administrative expenses
were  due  primarily  to  increases  in  personnel  expenses,   training  costs,
professional fees and depreciation charges.

     Six Months Ended June 30, 1996 Compared To Six Months Ended June 30, 1997

     Net sales.  Net sales  increased by 102.8%,  or $44.8  million,  from $43.5
million in the first six months of 1996 to $88.3 million in the first six months
of 1997. Product sales increased by 101.8%, or $35.5 million, from $34.9 million
in the first  six  months of 1996 to $70.4  million  in the first six  months of
1997.  This  increase was  attributable  primarily to increased  demand from the
Company's  established  customer  base and to product sales  resulting  from the
Company's  July 1996  acquisition  of certain  assets and the  business of Lior.
Services and support  revenue  increased by 106.8%,  or $9.3 million,  from $8.7
million in the first six months of 1996 to $17.9 million in the first six months
of 1997. This increase was  attributable  primarily to increased  demand for the
Company's  service and support  offerings,  particularly its network  consulting
services,  due to an increase in the number and size of client projects.  In the
first six months of 1997,  sales to Nabisco,  the  Company's  largest  customer,
accounted for  approximately  20% of the Company's net sales. In addition,  KPMG
Peat Marwick  accounted for  approximately


                                     - 12 -
<PAGE>

11% of net sales during the first six months of 1997.  There can be no assurance
that such customers will continue to place orders with the Company or engage the
Company to perform services and support at existing levels.

     Gross  profit.  The  Company's  gross profit  increased by 102.5%,  or $7.1
million,  from $6.9 million in the first six months of 1996 to $14.0  million in
the first six months of 1997. Gross profit margin remained  constant at 15.9% of
net sales in the first six months of 1996 and 1997,  respectively.  Gross profit
margin  attributable to product sales remained relatively  constant,  decreasing
slightly  from  11.4% in the first six  months of 1996 to 11.2% in the first six
months of 1997. Gross profit margin attributable to services and support revenue
remained  relatively  constant,  increasing  slightly from 34.3% of services and
support revenue in the first six months of 1996 to 34.4% in the first six months
of 1997.  The Company  increased  its staff of technical  personnel  from 242 at
December 31, 1996 to 422 at June 30, 1997.

     Selling  expenses.  Selling expenses  increased by 112.2%, or $3.1 million,
from $2.8  million in the first six months of 1996 to $5.9  million in the first
six months of 1997, and increased from 6.3% to 6.6% of net sales,  respectively.
The  increases in selling  expenses  were  primarily  attributable  to increased
salesperson  commissions  and other  support  costs due to the  increase  in net
sales, the increase in sales and marketing efforts associated with the Company's
service and support  offerings,  the costs  associated  with the  Company's  new
service  offerings  and the costs  incurred  in  connection  with the  Company's
expansion into the Philadelphia market.

     General and administrative  expenses.  General and administrative  expenses
increased by 75.4%,  or $1.8 million,  from $2.4 million in the first six months
of 1996 to $4.2 million in the first six months of 1997, but decreased from 5.5%
to 4.8% of net sales,  respectively.  The increase in general and administrative
expenses in  absolute  dollars  was due  primarily  to  increases  in  personnel
expenses,  training  costs,  professional  fees and  depreciation  charges.  The
decrease  as a  percentage  of net sales was due  primarily  to the  substantial
increase in net sales.

LIQUIDITY AND CAPITAL RESOURCES

     In March and April 1996, the Company consummated an initial public offering
of  2,200,000  shares of its Common Stock at a price to the public of $10.50 per
share. Of the 2,200,000 shares sold,  1,700,000 shares (including 100,000 shares
issued  and  sold  by  the  Company  upon  the  exercise  of  the  underwriters'
over-allotment  option)  were issued and sold by the Company and 500,000  shares
were sold by The Gang  Annuity  Trust.  The  Company  did not receive any of the
proceeds from the sale of shares by such selling  shareholder.  The net proceeds
to the Company were $15.7 million.

     On June 18, 1997, the Company  consummated a follow-on  public  offering of
2,000,000  shares of its  Common  Stock at a price to the  public of $16.50  per
share.  Of such  shares,  1,150,000  were  issued and sold by the Company and an
aggregate  of 850,000  shares  were sold by Stan Gang,  the  Company's  founder,
Chairman, President and Chief Executive Officer, and


                                     - 13 -
<PAGE>

The Gang Annuity Trust. The Company  received $15.51 per share,  before offering
expenses,  resulting in net proceeds of approximately $17.2 million. The Company
used  approximately  $3.7  million  of the net  proceeds  to repay  all  amounts
outstanding  under its credit  facility  with  First  Union  National  Bank (the
"Bank").  Amounts  outstanding  under such facility were utilized by the Company
for short-term  working  capital  purposes and carried an interest rate equal to
the Bank's prime rate less 0.25% or LIBOR plus 1.50%. See below for a discussion
of the  Company's  current  financing  terms with the Bank.  The Company did not
receive any proceeds from the sale of shares by such selling shareholders.

     Since its inception,  the Company has funded its operations  primarily from
cash  generated  by  operations  and,  to a lesser  extent,  such  cash has been
augmented with funds from borrowings under the Company's  credit  facilities and
the net  proceeds  from the  Company's  public  offerings  of its  Common  Stock
referenced above. The Company's cash used in operations was $167,000 for the six
months  ended June 30, 1997 and  consisted  primarily of an increase in accounts
receivable  of $2.7  million  and a decrease  in  accounts  payable  and accrued
expenses  of  $1.4  million,  mostly  offset  by net  income  of  $2.3  million,
depreciation and amortization of $721,000 and a decrease in prepaid expenses and
other  current  assets of $696,000.  The increase in accounts  receivable in the
first six months of 1997 was primarily  attributable to temporary delays in cash
receipts  from a few large  customers.  The  decrease  in  accounts  payable and
accrued  expenses in the first six months of 1997 is primarily due to the timing
of certain large  payments  related to inventory  purchases.  The Company's cash
flow from  operations  has been and  continues  to be affected  primarily by the
timing of collection of accounts  receivable,  which  accounts  receivable  have
increased as net sales have increased.

     The Company's  working  capital was $32.7 million at June 30, 1997 compared
to $14.4 million at December 31, 1996.

     The Company  invested  $1.9 million in property and  equipment in the first
six months of 1997,  primarily  related to  purchases  and  upgrades of computer
equipment  and  software  utilized  in-house,  and  development  of the services
component  of the  Company's  business.  Although  there  are no other  material
commitments for capital expenditures currently outstanding,  the Company intends
to make  additional  capital  expenditures  to  continue  the  expansion  of the
services  component  of  its  business  and  for  the  enhancement  of  its  MIS
infrastructure.

     The Company  purchases  certain  inventory and equipment  through financing
arrangements with IBM Credit Corporation and Finova Capital Corporation. At June
30, 1997,  there were  outstanding  balances of $4.3  million and $7.5  million,
respectively,   under  such  arrangements.   Obligations  under  such  financing
arrangements  are  collateralized  by  substantially  all of the  assets  of the
Company.   Finova  Capital  Corporation  and  the  Bank  have  entered  into  an
intercreditor  agreement with respect to their relative  interests.  The Company
terminated and paid all amounts outstanding under its financing arrangement with
Deutsche Financial Services during the second quarter of 1997.



                                     - 14 -
<PAGE>

     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,  which matures on June
30,  1998,  includes a $2.5  million  sublimit  for letters of credit and a $5.0
million  sublimit for acquisition  advances.  Under the new 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.

     The Company  has entered  into a master  lease  agreement  with First Union
Leasing  Group,  Inc.  under  which  the  Company  may lease up to  $500,000  of
equipment.  Such  agreement  provides for equipment to be leased for  three-year
terms with  transfer of ownership of the  equipment to the Company at the end of
the applicable equipment lease term. At June 30, 1997, capital lease obligations
outstanding  under  the  equipment  leases,  which  expire  in 1998,  aggregated
$107,000.

     The Company  believes  that its  available  funds,  together  with existing
credit  facilities and the cash flow expected to be generated  from  operations,
will be adequate to satisfy its current and planned  operations for at least the
next 24 months.


                                     - 15 -
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Annual Meeting of  Shareholders of the Company (the "Meeting") was held
on May 15, 1997.

     There  were  present  at the  Meeting  in person  or by proxy  shareholders
holding an aggregate  of  4,567,907  shares of Common Stock of a total number of
5,102,900 shares then issued and  outstanding.  The results of the vote taken at
such Meeting with respect to each nominee for director were as follows:

      Nominees                               For                        Withheld
      --------                               ---                        --------
Stan Gang                                 4,562,007                      5,900
Michael Gang                              4,561,907                      6,000
Michael R. Bruce                          4,562,007                      5,900
David J. Sorin, Esq.                      4,561,907                      6,000
Susan H. Wolford                          4,562,007                      5,900

     In  addition,  a vote of the  shareholders  was taken at the Meeting on the
proposal to ratify the  appointment of Price  Waterhouse LLP as the  independent
auditors of the Company for the fiscal year ending  December  31,  1997.  Of the
shares present at the Meeting in person or by proxy  4,550,932  shares of Common
Stock were voted in favor of such  proposal,  11,000 shares of Common Stock were
voted against such proposal,  5,475 shares of Common Stock abstained from voting
and there were 500 broker nonvotes.

ITEM 5. OTHER INFORMATION.

     Public Offering of Common Stock

     On June 18, 1997, the Company  consummated a follow-on  public  offering of
2,000,000  shares of its Common Stock (the  "Offering") at a price to the public
of $16.50 per share,  of which 1,150,000 were issued and sold by the Company and
an aggregate of 850,000  shares were sold by Stan Gang,  the Company's  founder,
Chairman, President and Chief Executive Officer, and The Gang Annuity Trust (the
"Selling Shareholders").  The Company received $15.51 per share, before offering
expenses,  resulting in net proceeds of approximately $17.2 million. The Company
did  not  receive  any  proceeds   from  the  sale  of  shares  by  the  Selling
Shareholders.  The Company used a portion of the net proceeds from this offering
to repay $3.7 million outstanding under the Company's credit facility with First
Union National Bank (the "Bank").  Amounts outstanding under the credit facility
were utilized by the Company for short-term working capital purposes and carried
an interest  rate equal to the bank's prime rate less 0.25% or LIBOR plus 1.50%.
The Company also intends to use  approximately  $4.0 million of the net proceeds
from


                                     - 16 -
<PAGE>

the Offering  for the  expansion  of the  services  component  of the  Company's
business and the enhancement of the Company's MIS infrastructure. The balance of
the net proceeds will be used for working  capital and other  general  corporate
purposes,  including possible acquisitions of IT products and service businesses
in order to expand the  Company's  service  offerings,  to add to or enhance its
base  of  technical  or  sales  personnel,  or  to  provide  desirable  customer
relationships.  Pending  such uses,  the net  proceeds to the Company  from this
offering  will be invested  in  short-term,  investment-grade,  interest-bearing
instruments.  See below for a discussion  of the  Company's  acquisition  of The
Lande Group, Inc.

     New Credit Facility

     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,  which matures on June
30,  1998,  includes a $2.5  million  sublimit  for letters of credit and a $5.0
million  sublimit for acquisition  advances.  Under the new 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.

     Acquisition of The Lande Group, Inc.

     On August 13, 1997,  the Company  consummated  the  acquisition  of certain
assets and assumed certain  liabilities of The Lande Group,  Inc.  ("Lande"),  a
computer equipment reseller and provider of systems integration services located
in New York City. The Company purchased, among other assets, the entire customer
list, accounts receivable and inventory of Lande for an aggregate purchase price
of up to $1.0  million,  of which  $750,000  was paid at closing and $250,000 is
held in escrow  pending  certain  post-closing  adjustments.  The  Company  also
assumed certain liabilities,  including certain trade debt of approximately $2.9
million, which was paid by the Company at closing,  accounts payable and accrued
expenses of  approximately  $1.9 million and  obligations  under a lease,  which
expires in April 2008,  for New York City  office  space which will serve as the
Company's  New  York  headquarters.  The  value  of  the  assets  purchased  was
approximately  the same as the liabilities  assumed.  In addition,  seven former
Lande  salespersons and 32 former Lande technical  service personnel have joined
the Company. Among such personnel, Stewart Lande, the former President of Lande,
joined the Company as a General Manager.

     The Company funded the purchase price from a portion of the net proceeds of
the follow-on  public offering of its Common Stock  consummated in June 1997. In
determining the purchase price, the Company considered, among other factors, the
past and projected revenues


                                     - 17 -
<PAGE>

and earnings generated from the Lande business, the value of the Lande technical
personnel  to the Company and the  strategic  value of an enhanced New York City
presence.

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

     (a)  Exhibits.

          10.1 Loan and  Security  Agreement  dated June 30, 1997 by and between
               First Union National Bank and AlphaNet Solutions, Inc.

          10.2 Asset Purchase  Agreement dated August 1, 1997 by and between the
               Company and The Lande Group, Inc.

          11   Computation of Pro forma Earnings Per Share.

          27   Financial Data Schedule.

     (b)  Reports on Form 8-K.

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


                                     - 18 -
<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:  August 13, 1997         By:   /s/Stan Gang
                                    -------------------------------------
                                    Stan Gang,
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)





DATE:  August 13, 1997         By:   /s/Gary S. Finkel
                                    -------------------------------------
                                    Gary S. Finkel,
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



                                     - 19 -