U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

[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   0-23505


                                 INNOVACOM, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


               Nevada                                   88-0308568
  --------------------------------           ---------------------------------
  (State or other jurisdiction of            (IRS Employer Identification No.)
   incorporation or organization)


                         3400 Garrett Drive
                          Santa Clara, CA                 94054
               ---------------------------------------- ----------
               (Address of principal executive offices) (Zip Code)


                                 (408) 727-2447
                           ---------------------------
                           (Issuer's telephone number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]


Number of shares  of common  stock  outstanding  as of  September  30,  2000 was
37,986,198 Transitional Small Business disclosure format Yes [ ] No [X]


<PAGE>1

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements


                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (In Thousands)

<TABLE>
<S>                                                                             <C>

                                                                                   SEPTEMBER 30,
                                               ASSETS                                   2000
                                               ------                           ------------------
                                                                                    (Unaudited)
CURRENT ASSETS:

    Cash                                                                         $           457
    Accounts receivable,
        less: allowance for doubtful accounts of $10,000                                     366
    Other receivables                                                                          9
    Inventory, net                                                                           355
    Prepaid expenses and other                                                                89
    Deferred offering costs                                                                  177
                                                                                ------------------
            Total current assets                                                           1,453

PROPERTY AND EQUIPMENT, net                                                                   91
Deposits                                                                                      37
                                                                                ------------------
Total Assets                                                                     $         1,581
                                                                                ==================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
    Notes payable - related parties                                             $            95
    Secured promissory notes                                                              7,100
    Convertible debentures                                                                4,750
    Advance from shareholder                                                                100
    Accounts payable                                                                      1,475
    Accrued liabilities                                                                   3,524
    Liabilities in excess of assets of discontinued operations                               63
                                                                                ------------------
            Total current liabilities                                                    17,107

STOCKHOLDERS' EQUITY (DEFICIT):
    Common stock, $.001 par value, 150,000,000 shares
      Authorized, 37,986,198 shares issued and outstanding                                   38
    Warrants                                                                              3,307
    Additional paid-in capital                                                           29,728
    Deficit accumulated during development stage                                        (48,599)
                                                                                ------------------
            Total stockholders' deficit                                                 (15,526)
                                                                                ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $         1,581
                                                                                ==================

See accompanying notes to these condensed consolidated financial statements

</TABLE>

<PAGE>2



                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In Thousands except per share amounts)
                                   (Unaudited)


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

                                                        FOR THE THREE MONTHS          FOR THE NINE MONTHS         MARCH 3, 1993
                                                               ENDED                         ENDED               (INCEPTION) TO
                                                            SEPTEMBER 30,                  SEPTEMBER 30,          SEPTEMBER 30,
                                                        -----------------------      -------------------------   --------------

                                                           1999           2000           1999           2000            2000
                                                        ---------      ---------      ---------      ---------   --------------

Revenues                                                $     75       $    465       $    172       $    851     $    1,615
                                                        ---------      ---------      ---------      ---------    --------------
COSTS AND EXPENSES:
    Costs of goods sold                                       57            204            136            500          1,383
    Research and development                                 359            560          1,095          1,538         13,860
    Selling, general and administrative                      780            857          2,409          2,608         21,548
    Impairment loss on property and
equipment                                                     --             --             --             --            937
                                                        ---------      ---------      ---------      ---------    --------------
            Total costs and expenses                       1,196          1,621          3,640          4,646         37,728
                                                        ---------      ---------      ---------      ---------    --------------

Operating Loss                                            (1,121)        (1,156)        (3,468)        (3,795)       (36,113)
                                                        ---------      ---------      ---------      ---------    --------------

OTHER INCOME (EXPENSE):
    Interest expense, net of interest income                (655)          (616)        (2,531)        (2,348)       (11,148)
    Debt conversion expense                                   --             --             --             --           (261)
    Gain on settlement, net                                   --            378             --            378            378
    Other income                                              --             --             --             --              2
                                                        ---------      ---------      ---------      ---------    --------------
            Total other income (expense)                    (655)          (238)        (2,531)        (1,970)       (11,029)
                                                        ---------      ---------      ---------      ---------    --------------

Loss From Continuing Operations Before
Income Tax Expense, Discontinued Operations
and Extraordinary item                                    (1,776)        (1,394)        (5,999)        (5,765)       (47,142)

Income Tax Expense                                            --             --              2              2             10
                                                        ---------      ---------      ---------      ---------    --------------
Loss From Continuing Operations                           (1,776)        (1,394)        (6,001)        (5,767)       (47,152)
                                                        ---------      ---------      ---------      ---------    --------------

</TABLE>


                                    Continued
<PAGE>3



                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands except per share amounts)
                                   (Unaudited)
                                   (Continued)

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


                                                                                                                       MARCH 3, 1993
                                                FOR THE THREE MONTHS ENDED           FOR THE NINE MONTHS ENDED       (INCEPTION) TO
                                                       SEPTEMBER 30,                       SEPTEMBER 30,               SEPTEMBER 30,
                                              --------------------------------   ----------------------------------  ---------------

                                                   1999             2000              1999              2000                2000
                                              ----------------  --------------   ---------------   ----------------  ---------------

    Loss on disposal of discontinued                    --                --               --                --              (1,159)
       operations
    Loss from operations of discontinued
       operation, net of income tax expense             --                --               --                --              (1,131)
                                              ----------------  --------------   ---------------   ----------------  ---------------
LOSS FROM DISCONTINUED OPERATIONS                       --                --               --                --              (2,290)

EXTRAORDINARY ITEM:
    GAIN ON EXTINGUISHMENT OF LIABILITIES
                                                        27                 -              207                35                 843
                                              ----------------  --------------   ---------------   ----------------  ---------------
Net Loss                                      $     (1,749)     $     (1,394)    $     (5,794)     $     (5,732)     $      (48,599)
                                              ================  ==============   ===============   ================  ===============

Basic and Diluted Net Loss Per Share:
    Continuing operations                     $       (.07)     $       (.04)    $       (.24)     $       (.16)
    Discontinued operations                             --                --               --                --
    Extraordinary item                                  --                --              .01                --
                                              ----------------  --------------   ---------------   ----------------
    Basic and diluted net loss per share      $       (.07)     $       (.04)    $       (.23)     $       (.16)
                                              ================  ==============   ===============   ================

 WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                        25,181            36,571           25,063            34,757
                                              ================  ==============   ===============   ================

</TABLE>

<PAGE>4



                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)


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

                                                                                                               MARCH 3, 1993
                                                                               FOR THE NINE MONTHS ENDED      (INCEPTION) TO
                                                                                      SEPTEMBER 30,            SEPTEMBER 30,
                                                                             ---------------------------     ---------------

                                                                                1999              2000              2000
                                                                             ----------       ----------      --------------
Cash Flows From Operating Activities:
    Net loss from continuing operations                                      $ (6,001)         $ (5,767)         $(47,152)
    Adjustments to reconcile net loss to net cash
         used in operating activities:
       Depreciation and amortization                                              111                89               962
       Provision for inventory obsolescence                                        --                45                85
       Provision for doubtful accounts                                              4                --                20
       Amortization of discount on long-term debt                                  --                --             2,346
       Loss on sale of fixed assets                                                --                --                25
       Impairment loss on property and equipment                                   --                --               937
       Interest related to beneficial conversion feature
         and warrants issued in connection with notes
         payable and convertible debentures                                     1,234               893             4,290
       Compensation recognized upon issuance of
         stock and stock options                                                   31               292             6,129
       Shares canceled from default judgement                                      --                --              (250)
       Contribution of product license                                             --                --             1,275
       Write down of purchased incomplete
         research and development                                                  --                --               500
       Write-off acquisition costs                                                 --                --                68
       Gain on extinguishment of liabilities                                      207                35               843
       Debt conversion expense                                                     --                --               261
       Write-off of related party receivable                                       --                --               140
       Loss on disposal of assets                                                  28                --                --
       Changes in operating assets and liabilities:
         Accounts receivable                                                      (13)             (217)             (376)
         Other receivables                                                        (12)               (2)              (19)
         Inventory                                                               (357)             (189)             (440)
         Prepaid expenses                                                         (13)               20               (29)
         Deposits                                                                  --                --               (37)
         Accounts payable                                                        (537)              266             1,899
         Accrued liabilities                                                    1,402             1,245             4,848
                                                                             ----------       ----------      --------------
            Net cash used in operating activities from
            continuing operations                                              (3,916)           (3,290)          (23,675)
                                                                             ----------       ----------      --------------

    Net loss from discontinued operations                                          --                --            (2,290)
       Loss on disposal of assets                                                  --                --                49
       Write-down of film rights and film costs inventory                          --                --               250
       Write-down of goodwill                                                      --                --               848
       Change in liabilities in excess of assets of
discontinued operations                                                            --                --                63
                                                                             ----------       ----------      --------------
            Net cash (used in) operating activities
            from discontinued operations                                           --                --            (1,080)
                                                                             ----------       ----------      --------------

</TABLE>

                                   (Continued)
<PAGE>5



                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (In thousands)
                                   (Unaudited)
                                   (Continued)

<TABLE>
 <S>                                                                      <C>               <C>              <C>
                                                                                                             MARCH 3, 1993
                                                                              FOR THE NINE MONTHS ENDED      (INCEPTION) TO
                                                                                    SEPTEMBER 30,             SEPTEMBER 30,
                                                                           ----------------------------       --------------
                                                                               1999              2000              2000
                                                                           ------------      ----------       -------------
Cash Flows From Investing Activities:
    Cash received in acquisition of Sierra Vista Entertainment             $     --          $     --         $   2,917
    Cost incurred for organization of joint venture                              --                --               (68)
    Advance to related party                                                     (4)               --              (140)
       Purchases of property and equipment                                      (10)              (36)           (2,236)
    Proceeds from sale of assets                                                  1                --                 4
                                                                           ------------      ----------       -------------
         Net cash provided by (used in) investing activities                    (13)              (36)              477
                                                                           ------------      ----------       -------------
Cash Flows From Financing Activities:
    Proceeds from notes payable                                               3,315                --             4,865
    Proceeds from secured promissory notes                                       --             2,900             7,100
    Advance from shareholder                                                     --               100               100
    Net proceeds from sale of convertible debentures with
       detachable warrants                                                      750                --             9,358
    Principal payments on notes payable-related party                          (103)               (5)             (314)
    Proceeds from sale of common stock, net of offering costs                    --               242             3,140
    Deferred offering costs                                                      --              (177)             (177)
    Proceeds from exercise of stock options and warrants                          1               420               422
    Proceeds from settlements                                                    78                --               241
                                                                           ------------      ----------       -------------
         Net cash provided by financing
           Activities                                                         4,041             3,480            24,735
                                                                           ------------      ----------       -------------
Net Increase (Decrease) in Cash and Cash
    Equivalents                                                                 112               154               457
Cash and Cash Equivalents, beginning of
    Period                                                                       34               303                --
                                                                           ------------      ----------       -------------
Cash and Cash Equivalents, END OF PERIOD                                   $    146          $    457         $     457
                                                                           ============      ==========       =============


 See accompanying notes to these consolidated financial statements

</TABLE>

<PAGE>6



                        INNOVACOM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000


1.   BASIS OF PRESENTATION:

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim financial information and pursuant to the rules and regulations
     of the Securities and Exchange Commission. Accordingly, they do not include
     all of  the  information  and  footnotes  required  by  generally  accepted
     accounting  principles  for  complete  financial  statements.  For  further
     information,  refer  to the  financial  statements  and  footnotes  thereto
     included in the Company's  annual report on Form 10-KSB for the fiscal year
     ended December 31, 1999.

     In  the  opinion  of  management,   the  unaudited  condensed  consolidated
     financial  statements  contain  all  adjustments  considered  necessary  to
     present  fairly the  Company's  financial  position at September  30, 2000,
     results of  operations  for the three and nine months ended  September  30,
     1999 and 2000,  and the period from March 3, 1993  (inception) to September
     30, 2000,  and the cash flows for the nine months ended  September 30, 1999
     and 2000,  and the period from March 3, 1993  (inception)  to September 30,
     2000.  The  results  for the  period  ended  September  30,  2000,  are not
     necessarily  indicative of the results to be expected for the entire fiscal
     year ending December 31, 2000.


2.   SECURED PROMISSORY NOTES:

     During the nine months ended  September 30, 2000, the Company  entered into
     promissory note agreements  totaling  $2,900,000 that are due on demand and
     accrue  interest at 13% per annum.  The notes are secured by  substantially
     all of the  Company's  assets.  As part of the  issuance of the notes,  the
     Company issued to the note holder five-year  warrants to purchase 1,450,000
     shares of common stock at prices ranging from $0.26 to $1.00.

3.   CONVERTIBLE DEBENTURES:

     During  the nine  months  ended  September  30,  2000,  the  holders of the
     December 31, 1997 debentures converted $4,690,000 in principal and $723,063
     in accrued interest into 8,349,249 shares of common stock.


4.   EQUITY FINANCING FACILITY:

     On June 19, 2000, as amended on July 26, 2000,  the Company  entered into a
     common  stock  purchase  agreement  and  related  agreements  with  Jashell
     Investments  Limited  (Jashell),  a private  equity  fund.  Subject  to the
     fulfillment of certain conditions,  the agreements provide the Company with
     an equity  financing  facility  through  which the Company may sell up to a
     total of $10,000,000  worth of shares of common stock, at their option,  to
     Jashell  periodically  over a 24 month  period.  The  Company's  ability to
     request  a draw  down  under  the  facility  is  subject  to the  continued
     effectiveness of a resale registration  statement filed with the Securities
     and  Exchange  Commission  to cover the shares to be issued.  The amount of
     common  stock to be sold at each draw  down will not be less than  $250,000
     nor more than  $1,000,000.  The  Company  has  agreed to sell the shares to
     Jashell at a price  equal to the then  current  market  price of the common
     stock  during  the  draw  down  period,  less a  discount  of  21% or  24%,
     specifically  determined  based  upon a  formula.  The number of shares the
     Company may sell to Jashell varies depending on certain factors,  including
     the  market  price  of the  common  stock  and the then  current  ownership
     interest of Jashell. In   connection  with   each  draw down,  the  Company

<PAGE>7


     granted  Jashell a warrant  to purchase up to 50% of the   number of shares
     acquired in a draw down at an exercise price equal to the purchase price of
     the common stock acquired   pursuant  to  the  draw  down. The warrant will
     expire 22 business days after its issuance.

     In connection with the Common Stock purchase agreement,  the Company issued
     to the investor  warrants to purchase  100,000 shares of common stock at an
     exercise  price or $0.70 per share.  In addition,  10,000  shares of common
     stock were issued on September 18, 2000 as a finder's fee.

     During  September 2000, the Company  completed the first of two tranches of
     its first draw down of $250,000, less the amortization of deferred offering
     costs totaling $7,675 for a net proceeds of $242,325 issuing 790,314 shares
     of common  stock at an average  price  during the draw down period of $0.32
     per share.  In  addition,  the Company  issued to the investor a warrant to
     purchase  395,157 shares of common stock at an exercise price of $0.32. The
     warrant was exercised immediately.

     During October 2000, the Company  completed the second tranche to its first
     draw down for proceeds net of expenses of $187,500  issuing  756,298 shares
     of common  stock at an average  price  during the draw down period of $0.25
     per share.  In  addition,  the Company  issued to the investor a warrant to
     purchase  3,702 shares of common stock at an exercise  price of $0.25.  The
     warrant was exercised immediately.

     Also,  during October 2000, the Company completed the first of two tranches
     of its  second  draw  down,  with a  threshold  price of $0.25  per  share,
     receiving proceeds of $109,091 issuing 498,227 shares of common stock at an
     average  price  during the draw down  period of $0.22 per  share.  Further,
     pursuant to the common stock purchase agreement,  the Company agreed to pay
     the purchaser an additional $33,333 for each of the initial six puts.


5.   STOCKHOLDERS' EQUITY:

     During the nine months ended  September  30, 2000,  outstanding  options to
     purchase  437,627  shares  of  common  stock  were  exercised  in  non-cash
     transactions. In addition,  outstanding warrants to purchase 907,601 shares
     of common stock were also exercised in non-cash transactions.

     Also, during the nine months ended September 30, 2000,  options to purchase
     1,135,517  shares of common stock were  exercised  with prices ranging from
     $0.23 to $0.26 per share with proceeds received of $294,829.

     In  connection  with the  favorable  settlement  of a lawsuit,  the company
     issued  150,000 shares of common stock at a market price of $0.40 per share
     for legal services incurred.

     The  company  also  issued  26,134  shares of common  stock for services at
     market  prices  ranging  from $0.50 to $0.5625 per share.


<PAGE>8


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

     With the exception of historical facts stated herein, the matters discussed
     in this report are "forward  looking"  statements  that  involve  risks and
     uncertainties  that could cause actual  results to differ  materially  from
     projected results.  Such "forward looking" statements include,  but are not
     necessarily limited to, statements  regarding  anticipated levels of future
     revenues and earnings from  operations  of the Company.  Factors that could
     cause actual  results to differ  materially  include,  in addition to other
     factors identified in this report,  lack of revenues,  substantial  losses,
     need for additional capital and limited operating  history,  and other risk
     factors  detailed  in the  Company's  Securities  and  Exchange  Commission
     ("SEC")  filings  including  the risk  factors  set forth in the  Company's
     Registration Statement on Form SB-2, SEC File No. 333-42766 filed August 1,
     2000 and "Certain  Considerations" section in the Company's Form 10-KSB for
     the year ended December 31, 1999.  Readers of this report are cautioned not
     to put undue reliance on "forward  looking"  statements which are, by their
     nature, uncertain as reliable indicators of future performance. The Company
     disclaims  any intent or  obligation  to  publicly  update  these  "forward
     looking" statements, whether as a result of new information, future events,
     or otherwise.

Revenues

     Revenues  were  approximately  $465,000  and  $851,000  for the  three  and
     nine-month  periods ended September 30, 2000, as compared to  approximately
     $75,000  and  $172,000  for the same  periods in 1999.  This  represents  a
     revenue  increase of 520% for the three  month and 395% for the  nine-month
     periods ending  September 30, 2000 as compared to the same periods in 1999.
     Revenues  in 2000 and 1999  were  from the sale of the  Company's  standard
     transmission  products.  Revenue for the three months ended  September  30,
     2000 also  included  revenue from the first  shipments of the Company's new
     TransPEG Server product.

Cost of goods sold

     Cost of goods sold was  approximately  $204,000  and $500,000 for the three
     and   nine-month   periods   ended   September  30,  2000  as  compared  to
     approximately  $57,000  and  $136,000  for the same  periods  in 1999.  The
     product  margins  for all periods  presented  in these  statements  are not
     necessarily  indicative of those that the Company might  experience at such
     time, if any, that standard products begin to be shipped in full-production
     quantities for installation by end-users.

Research and development

     Research and development  expense  increased to approximately  $560,000 and
     $1,538,000 in the three and  nine-month  periods  ended  September 30, 2000
     from approximately $359,000 and $1,095,000 in the same periods in 1999. The
     increase in R&D  expenditure  represents the Company's  ongoing  program to
     develop its products to meet market opportunities.

Selling, general and administrative

     Selling,  general and  administrative  expense  increased to  approximately
     $857,000 and $2,608,000 in the three and nine-month periods ended September
     30, 2000 from approximately  $780,000 and $2,409,000 in the same periods in
     1999.  In the current  quarter,  selling  expenses  increased  for both the


<PAGE>9


     quarter  and  nine  months  ended  September  30,  2000,  by  50%  and  28%
     respectively,  as  compared  to the same  periods in 1999,  reflecting  the
     Company's  continuing  expansion of its  world-wide  selling and  marketing
     presence. G&A expenses decreased for both the quarter and nine months ended
     September  30, 2000,  by 12% and 5%  respectively,  as compared to the same
     periods  in 1999,  with the  single  biggest  decrease  due to a reclass of
     production  period  costs  in 1999  from  cost of sales to G&A that was not
     required in 2000.

Interest expense, net of interest income

     Interest expense decreased to approximately  $616,000 and $2,348,000 in the
     three and nine-month  periods ended  September 30, 2000 from  approximately
     $655,000 and $2,531,000 in the same periods in 1999. This reduction was the
     net result of a lower balance in outstanding convertible debentures and the
     cessation of penalty interest charges resulting from Convertible Debentures
     and Demand Notes not being  registered  with the SEC.  This  non-compliance
     condition  was  corrected  with  the  Company  filing  with the SEC an SB-2
     Registration Statement on August 1, 2000.

OTHER INCOME (EXPENSE)

     As a result of a settlement in the Company's favor of a previously existing
     lawsuit,  the  Company  received  a  one-time  gain  on  settlement  in the
     approximate  amount  $378,000  as  reflected  in the three and nine  months
     period ended  September 30, 2000.  The Company does not have a similar gain
     on settlement for the same periods in 1999.

Loss from continuing operations

     As a result of the financial  results explained above, loss from continuing
     operations decreased to approximately  $1,394,000 in the three months ended
     September  30, 2000,  from  approximately  $1,776,000 in the same period in
     1999, a reduction of about 22%.  For the nine months  ended  September  30,
     2000, the loss from continuing  operations  decreased $234,000 or about 4%,
     to  approximately  $5,767,000  from  approximately  $6,001,000  in the same
     period in 1999.

Liquidity and Capital Resources

     Since inception,  the Company has funded its operations  primarily  through
     the sale of stock and placement of debt. On September 30, 2000, the Company
     had a cash balance of approximately  $457,000 and a working capital deficit
     of  approximately  $15,654,000.  This compares  with cash of  approximately
     $303,000 and a working  capital  deficit of  approximately  $17,309,000  at
     December 31, 1999.  The  decrease in working  capital  deficit is largely a
     result of the conversion of $4,690,000 of convertible  debentures to equity
     less an  increase  in secured  promissory  notes and other  liabilities  of
     approximately $2,900,000.

     On July 11, 2000,  the Company  borrowed  $425,000  from an investor in the
     form of a note.  The note bears  interest  at 13% and is due on demand.  In
     conjunction  with this note,  the  Company  issued  five year  warrants  to
     purchase up to 212,500 shares of Common Stock at $.30 per share.

     On August 9, 2000,  the Company  borrowed  $100,000 from an investor in the
     form of a note.  The note bears  interest  at 13% and is due on demand.  In
     conjunction  with this note,  the  Company  issued  five year  warrants  to
     purchase up to 50,000 shares of Common Stock at $.26 per share.


<PAGE>10


     On August 31, 2000, the Company  borrowed  $100,000 from an investor in the
     form of a note.  The note bears  interest  at 13% and is due on demand.  In
     conjunction  with this note,  the  Company  issued  five year  warrants  to
     purchase up to 50,000 shares of Common Stock at $.26 per share.

     On June 19, 2000, as amended on July 26, 2000,  the Company  entered into a
     common stock purchase  agreement and related agreements ("the Equity Line")
     with Jashell Investments Limited (Jashell),  a private equity fund. Subject
     to the  fulfillment  of certain  conditions,  the  agreements  provide  the
     Company with an equity  financing  facility  through  which the Company may
     sell up to a total of $10,000,000 worth of shares of common stock, at their
     option,  to Jashell  periodically  over a 24 month  period.  The  Company's
     ability  to  request  a draw down  under the  facility  is  subject  to the
     continued  effectiveness of a resale registration  statement filed with the
     Securities  and Exchange  Commission to cover the shares to be issued.  The
     amount of  common  stock to be sold at each draw down will not be less than
     $250,000 or more than $1,000,000. The Company has agreed to sell the shares
     to Jashell at a price equal to the then current  market price of the common
     stock  during  the  draw  down  period,  less a  discount  of  21% or  24%,
     specifically  determined  based  upon a  formula.  The number of shares the
     Company may sell to Jashell varies depending on certain factors,  including
     the  market  price  of the  common  stock  and the then  current  ownership
     interest of Jashell. In connection with each draw down, the Company granted
     Jashell a warrant to purchase up to 50% of the number of shares acquired in
     a draw down at an exercise  price equal to the purchase price of the common
     stock  acquired  pursuant  to the draw down.  The  warrant  will  expire 22
     business  days after its  issuance.  In  connection  with the Common  Stock
     purchase agreement,  the Company issued to the investor three year warrants
     to purchase  100,000  shares of common stock at an exercise  price or $0.70
     per share.  In  addition,  10,000  shares of common  stock  were  issued on
     September  18, 2000 as a finder's  fee.  The resale of the shares  acquired
     pursuant to the equity  financing  facility  are  included in the Form SB-2
     Registration   Statement  filed  with  the  U.S.  Securities  and  Exchange
     commission on August 1, 2000.

     During  September 2000, the Company  completed the first of two tranches of
     its first draw down of $250,000, less the amortization of deferred offering
     costs totaling $7,675 for a net proceeds of $242,325 issuing 790,314 shares
     of common  stock at an average  price  during the draw down period of $0.32
     per share.  In  addition,  the Company  issued to the investor a warrant to
     purchase  395,157 shares of common stock at an exercise price of $0.32. The
     warrant was exercised immediately.

     During October 2000, the Company  completed the second tranche to its first
     draw down for proceeds net of expenses of $187,500  issuing  756,298 shares
     of common  stock at an average  price  during the draw down period of $0.25
     per share.  In  addition,  the Company  issued to the investor a warrant to
     purchase  3,702 shares of common stock at an exercise  price of $0.25.  The
     warrant was exercised immediately.

     Also,  during October 2000, the Company completed the first of two tranches
     of its  second  draw  down,  with a  threshold  price of $0.25  per  share,
     receiving proceeds of $109,091 issuing 498,227 shares of common stock at an
     average  price  during the draw down  period of $0.22 per  share.  Further,
     pursuant to the Common Stock Purchase Agreement,  the Company agreed to pay
     the  purchaser  an  additional  $33,333  for each of the  initial six puts.

     Management  projects  that  the  Company  will  not be able  to  internally
     generate the cash that will be required to fund its  operations  and to pay
     off the  liabilities  incurred in prior  periods  until at least the end of

<PAGE>11


     calendar  year 2002.  Accordingly,  the  Company  will  require  additional
     funding to finance its  operations.  Since  December  1997, the Company has
     financed its operations through the issuance of convertible  debentures and
     demand notes to two investment  funds that are  affiliated  with each other
     and the  sale of  common  stock  under an  Equity  Line  Agreement,  but no
     assurance can be given that these  investors will continue to provide funds
     to the Company.  In this event, the Company will need to secure  additional
     financing  from  alternative  sources.  The  Company  is  already  actively
     pursuing  alternative  funding  sources.  There  can be no  assurance  that
     additional funding will be available on terms favorable to the Company.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

     During the quarter ending  September 30, 2000, the Company  received a cash
     payment as the result of a favorable  settlement  of a previously  existing
     lawsuit, which the Company had initiated as plaintiff.

Item 2.  Changes in Securities and Use of Proceeds.

    (c)   On August  15, 2000,  the  Company  entered  into three  agreements to
          issue 26,134 shares in the aggregate of the Company's  common stock in
          exchange  for past  services at market   price ranging   from $0.50 to
          $0.5625 per share.  No  commissions  were paid. The transactions  were
          exempt from registration in reliance upon Section 4(2) of the
          Securities Act.

Item 3.  Defaults Upon Senior Securities. - Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders. - Not Applicable

Item 5.  Other Information.  - Not Applicable

Item 6.  Exhibits and Reports on Form 8-K - Not Applicable


                                   SIGNATURES

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

                                          INNOVACOM, INC.
                                           (Registrant)


                          /s/ FRANK J. ALIOTO
Date: November 9, 2000        --------------------------------------------------
                              Frank J. Alioto,  Chief Executive Officer and
                              President


Date: November 9, 2000    /s/ JAMES D. CASEY
                              --------------------------------------------------
                              James D. Casey, Chief Financial Officer