UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

     (X)  Quarterly  report  under  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934

                   For the quarterly period ended September 30, 2000

     ( ) Transition report under section 13 or 15(d) of the Securities  Exchange
Act of 1934


               For the transition period from -------- to --------

                         Commission file number 0-22341

                              AUGMENT SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
                  Delaware                                 04-3089539
                  --------                                 ----------
         (State or other jurisdiction of                (I. R. S. Employer
         incorporation or organization)               identification No.)

                       P.O. Box 1111, West Newbury, MA, 01985
                         (Address of principal executive
                               offices)(Zip Code)

                                 (781) 270-0900
              (Registrant's telephone number, including area code)


                                      None
         (Former name or former address, if changed since last report)

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. 1. Yes_X_  NO ___  2. Yes_X_  NO ___

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
Filed by section 12, 13 or 15(d) of the exchange act after the  distribution  of
Securities under a plan confirmed by a court.__{yes}  ___{no}


                       APPLICABLE ONLY TO CORPORATE USERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
stock, as of the latest practicable date: As of October 30, 2000.

               Class                              Outstanding at October 30,2000
               -----                              ------------------------------
Common stock, $.01 par value per share                       15,778,406


Transitional small Business Disclosure Format:  ___Yes  ___No

<PAGE>
                              Augment Systems, Inc.

                          Index to financial Statements


Report of Independent Certified Public Accountants


PART I       FINANCIAL INFORMATION

  ITEM 1     Financial Statements

             Balance sheet as of September 30, 2000

             Results of operations for the nine months ended
              September 30, 2000  and 1999

             Results of operations for the three month period ended
              September 30, 2000 and September 30, 1999

             Statements of cash flows for the nine months ended
              September 30, 2000 and 1999

             Statements of cash flows for the three months ended
              September 30, 2000 and 1999

             Notes to financial statements

  ITEM 2     Management's Discussion and Analysis of
              Financial Condition and Results of Operations


PART II      OTHER INFORMATION

  ITEM 1     Legal Proceedings
  ITEM 2     Changes in Securities
  ITEM 3     Defaults Upon Senior Securities
  ITEM 4     Submission of Matters to a Vote of Security-Holders
  ITEM 5     Other Information
  ITEM 6     Exhibits and Reports on Form 8-K
<PAGE>

                              Augment Systems, Inc.
                                  Balance Sheet



<TABLE>
                                                              September 30,
                                                                   2000
                                                                 ---------
       Assets

Current assets:
<S>                                                                <C>

   Cash                                                     $      82,201
                                                                 --------

Total current assets                                        $      82,201
                                                                 ========


       Liabilities and Stockholders' Deficit

Current liabilities:
   Accounts payable                                         $      54,942
   Accrued expenses                                               298,631
   Bridge financing                                             1,395,701
   Convertible promissory notes                                     6,432
   Current portion of obligations under
     capital leases                                                46,760
                                                               ----------

     Total current liabilities                                  1,802,466
                                                              -----------

Commitments

Stockholders' deficit:


   Preferred stock, $.01 par value; 2,000,000 shares
    authorized, none issued                                           --
   Common stock, $.01 par value; 50,000,000 shares authorized;
     15,778,406 shares issued and outstanding at
     September 30,2000                                            124,989
   Additional paid-in capital                                  21,804,866
   Deficit                                                    (23,650,120)
                                                              -----------
     Total stockholders' deficit                              ( 1,720,265)
                                                              -----------

     Total liabilities and stockholders' deficit            $      82,201
                                                              ===========
</TABLE>

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


<PAGE>

                              Augment Systems, Inc.
                            Statements of Operations
                            For the Nine Months Ended



<TABLE>

                                                    September 30,   September 30,
                                                         2000           1999
                                                      ---------       ---------

<S>                                                        <C>         <C>

Net sales                                             $     --        $ 175,000
Cost of sales                                               --               --
                                                     ---------         --------
Gross margin                                                --          175,000
                                                     ---------         --------
Operating expenses:

   General and administrative expenses                  85,783          239,469
   Refund of prior year's expenses                   (  19,934)              --
                                                      --------         --------
    Total operating expenses                            65,849          239,469
                                                      --------         --------
    Gain (loss) from Operations                      (  65,849)        ( 64,469)
                                                      --------         --------
Other income (expense):

     Interest income (expense)                       (  90,000)         186,616
                                                     ----------        --------
     Total other income (expense)                    (  90,000)         186,616
                                                     ---------         --------
  Net Income (loss)                                $ ( 155,849)       $ 122,147
                                                     =========         ========
Earnings per share

Net (loss) per share of common stock:
   Basic and diluted                               $    (0.01)       $    .01
                                                         =====           =====

Weighted average number of shares outstanding       15,788,406       11,898,952
                                                    ==========       ==========

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

</TABLE>
<PAGE>

                              Augment Systems, Inc.
                            Statements of Operations
                           For the Three Months Ended



<TABLE>

                                                   Sept. 30, 2000  Sept. 30, 1999
                                                   -------------- --------------

<S>                                                        <C>      <C>

Net sales                                             $     --      $     --
Cost of sales                                               --            --
                                                       -------       -------
Gross margin                                                --            --
                                                       -------       -------
Operating expenses:

   General and administrative expenses                  17,683       203,969
                                                      --------      --------
    Total operating expenses                            17,683       203,969
                                                      --------      --------
Other income (expense):

     Interest income (expense)                       (  30,000)      164,004
                                                     ----------     --------
     Total other expense                             (  30,000)      164,004
                                                     ---------      --------
  Net Income (loss)                                $ (  47,683)   $(  39,965)
                                                      ========      ========
Earnings per share

Net (loss) per share of common stock:
   Basic and diluted                                   ( .01)        ( .01)
                                                        ====          ====

Weighted average number of shares outstanding       15,778,406      11,898,952
                                                    ==========      ==========

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

</TABLE>
<PAGE>


                             Augment Systems, Inc.
                            Statements of Cash Flows
                            For the Nine Months Ended
<TABLE>

                                                        Sept. 30,    Sept. 30,
                                                           2000        1999
                                                        ---------    ---------

Cash flows from operating activities:
<S>                                                      <C>           <C>

   Net loss                                        $   ( 155,849)    $  122,147
   Adjustments to reconcile net loss to net
   cash used for operating activities:
     Changes in operating assets and liabilities:
       Prepaid expenses                                       --             --
       Other assets                                           --         98,611
       Accounts payable                                       --      ( 318,467)
       Accrued expenses                                  103,630      (   2,746)
                                                        --------       --------
     Net cash used for operating activities            (  52,219)     ( 100,455)
                                                        --------       --------

   Cash flows from investing activities:
        Capital expenditures                                  --             --
                                                        --------      ---------
   Net cash used for investing activities                     --             --
                                                        --------      ---------

   Cash flows from financing activities:
     Proceeds from issuance of common stock                6,000             --
     Additional Paid-in-Capital                           54,000             --
     Proceeds from bridge financing                           --             --
     Payments on bridge financing                             --             --
                                                       ---------      ---------
   Net cash provided by financing activities              60,000             --
                                                       ---------      ---------

   Net increase (decrease) in cash                         7,781      ( 100,455)
   Cash, beginning of period                              74,420        187,815
                                                       ---------      ---------
   Cash, end of period                               $    82,201     $   87,360
                                                       =========      =========

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

</TABLE>

<PAGE>

                              Augment Systems, Inc.
                            Statements of Cash Flows
                           For the Three Months Ended
<TABLE>

                                                        Sept. 30,    Sept. 30,
                                                           2000        1999
                                                        ---------    ---------

Cash flows from operating activities:
<S>                                                      <C>           <C>

   Net loss                                        $    (47,683)     $ (39,965)
   Adjustments to reconcile net loss to net
   cash used for operating activities:
     Changes in operating assets and liabilities:
       Prepaid expenses                                      --             20
       Other assets                                          --        (   345)
       Accounts payable                                      --        ( 6,033)
       Accrued expenses                                  24,288         30,000
                                                        -------        -------
     Net cash used for operating activities             (23,395)       (16,323)
                                                        -------        -------

   Cash flows from investing activities:
        Capital expenditures                                 --             --
                                                         ------         ------
   Net cash used for investing activities                    --             --
                                                         ------         ------

   Cash flows from financing activities:
     Proceeds from issuance of common stock                  --             --
     Additional Paid-in-Capital                              --             --
     Proceeds from bridge financing                          --             --
     Payments on bridge financing                            --             --
                                                         ------         ------
   Net cash provided by financing activities                 --             --
                                                         ------         ------

   Net increase (decrease) in cash                     ( 23,395)      ( 16,323)
   Cash, beginning of period                            105,596        103,683
                                                       --------        -------
   Cash, end of period                                $  82,201       $ 87,360
                                                       ========        =======

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

</TABLE>

<PAGE>
                             Augment Systems, Inc.
                         Notes to Financial Statements

1.    Organization, Business and Basis of Presentation:

     The Company was  incorporated in 1990 to develop and distribute fiber optic
printed circuit boards in the publishing and printing  markets.  The fiber optic
products had limited success,  and in fiscal 1994, the Company began phasing out
the fiber optic  operations and began the transition into a systems  integration
and engineering consulting business. In 1995, the Company made a strategic shift
in its business operation into the server market.

     From October 1995 through March 1997, the Company operated as a development
stage  company  and  was  engaged   principally  in  research  and  development,
recruitment of personnel and financing activities. During that time, the Company
had engaged in limited marketing activities and had not commenced the selling of
its initial products, which are high-end file management network systems. During
the second  quarter  ended  June 30,  1997,  the  Company  commenced  commercial
shipment of its server product and recognized initial revenue in April 1997.

     The Company's initial target market was the electronic  publishing industry
which  requires the rapid and  efficient  movement of large image and data files
over  networks.  In September  1997, the Company  introduced a windows  NT-based
client server for its file management network systems.

      Although  the Company  commenced  shipment of its products in fiscal 1997,
the  revenues  recognized  were  less than  originally  anticipated  by  Company
management. The shortfall in 1997 revenues was attributed to product development
delays and problems with the Company's initial products sold. Such shortfalls in
revenues continued throughout the course of fiscal 1998.

     In November 1998, the Company was informed by the  investment  bank,  which
provided  the  September  1998  bridge  financing,  that they would be unable to
secure the additional  funding required to repay the outstanding bridge loan and
provide the Company with the necessary  working  capital to support its business
plan and ongoing operations. The Company began to seek alternative financing but
was unable to secure the necessary funds.

      In  January  1999,  the  Board of  Directors  decided  to  accomplish  the
following:

     1. Seek buyers,  strategic partners,  and merger  opportunities to make the
Company economically viable.

     2. Suspend ongoing operations, layoff all but one of its employees, dispose
of all assets, attempt to settle any outstanding short and long term debts, seek
buyers  or  strategic  partners  for the  further  development  of its  existing
technology as well as explore merger opportunities.

     The secured  creditors formed a representative  committee of two people who
initiated a plan to auction off all remaining  inventory and  substantially  all
remaining  fixed assets  (retaining  only those assets  necessary to effectively
shut down  operations,  valued at approximately  $10,000).  On January 28, 1999,
with the aid of the committee-appointed auctioneer, the Company held the auction
with proceeds amounting to approximately  $65,000,  indicating that the carrying
value of such assets exceeded their fair values. Accordingly, a loss of $184,975
was recorded in operations in 1998 representing the excess of the carrying value
over the fair value of $75,000.  Also included in operations is the write-off of
capitalized software costs of $265,000 to reduce their carrying value to $0. The
Company also recorded charges to cost of sales of approximately $542,000 related
to the write-down of unique inventory associated with the Company's products.

      The Company's strategic financial and operating plans are as follows:

Financial Plan

     1. Sell the license  rights to the Company's  technology  that is no longer
        needed.
     2. Settle the  accounts  payable  related to the  previous  operations.
     3. Provide incentive to the short-term note holders to exchange their notes
        and warrants for 5% of the Company's common stock.
     4. Negotiate the termination of operating and capital lease agreements.
     5. Maintain  the status of the  corporation  as a public  Company  through
        required SEC filings and compliance with other governmental regulations.
     6. Complete the contract with  Right2Web in which the Company will have
        new management and Right2web will receive Series A preferred shares
        that are convertible to 92% of the Company's common stock.
<PAGE>
                             Augment Systems, Inc.
                         Notes to Financial Statements
                                  (Continued)


1.    Organization, Business and Basis of Presentation: (continued)

Operating Plan

1.   Acquire  businesses,  which  may  provide  related  services  to  small  to
     mid-sized  businesses such as advertising,  marketing and consulting firms,
     as well as other Internet ventures.

2.   The Company intends to investigate going back into designing, manufacturing
     and selling of fibre channel based network file server systems which are
     designed to increase data transfer and file storage on computer networks.

     In 1999,  the  Company  began  implementing  its  financial  and  operating
strategies.

1.   The Company sold the license rights to its technology for $175,000.

2.   The Company  entered an  agreement  with the  landlord  and  cancelled  the
     operating  lease  for its  offices  located  at 2 Robbins  Road,  Westford,
     Massachusetts.  No  additional  obligations  were  incurred  as a result of
     this cancellation.

3.   The Company  returned to the supplier  certain  equipment that was obtained
     under  capital lease  agreement.  In exchange for the  cancellation  of the
     lease,  the Company paid $6,800 in cash and  transferred  certain  accounts
     receivables to settle an additional $6,800 payable to the supplier.

4.   The Company  entered a release  agreement  regarding  payment of any future
     royalties.

5.   Management  is in the final  stages of an  arrangement  that will  exchange
     shares of a new start-up  company for 92% of the Company's common stock and
     revamp the fibre channel storage business and make strategic  acquisitions.
     Also,  a proposal  was made to the note  holders,  and  accepted by them to
     convert their notes to 5% of the Company's common stock after the exchange.
     The conversion will take place  simultaneously  with the exchange of shares
     transferring a 92% interest in the Company to Right2web.

     The Company has incurred  substantial  losses since  inception and has been
engaged  primarily  in product  development.  The  Company had funded its losses
primarily  from a combination  of debt and equity  financings.  In addition,  at
September  30,  2000,  the  Company  had  a  working  capital  deficiency  and a
stockholders' deficit. Also, the Company's new business,  assuming the Right2web
transaction  closes, is subject to various risks including intense  competition,
need for substantial funds and qualified personnel,  internet security concerns,
potential technological difficulties, development of new technology, reliance on
key personnel,  and the continuance of favorable market  conditions for internet
companies.

     These  factors  raise  substantial  doubt  about the  Company's  ability to
continue as a going concern.  The  accompanying  financial  statements have been
prepared on a going concern basis,  which contemplates the realization of assets
and the  satisfaction  of  liabilities  and  commitments in the normal course of
business.  The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.
<PAGE>
                            Augment Systems, Inc.
                         Notes to Financial Statements
                                  (Continued)



2.    Summary of Significant Accounting Policies

      Estimates and Assumptions

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

      Cash Equivalents

     The Company  considers  all highly  liquid  investments  with a maturity of
three months or less, when purchased, to be cash equivalents. There were no cash
equivalents at September 30, 2000.

      Inventories

      The Company had no  inventories  for the fiscal  year ended  December  31,
1999.  Inventories  were recorded at $0 at December 31, 1998, which reflected in
charges to cost of sales of $542,000 for the  write-down to market.  Inventories
were stated at the lower of cost (first-in, first-out) or market.

      Property and Equipment

     Property and  equipment  were recorded at cost.  Depreciation  was computed
using the  straight-line  method over the estimated  useful lives of the related
assets ranging from three to five years.  Property held under capital leases are
amortized over the lesser of the lease term or their estimated  useful lives. In
1999,  the  Company  sold most of its  equipment  for  $65,000 and wrote off the
balance. As of September 30, 2000, the Company had no fixed assets.

      Long-Lived Assets

     The Company follows the provisions of the Statement of Financial Accounting
Standards  ("SFAS") No. 121 "Accounting for the Impairment of Long-Lived  Assets
and for Long-Lived  Assets to be Disposed of". SFAS 121  establishes  accounting
standards  for the  impairment  of  long-lived  assets and certain  identifiable
intangibles  to be  held  and  used,  and  for  long-lived  assets  and  certain
identifiable intangibles to be disposed of.

     The Company reviews the carrying values of its long-lived and  identifiable
intangible  assets  for  possible  impairment  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of the  assets  may not be
recoverable. Due to the change in circumstances related to the operations of the
Company in fiscal 1998,  impairment charges were recorded to reduce the carrying
value of long-lived assets in December 1998.

      Revenue Recognition

     Revenue was recognized on sales to end users when products were accepted.


      Research and Development

     When research and development costs were incurred,  they were expensed,  as
incurred.

<PAGE>

                           Augment Systems, Inc.
                         Notes to Financial Statements
                                  (Continued)


2.    Summary of Significant Accounting Policies (continued)

      Income Taxes

     Income  taxes  are  calculated  using the  liability  method  specified  by
Statement of  Financial  Accounting  Standards  No. 109,  Accounting  for Income
Taxes.

      Financial Instruments

      The estimated  fair value of the Company's  financial  instruments,  which
include  accounts  payable,   related  party  accounts,   debt  instruments  and
convertible promissory notes, approximate their carrying value.

      Concentrations of Credit Risk and Major Customers


     The Company had no credit risk because it had no  receivables  on September
30,2000.

      Stock Options

     The Company  follows the  provisions  of ("SFAS No. 123"),  Accounting  for
Stock-Based  Compensation.  The  Company  has elected to continue to account for
stock options at their  intrinsic  value with  disclosure of the effects of fair
value  accounting on net earnings  (loss) and earnings (loss) per share on a pro
forma basis.

      Net Loss Per Share of Common Stock

     The Company  follows the  Statement of Financial  Accounting  Standards No.
128, Earnings Per Share ("SFAS No. 128"). SFAS No. 128 requires the presentation
of both basic and diluted earnings per share.

<PAGE>
                              Augment Systems, Inc.
                         Notes to Financial Statements
                                  (Continued)

3.    Accrued Expenses

      As of September 30, 2000, accrued expenses consist of the following:

<TABLE>

                                                   1999
                                                   ----
<S>                                             <C>
         Severance                               45,000
         Professional Fees                       13,631
         Interest                               240,000
                                               --------
         Total accrued expenses               $ 298,631
                                               ========
</TABLE>

     Included  in  accrued  expenses  is an  accrual  of  $45,000  related  to a
severance  agreement with a former President and Chief Executive  Officer of the
Company. In April 2000, note holders agreed to convert their notes, warrants and
accrued interest into an aggregate of 5% of the common shares of the Company.

4.  Sale of Securities/Proposed Business

     On March 11,  2000,  the Company  entered into a Stock  Purchase  Agreement
pursuant to which the Company  will sell to  Right2web.Com,  Inc.  ("Right2web")
Company  preferred  shares for $10,000 in cash and a 7% note due in one year for
$40,000.  On  September  12, 2000 an amended  agreement  was entered  into which
changed the terms of the agreement such that the outstanding shares of Right2web
would be exchanged for 92% of the Company.

     Right2web  is a  start-up  venture  with no assets or  liabilities.  At the
closing of the  transaction,  the  stockholders of Right2web will exchange their
shares of Right2Web for shares of the Company's  Series A Convertible  Preferred
Stock  subject to various  conditions  of closing,  including  conversion of all
outstanding warrants, options and convertible notes into equity, of which all of
the  convertible  notes  payable  have  agreed to convert as of this date.  Upon
exchange of the Preferred  Stock,  Right2Web will own 92% of the Company.  After
dilution,  current  stockholders would hold 3% of the Company's common stock and
the convertible note holders would hold 5%.

     As of July 18,  2000,  Augment  has  successfully  received  permission  to
convert $1,500,000 in secured  convertible debt into 5% of the common stock from
the noteholders  ("noteholder  conversion").  Right2web has indicated that it is
ready to close the Stock Purchase Transaction. A request of Augment stockholders
was made to execute a consent to the following actions:

        1.  The Right2web transaction

        2.  The Noteholder conversion

        3.  Election of three directors, namely Jeffrey Leventhal, Duane Mayo
            and a designee of Jeffrey Leventhal, to be named;

        4.  Ratify the appointment of Bloom and Company as new auditors
            replacing BDO Seidman;

        5.  Adopt  a  reverse   stock  split  and  increase  the   authorized
            capitalization   from  50,000,000   shares  of  common  stock  to
            148,000,000  of common  stock, and 2,000,000 shares of preferred
            stock as the Board of Directors deems appropriate; and

        6.  Omnibus authority to take all actions in the furtherance of the
            foregoing.

<PAGE>
                              Augment Systems, Inc.
                         Notes to Financial Statements
                                  (Continued)

     Right2Web.Com, is owned principally by Jeffrey Leventhal, a former director
of the Company who resigned in March 1999. Mr.  Leventhal has  previously  owned
three information technology companies.  His most previous venture was sold to a
public  company,  Netlojix  Communications,  Inc.  (NASDAQ:NETX).  Management of
Right2web,  namely Jeffrey Leventhal and Milton Barbarosh believe that Augment's
fibre channel storage  technology  business is still a viable business.  Augment
may seek to revitalize and update the previous Augment fibre channel technology.
Augment  would  seek  to  accomplish  this  through  the   establishment   of  a
relationship with a university technology program,  additional financings and/or
joint  ventures.  Management  will  simultaneously  seek to acquire  one or more
integration  and  professional  services  firms and  develop  and expand a sales
channel via acquisitions of strategic  businesses.  In addition,  new management
will seek to acquire other complimentary companies in the information technology
business.  Management  of  Right2web  has also  advised  that it intends to make
strategic  acquisitions  in businesses,  which may provide  related  services to
small to mid-size  businesses  such as  advertising,  marketing  and  consulting
firms.

     Since  Right2web is a start-up  venture,  it will,  among other things,  be
subject to intense competition,  the need for substantial financing,  unforeseen
technological  changes,  the risks  inherent in any  internet  business  such as
security concerns,  technological  difficulties,  development of new technology,
the need to attract qualified personnel,  reliance on Jeffrey Leventhal, and the
continuance of favorable market conditions for internet companies, etc.
<PAGE>
                              Augment Systems, Inc.
                         Notes to Financial Statements
                                  (Continued)



5.  PRO FORMA UNAUDITED STATEMENTS - SUBSEQUENT EVENT

               PROFORMA BALANCE SHEET AND STATEMENT OF OPERATIONS

     The following pro forma balance sheet and statement of operations  has been
derived from the unaudited  balance sheet and unaudited  statement of operations
of the Company at June 30,  2000 and the six months then ended and adjusts  such
information  to  give  effect  to  the  purchase  of  Right2web.com  as  if  the
acquisition  had  occurred at June 30,  2000.  The pro forma  balance  sheet and
statement of operations are presented for informational purposes only and do not
purport to be  indicative  of  financial  conditions  that  actually  would have
resulted if the purchase had been  consummated  at June 30, 2000.  The pro forma
balance  sheet  should be read in  conjunction  with the notes  thereto  and the
Company's consolidated financial statements and related notes.

                                  BALANCE SHEET
                              ACTUAL AND PRO FORMA
                                  JUNE 30, 2000

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

Assets

Current assets                                           Actual             Pro Forma
                                                       (Unaudited)         Adjustments        Pro Forma

Cash                                                   $ 105,596                   --         $ 105,596

     Total current assets                                105,596                   --           105,596

Goodwill                                                                       40,480 (1)
                                                              --              (40,480)(2)            --

     Total assets                                      $ 105,596            $      --         $ 105,596

Liabilities and Stockholders' Equity
Current Liabilities

Accounts payable                                          54,942                  --             54,942
Accrued expenses                                         274,342         (   210,000)(3)         64,342
Bridge financing                                       1,395,701         ( 1,395,701)(3)             --
Convertible promissory notes                               6,432                 --               6,432
Current portion of obligation under
   capital leases                                         46,760                 --              46,760

     Total current liabilities                         1,778,177         (1,605,701)            172,476
</TABLE>

See Notes to Pro Forma Financial Statements
<PAGE>

                                 BALANCE SHEETS
                              ACTUAL AND PRO FORMA
                                  JUNE 30, 2000
                                   (Continued)

<TABLE>

                                                              Actual           Pro Forma
                                                            (Unaudited)       Adjustments        Pro Forma
<S>                                                         <C>               <C>                <C>

Commitments

Common Stock

Common stock, $.01 par value; 50,000,000
  authorized prior to filing of an amended
  certificate to increase authorized shares of
  common stock to of 150,000,000, $.0001
  par value.  12,498,953 shares issued and
  outstanding at June 30, 2000.   On a pro
  forma basis 131,489,715 shares issued
  and outstanding at June 30, 2000.                           124,989                             13,149
Cancellation of 15,778,406 shares issued,
  3,279,453 issued after June 30, 2000                                         (124,989)(4)

Issuance of 3,947,600 post reverse split
  shares at $.0001 par value per share
  to prior stockholders.                                                            394 (4)

Issuance of 6,574,336 post reverse split shares
  at .0001 par value per share to bridge
  financing note holders.                                                           658 (3)

Issuance of 120,967,779 post reverse
  split shares at $.0001 par value per share in
  exchange for preferred shares held by
  Right2Web.com, Inc. stockholders.                                              12,097 (1)

Preferred Stock

Preferred stock, $.01 Par value; 2,000,000
  shares authorized, none issued

Issuance of 1,416,666 shares to Right2web.com,
  Inc. Stockholders in exchange for
  Right2web.com common shares                                                    14,167 (1)
</TABLE>

See Notes to Pro Forma Financial Statements
<PAGE>

                                 BALANCE SHEETS
                              ACTUAL AND PRO FORMA
                                  JUNE 30, 2000
                                   (Continued)
<TABLE>

                                                         Actual             Pro Forma
                                                       (Unaudited)         Adjustments       Pro Forma

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


Preferred Stock (Continued)

1,416,666 preferred shares cancelled and
converted to common stock                                                   (14,167)  (1)

Additional Paid-in capital

Additional Paid-in capital                            21,804,866                              21,959,687
Additional Paid-in capital from
  reduction in par value from $.01 to
  $.0001 and the number of outstanding
  shares from 15,778,408 to 3,944,602                                       124,595  (4)

Additional Paid-in capital from
  conversion of preferred stock                                              28,383  (1)

Additional Paid-in capital from
  conversion of notes                                                         1,542  (3)

Deficit

Deficit                                              (23,602,436)                --          (22,039,716)
Gain from conversion of notes                                 --          1,603,501  (3)              --
Write off excess purchase price
  of Right2Web.com                                            --       (     40,480) (2)              --

     Total stockholders' equity                      ( 1,672,581)         1,605,701       (       66,880)

     Total liabilities and
         stockholders' equity                      $     105,596  $              --        $     105,596

</TABLE>

See Notes to Pro Forma Financial Statements
<PAGE>

                              AUGMENT SYSTEMS, INC.
                            STATEMENTS OF OPERATIONS
                              ACTUAL AND PRO FORMA
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                   (UNAUDITED)

<TABLE>

                                                    Actual                Pro Forma
                                                  (Unaudited)            Adjustments           Pro Forma

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

Sales                                        $            --       $             --      $            --

Operating expenses:

General and administrative expenses                   68,100                     --               68,100
Refund of prior year's expenses                    (  19,934)                    --              (19,934)
Excess Acquisition cost                                   --                 40,480 (2)           40,480

Total operating expenses                              48,166                 40,480              (88,464)

Other income (expense):

Interest income (expense)                            (60,000)                    --              (60,000)

Net loss before extraordinary item                  (108,166)              ( 40,480)            (148,646)

Extraordinary income
  Gain from conversion of debt                            --              1,603,501 (3)        1,603,501

Net income (loss)                                   (108,166)             1,563,021            1,454,855

Net (loss) per share of common stock:
Basic and diluted
Net loss before extraordinary item                 (     .04)                                        --
Extraordinary item                                                                                  .01
Net income (loss)                                  (     .04)                                       .01

Weighted average number of shares
   outstanding                                     3,049,738(a)                             131,489,715
                                                   =========                                ===========
(a)      Post split 1 for 4

See Notes to Pro Forma Financial Statements
</TABLE>
<PAGE>

                        AUGMENT SYSTEMS, INC.
                   NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Issuance and Cancellation of Preferred Stock

Issuance of Series A Convertible Preferred Shares

     (1) Twenty-one  days after the mailing of an  Information  Statement to the
Company's stockholders'  ("Effective Date"), the Company will close the exchange
of 1,416,666 shares of Series A Convertible Preferred Stock, Par value $.01, and
acquire the outstanding shares of Right2web.com, Inc. ("Right2web"). The purpose
of the acquisition  was to purchase the goodwill of Right2web  valued at $40,480
(See Note 5). The  acquisition  of goodwill  increased the  Company's  Preferred
Stock and Paid-in Capital by $14,167 and $28,383, respectively.

Conversion of Preferred Shares to Common Shares

     The  stockholders  of Right2web  have agreed that they will  convert  their
Series A Preferred Shares to 120,967,779 post reverse-split shares, representing
92% of all  outstanding  shares of the  Company as of the  Effective  Date.  The
Company will cancel the  Preferred  Shares  ($14,167),  upon the issuance of the
common shares.

Excess acquisition cost

(2)  Augment  has taken the  position  that the  purchase  of the  shares of the
recently formed non-operating  Right2web is not a business combination under APB
opinion 16.  Accordingly,  the excess  acquisition  cost of $40,480 (see note 4)
over the fair  market  value of the net assets  acquired  is to be treated as an
expense item of the Company.

Conversion of Notes to Common Stock

     (3) On April 7, 2000,  the  Company's  bridge-loan  note holders  agreed to
convert their notes and warrants to five percent (5%) of the common stock of the
Company  subject  to  the  closing  of  the  stock  acquisition  agreement  with
Right2Web.  The conversion of  bridge-loan  notes will result in the issuance of
6,574,336  post  reverse-split  shares to note  holders.  The fair  value of the
shares of common stock given in exchange for $1,395,701 (face amount $1,500,000)
of  bridge-loan  notes and $210,000 of accrued  interest on the notes was $2,200
(See Note 4.) The  difference  between  the fair  value of the  equity  interest
granted  and  the  carrying  amount  of the  notes  is  recognized  as a gain of
$1,603,501 on restructuring of the notes payable.

<PAGE>
                              AUGMENT SYSTEMS, INC.
                   NOTES TO THE PRO FORMA FINANCIAL STATEMENTS


Number of Shares and Par Value of Common Stock

Reverse Stock-Split

     (4) On  September  12,  2000,  a majority  of the  stockholders  of Augment
System's, Inc. ("Augment" or the "Company") approved a reverse stock-split where
they will  receive  one share for each  four  shares  they own of the  Company's
common stock,  par value $0.01 per share (the "Common  Stock").  Under the plan,
the  stockholders  will surrender  their  existing  shares and receive one newly
issued share for every four shares they hold.

     At June 30, 2000, on a pro forma basis,  the number of  outstanding  common
shares of the Company was 15,778,408  shares.  These outstanding  shares will be
cancelled and 3,944,602 new post reverse-split shares will be issued.

Number of Authorized Shares

     The  Company's  stockholders  agreed to increase  the number of  authorized
common shares from fifty million  shares to one hundred fifty million shares and
to decrease the par value from $.01 per share to $.0001 per share.

Change in Par Value of Existing Shares

     As a result of the reverse  stock-split  and a reduction in par value,  the
balance of $124,989 in common stock on June 30, 2000 had to be adjusted on a pro
forma  basis.  The amount of common  stock was recorded at $394 and the $124,595
balance was transferred to additional paid-in capital.

Independent Appraisal

     In order to  facilitate  the  transaction  which the  Company  considers  a
reverse takeover,  the Company ordered an estimation of the fair market value of
the  Company's  shares of common  stock  being  exchanged  with  Right2web.  The
estimated  fair value of the common  equity of Augment on September 12, 2000, as
determined by an independent  valuation,  was $44,000. Based on this estimation,
the shares  purchased  by Augment of  Right2web,  which  represents  100% of the
outstanding shares of Right2web, were assigned a value of $40,480. The shares to
be issued to the  bridge  noteholders  was  assigned a value of 5% of $44,000 or
$2,200. The remaining stockholders, value received was 3% or $1,320.


<PAGE>

                              AUGMENT SYSTEMS, INC.
                   NOTES TO THE PRO FORMA FINANCIAL STATEMENTS


Costs of transactions

     The pro forma statement of operation  excludes the following  non-recurring
expenses  which will be incurred in  connection  with,  or due to, the  proposed
transaction:

     (a) Estimated  professional  fee of $35,000  related to the transaction for
legal and accounting.

     (b)  Estimated  appraisal  fee of $6,000 to value the Augment  shares being
exchanged for the Right2web shares.


Financial information of Right2Web.com Inc.

     Right2Web.com,  Inc.  (RTW)  was  formed  on  March  2,  2000 as a New York
corporation with 20,000,000 shares  authorized,  par value $.001. As of June 30,
2000,  RTW had  10,416,666  shares issued and  outstanding  and had no financial
transactions other than:

1.       Forming the Company.
2.       Stockholders subscribing to shares.
3.       Entering into an agreement with Augment Systems, Inc.
4.       Development  costs of the  business  model  which  have  been
         contributed  by its  chairman  Mr.  Jeffrey  Leventhal  without
         remuneration to him.

         RTW condensed balance sheet is as follows as of June 30, 2000.
<TABLE>
         <S>                                                            <C>

                  Assets

         Current Assets                                                  --

                  Liabilities

         Current Liabilities                                             --

                  Stockholders' Equity

         Capital stock 20,000,000 authorized par value
            $.001,10,416,666 issued and outstanding                $ 10,417

         Subscriptions receivable                                   (10,417)

</TABLE>
<PAGE>
                              Augment Systems, Inc.
                         Notes to Financial Statements
                                  (Continued)

ITEM 6.  Management's Discussion and Analysis or Plan of Operation


NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1999

     The Private  Securities  Litigation Reform Act of 1995 contains safe harbor
provisions   regarding   forward-looking   statements.   Except  for  historical
information contained herein, the matters discussed in the Liquidity and Capital
Resources  section below contain potential risks and  uncertainties,  including,
without  limitation,  risks  related to the  Company's  ability to  successfully
identify  potential  merger  partners,  retain  key  employees  and  settle  any
outstanding debts. The Company will need to attract partners in order to execute
its revised  business  strategy and there can be no  assurance  that the Company
will be successful in attracting such partners.

General

     Prior to January 15, 1999, Augment Systems,  Inc.  designed,  developed and
sold fibre channel based network file server  systems  designed to increase data
transfer and file storage on computer  networks.  In September 1998, the Company
obtained $1,500,000 in bridge financing of secured convertible  promissory notes
and common stock purchase  warrants.  The Company used a portion of the proceeds
of the bridge  financing to repay, in full, its indebtedness to a major bank. In
November 1998, the Company was informed by an investment bank which provided the
bridge  financing,  that they would be unable to secure the  additional  funding
required to repay the outstanding bridge loan, and could not provide the Company
with the necessary working capital to support the execution of its business plan
and ongoing operations.  The Company began to seek alternative financing but was
unable to secure the necessary funds to maintain ongoing operations.


Plan of Operation

     In  January  1999,  the  Board of  Directors  elected  to  suspend  ongoing
operations,  layoff all but one of its employees, dispose of all assets, attempt
to settle  any  outstanding  short  and long term  debts,  seek  buyers  for its
technology and explore merger opportunities.

Results of Operations

     During the nine  month  periods  ended  September  30,  2000,  the  Company
recognized no revenues.  During the nine month period ended  September 30, 1999,
the Company  recognized  revenues from the sale of its  licensing  rights of its
technology for $175,000.  The Company does not anticipate  sales of any products
or service  for the next few months and is  concentrating  its  efforts on a new
business  plan,  settlement of  outstanding  debts and  exploration of potential
mergers.

     The  Company  realized a net loss of  approximately  $155,849  for the nine
month period ending September 30, 2000 as compared to a gain of $122,147 for the
nine month period ending  September 30, 1999.  The  recognition of income in the
nine month  period  ending  September  30, 1999 is the result of the sale of the
Company's licensing rights.

     Research and  development  cost for the nine month periods ended  September
30, 2000 and 1999 was $0. The Company is not currently  conducting  any research
and  development  activities  but does not  preclude  this  activity  after  the
arrangement with Right 2 Web is completed.

     General and  administrative  costs for the nine months ended  September 30,
2000 were  $65,849 as  compared  to  $239,469  for the nine month  period  ended
September  30,  1999.  These costs for the first nine  months in 2000  include a
refund of prior  year's  expenses of $19,934,  which was netted  against  actual
general and administrative  expenses of $$85,783.  The Company currently has one
non-salaried  employee.  Expenses for the period ended  September  30, 2000 were
primarily professional fees and interest expense.

     Selling and  marketing  costs for the nine months ended  September 30, 2000
and 1999  were $0.  The  Company  is not  currently  conducting  any  sales  and
marketing activities but intends to do so in the future.

     The Company currently has one full-time employee engaged in the disposition
of assets,  settlement of outstanding  debts, sale of the Company's  technology,
and concluding the Right2web transaction.
<PAGE>
                              Augment Systems, Inc.
                         Notes to Financial Statements
                                  (Continued)

ITEM 6.  Management's Discussion and Analysis or Plan of Operation (continued)

     In September 1998, the Company  obtained  $1,500,000 in bridge financing of
secured  convertible  promissory  notes and common stock purchase  warrants from
certain investors (the  "Convertible Note holders").  The Company used a portion
of the proceeds of the bridge  financing to repay, in full, its  indebtedness to
Fleet National Bank. The convertible  promissory notes were due and payable upon
the  earlier of the  closing of a  financing  of a minimum of  $4,000,000  or in
September  1999. In November  1998,  the Company was informed by the  investment
bank, which provided the bridge  financing,  that they would be unable to secure
the additional funding required to repay the outstanding bridge loan and provide
the Company with the necessary  working capital to support its business plan and
ongoing  operations.  The Company  began to seek  alternative  financing but was
unable  to secure  the  necessary  funds.  On  January  15,  1999,  the Board of
Directors decided to shut down operations, lay-off all but one of its employees,
liquidate assets,  seek buyers for the Company's  technology and look for merger
partners.  On April 7, 2000,  the Company  requested that the  Convertible  Note
holders  convert  their  interest into the aggregate of five percent (5%) of the
equity of the Company after  completion of the Right2web  transaction.  To date,
all convertible  note holders have agreed to convert their rights into equity in
the Company as previously described.

     These  factors  raise  substantial  doubt  about the  Company's  ability to
continue as a  going-concern.  The Company is dependent on its ability to settle
all debts with  creditors,  attract  purchasers of the Company's  technology and
attract potential merger partners.  This will undoubtedly  result in substantial
dilution to existing  stockholders.  Although the Company has effectively ceased
operations,  there  are  numerous  secured  and  unsecured  creditors  who could
commence  litigation  against  the  Company  -  see  Part  II,  Item  1 -  Legal
Proceedings.  In the event that the Company has insufficient  funds to settle or
defend these matters,  the Company or its creditors  could cause the filing of a
bankruptcy  proceeding.  See  Business -  Potential  for  Bankruptcy  - Need for
Additional Financing.

     In the event of the closing of the transaction with Right2web,  the Company
will need to obtain  additional  financing  in order for the Company to commence
operations.  There is no assurance  that the Company will be able to obtain such
additional financing or that the terms of such financing will be acceptable.

     The  Company is now  authorized  to issue up to  148,000,000  shares of its
Common Stock and up to 2,000,000  shares of Preferred Stock. As of September 30,
2000,  there were  15,778,406  shares of the  Company's  Common Stock issued and
outstanding  and no Preferred Stock issued and  outstanding.  Prior to September
30, 2000 the Company had issued an additional  600,000 shares of common stock to
Monarch Financial Corp. (Monarch) in exchange for cash in the amount of $60,000.
The shares issued to Monarch contain "piggy-back" registration rights.

     The Company has issued an  additional  3,279,455  shares of Common Stock to
certain  investors  who  participated  in a private  placement of the  Company's
Common Stock during  January 1998 and May 1998.  The shares had been  authorized
for issuance by the Board of Directors during 1998. In addition, the Company has
7,413,111 Common Stock Purchase  Warrants issued and  outstanding,  of which all
7,413,111 have exercise  prices  substantially  above the existing market price.
Pursuant to the Right2web  transaction,  the Company will issue  Preferred Stock
after a reverse split of the  Company's  Common Stock such that  Right2web  will
own, through its convertible  preferred  shares,  92% of the Common Stock of the
Company on a fully diluted basis.

     In the fourth quarter of 2000 the Company will close the  transaction  with
Right  2  Web.  Upon  that  event  the  Company  will  have  131,489,961  shares
outstanding.

Capital Expenditures
         The  Company  does  not  have  any  material  commitments  for  capital
expenditures at this time.

Effects of Inflation
         The Company  believes  that the  relatively  moderate rate of inflation
over the past few years has not had a significant  impact on the Company's sales
or operating results.

Income Taxes
     The Company adopted Statement No. 109 "Accounting for Income Taxes" in 1993
and its implementation has had no effect on the Company's financial position and
results of operation.
<PAGE>
                              Augment Systems, Inc.
                         Notes to Financial Statements
                                  (Continued)

THREE  MONTHS  ENDED  SEPTEMBER  30,  2000  COMPARED TO THE THREE  MONTHS  ENDED
SEPTEMBER 30, 1999


Results of Operations

     During the three month  periods  ended  September  30,  2000 and 1999,  the
Company recognized no revenues.

     The  Company  realized a net loss of  approximately  $47,683  for the three
month period ending  September 30, 2000 as compared to a loss of $39,965 for the
same period in 1999.

     Research and  development  cost for the three month periods ended September
30, 2000 and 1999 was $0. The Company is not currently  conducting  any research
and  development  activities  but does not  preclude  this  activity  after  the
arrangement with Right2web is completed.

     General and  administrative  costs for the three months ended September 30,
2000 were  $17,683 as  compared to $203,969  for the three  month  period  ended
September  30,  1999.  The  Company  currently  has one  non-salaried  employee.
Expenses for the period ended  September  30, 2000 were  primarily  professional
fees and interest expense.

     Selling and marketing  costs for the three months ended  September 30, 2000
and 1999  were $0.  The  Company  is not  currently  conducting  any  sales  and
marketing activities but intends to do so in the future.

     The Company currently has one full-time employee engaged in the disposition
of assets,  settlement of outstanding  debts, sale of the Company's  technology,
and concluding the Right2web transaction.


<PAGE>
PART II. OTHER INFORMATION

ITEM 1.                LEGAL PROCEEDINGS
                       ------------------
                       None

ITEM 2.                CHANGES IN SECURITIES
                       ---------------------
                       None

ITEM 3.                DEFAULTS UPON SENIOR SECURITIES
                       -------------------------------
                       In September 1999, the Company defaulted on its
                       convertible notes.  In April 2000,  the note holders
                       were requested to convert their notes to equity.  All
                       of the noteholders have agreed to convert.

ITEM 4.                SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                       ---------------------------------------------------
                       None

ITEM 5.                OTHER INFORMATION
                       -----------------
                       None

ITEM 6.                EXHIBITS AND REPORTS ON FORM 8-K
                       ---------------------------------
                       None



<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                 AUGMENT SYSTEMS, INC.
DATE:
November 13, 2000                 By:/s/Duane A. Mayo
-----------------                 --------------------

                                  Duane A. Mayo
                                  Chief Financial Officer
                                  Treasurer and Director
                                 (Principal Financial and Accounting Officer)