SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

/X/  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended September 30, 2000.


                                       or

/_/  Transition report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

                         Commission file number: 0-25940


                           WIRE ONE TECHNOLOGIES, INC.
             (Exact Name of registrant as Specified in its Charter)

           Delaware                                          77-0312442
State or other Jurisdiction of                         I.R.S. Employer Number
Incorporation or Organization)

                   225 Long Avenue, Hillside, New Jersey 07205
                    (Address of Principal Executive Offices)


                                  973-282-2000
                (Issuer's Telephone Number, Including Area Code)

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

Yes [X]         No [_]

     The number of shares  outstanding  of the  registrant's  Common Stock as of
October 31, 2000 was 17,210,827.

<PAGE>


                           WIRE ONE TECHNOLOGIES, INC
                                      Index

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements *

        Consolidated Balance Sheets
           September 30, 2000 and December 31, 1999                           1

        Consolidated Statements of Operations
           For the Nine Months and Three Months ended
           September 30, 2000 and 1999                                        2

        Consolidated Statements of Cash Flows
           For the Nine Months ended September 30, 2000 and 1999              3

        Notes to Consolidated Financial Statements                            4

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

PART II. OTHER INFORMATION

Legal Proceedings                                                            16

Changes in Securities                                                        16

Defaults Upon Senior Securities                                              16

Submission of Matters to a Vote of Security Holders                          16

Other Information                                                            16

Exhibits and Reports on Form 8-K                                             16

Signatures                                                                   17


*    The  Balance  Sheet at  December  31,  1999 has been taken from the audited
     financial  statements  at that date.  All other  financial  statements  are
     unaudited.

<PAGE>


                           WIRE ONE TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                            September 30,     December 31,
                                                                                 2000             1999
                                                                            ------------      ------------
                                                                            (unaudited)
<S>                                                                         <C>               <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                $  2,576,066      $     60,019
   Accounts receivable-net                                                    23,552,417         6,128,221
   Inventory                                                                   7,397,585         3,602,238
   Deferred income taxes                                                         531,131           230,083
   Other current assets                                                        1,836,715           161,947
                                                                            ------------      ------------
   Total current assets                                                       35,893,914        10,182,508

Furniture, equipment and leasehold improvements-net                            4,641,989           621,443

Goodwill-net                                                                  35,072,154              --
Other assets                                                                     326,763            63,353
                                                                            ------------      ------------
   Total assets                                                             $ 75,934,820      $ 10,867,304
                                                                            ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Bank loan payable                                                        $       --        $  2,138,602
   Accounts payable                                                            6,140,243         2,022,687
   Accrued expenses                                                            2,572,042           891,033
   Income taxes payable                                                             --             124,372
   Deferred revenue                                                            5,490,390           403,524
   Customer deposits                                                             332,487            44,919
   Current portion of capital lease obligations                                   84,952            30,905
                                                                            ------------      ------------
   Total current liabilities                                                  14,620,114         5,656,042

Noncurrent liabilities:
       Capital lease obligations, less current portion                            90,563            17,444
                                                                            ------------      ------------
   Total liabilities                                                          14,710,677         5,673,486

Commitments

Series A mandatorily redeemable convertible preferred stock                   11,497,377              --

STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value;
   5,000,000 shares authorized, 2,450 shares issued and outstanding                     --                --
Common Stock, $.0001 par value; 100,000,000 authorized;
   16,953,052 and 4,910,000 shares outstanding, respectively                       1,695         5,229,740
Additional paid-in capital                                                    59,912,886           488,759
Accumulated deficit                                                          (10,187,815)         (524,681)
                                                                            ------------      ------------
   Total stockholders' equity                                                 49,726,766         5,193,818
                                                                            ------------      ------------
   Total liabilities, series A preferred stock and stockholders' equity     $ 75,934,820      $ 10,867,304
                                                                            ============      ============
</TABLE>


                 See Notes to Consolidated Financial Statements


                                      -1-
<PAGE>


                           WIRE ONE TECHNOLOGIES, INC
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 Three months ended                 Nine months ended
                                                                     September 30,                    September 30,
                                                                 2000            1999             2000            1999
                                                             ------------    ------------     ------------    ------------
<S>                                                          <C>             <C>              <C>             <C>
Net revenues                                                 $ 18,287,167    $  6,669,783     $ 35,397,300    $ 15,908,891
Cost of revenues                                               12,345,638       4,507,656       23,632,170      10,917,374
                                                             ------------    ------------     ------------    ------------

Gross margin                                                    5,941,529       2,162,127       11,765,130       4,991,517

Operating expenses:
   Selling                                                      4,666,054       1,366,972        9,252,061       3,318,047
   General and administrative                                   1,249,381         441,386        2,599,475       1,159,772
   Amortization of goodwill                                       591,048            --            859,831            --
                                                             ------------    ------------     ------------    ------------
Total operating expenses                                        6,506,483       1,808,358       12,711,367       4,477,819
                                                             ------------    ------------     ------------    ------------
Income (loss) from operations                                    (564,954)        353,769         (946,237)        513,698
                                                             ------------    ------------     ------------    ------------
Other (income) expenses
   Amortization of deferred financing costs                         9,055          12,243          334,410          30,894
   Interest income                                               (146,573)         (3,968)        (291,508)        (18,135)
   Interest expense                                                13,634          38,650           67,118         134,762
                                                             ------------    ------------     ------------    ------------
Total other (income) expenses, net                               (123,884)         46,925          110,020         147,521
                                                             ------------    ------------     ------------    ------------
Income (loss) before income taxes                                (441,070)        306,844       (1,056,257)        366,177

Income tax provision (benefit)                                       --              --               --              --
                                                             ------------    ------------     ------------    ------------
Net income (loss)                                                (441,070)        306,844       (1,056,257)        366,177
Deemed dividends on Series A convertible preferred stock
                                                                 (427,322)           --         (8,606,877)           --
                                                             ------------    ------------     ------------    ------------
Net income (loss) attributable to common stockholders        $   (868,392)   $    306,844     $ (9,663,134)   $    366,177
                                                             ============    ============     ============    ============
Net income (loss) per share:
     Basic                                                   $       (.05)   $        .06     $       (.85)   $        .07
                                                             ============    ============     ============    ============
     Diluted                                                 $       (.05)   $        .05     $       (.85)   $        .06
                                                             ============    ============     ============    ============

Weighted average number of common shares and equivalents:
     Basic                                                     16,878,118       4,910,000       11,324,374       4,910,000
                                                             ============    ============     ============    ============
     Diluted                                                   16,878,118       6,176,834       11,324,374       5,771,478
                                                             ============    ============     ============    ============
</TABLE>


                 See Notes to Consolidated Financial Statements


                                      -2-
<PAGE>


                           WIRE ONE TECHNOLOGIES, INC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                           Nine months ended
                                                                              September 30,
                                                                          2000            1999
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                   $ (1,056,257)   $    366,177
  Adjustments to reconcile net income (loss)
  to net cash provided by (used in) operating activities:
    Depreciation and amortization                                        2,073,208         241,304
    Loss on disposal of equipment                                                            1,832
    Non cash compensation                                                  130,002          65,201
    Increase (decrease) in cash attributable
      to changes in operating assets and liabilities net
      of effects from purchase of View Tech, Inc. and 2CONFER, LLC
        Accounts receivable                                             (9,645,989)     (1,437,924)
        Inventory                                                       (2,470,525)     (1,299,757)
        Other current assets                                              (946,366)       (263,455)
        Other assets                                                         4,180            --
        Accounts payable                                                (3,032,963)      2,369,152
        Accrued expenses                                                     1,425         100,047
        Income taxes payable                                              (132,130)         (2,860)
        Deferred revenue                                                 1,681,557         143,140
        Customer deposits                                                  244,082         264,845
                                                                      ------------    ------------
    Net cash (used in) provided by operating activities                (13,149,776)        547,702
                                                                      ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of furniture, equipment and leasehold improvements          (1,886,861)       (119,755)
  Costs related to acquisition of business including cash acquired      (2,029,831)           --
                                                                      ------------    ------------
    Net cash used in investing activities                               (3,916,692)       (119,755)
                                                                      ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from preferred stock offering, net                           16,150,000            --
  Exercise of warrants and options, net                                  8,782,287            --
  Payment of subordinated notes                                         (1,500,000)           --
  Financing costs                                                          (74,314)        (17,500)
  Proceeds from bank loans                                               3,350,000      10,205,000
  Payments on bank loans                                                (7,035,185)    (10,639,702)
  Payments on capital lease obligations                                    (90,273)        (20,094)
                                                                      ------------    ------------
    Net cash provided by (used in) financing activities                 19,582,515        (472,296)
                                                                      ------------    ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         2,516,047         (44,349)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              60,019         325,915
                                                                      ------------    ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                              $  2,576,066    $    281,566
                                                                      ============    ============

Supplemental disclosures of cash flow information
  Cash paid during the period for:
    Interest                                                          $     67,118    $    134,762
                                                                      ============    ============
    Income taxes                                                      $      7,798    $      3,332
                                                                      ============    ============
</TABLE>


Non cash financing and investing activities:

     During the nine months  ended  September  30,  2000,  the Company  recorded
     non-cash deemed  dividends on Series A mandatorily  redeemable  convertible
     preferred stock of $8,606,877.

     On May 18, 2000, the Company  acquired the net assets of View Tech, Inc. in
     a merger transaction accounted for as a purchase for non-cash consideration
     of $31,339,258.


                 See Notes to Consolidated Financial Statements


                                      -3-
<PAGE>


                           WIRE ONE TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September, 30, 2000


Note 1 - The Business and Merger with View Tech, Inc.

     Wire One Technologies, Inc. ("Wire One" or the "Company") was formed by the
     merger  of All  Communications  Corporation  ("ACC")  and View  Tech,  Inc.
     ("VTI") on May 18, 2000, with the former directors and senior management of
     ACC  succeeding  to the  management  of Wire One.  In  connection  with the
     merger,  each former  shareholder  of ACC received  1.65 shares of Wire One
     common  stock  for  each  share  of ACC  common  stock  held by  them.  The
     transaction  has been  accounted for as a "reverse  acquisition"  using the
     purchase method of accounting.  The reverse  acquisition method resulted in
     ACC being  recognized as the acquirer of VTI for  accounting  and financial
     reporting purposes. As a result, ACC's historical results have been carried
     forward and VTI's operations have been included in the financial statements
     commencing  on the merger  date.  Accordingly,  all 1999 results as well as
     2000 results through the merger date are those of ACC only. Further, on the
     date of the  merger,  the assets and  liabilities  of VTI were  recorded at
     their  estimated  fair  values,  with  the  excess  purchase  consideration
     allocated to goodwill.

     Wire One is a single  source  provider of video  products and services that
     assist customers with the design,  installation,  maintenance and operation
     of their  videoconferencing  systems  from its 25  offices  throughout  the
     United States. The Company offers customers videoconferencing products from
     leading manufacturers such as Accord  Telecommunications,  Inc., PictureTel
     Corporation,    Polycom,   Inc.,   SONY   Electronics,    Inc.   and   VCON
     Telecommunications,  Ltd.  and provide a  comprehensive  suite of video and
     data  services   including   installation,   bridging,   on-site  technical
     assistance, customized training, engineering and maintenance.

Note 2 - Basis of Presentation

     The accompanying  unaudited  financial  statements of the Company 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.  In the opinion of
     management,  all  adjustments  (consisting  of normal  recurring  accruals)
     considered necessary for a fair presentation have been included.  Operating
     results  for the three and nine  months  ended  September  30, 2000 are not
     necessarily  indicative  of the results  that may be expected  for the year
     ending December 31, 2000. For further  information,  refer to the financial
     statements and footnotes thereto included in VTI's and ACC's Annual Reports
     for the fiscal year ended  December  31, 1999 as filed with the  Securities
     and Exchange Commission.

     The consolidated  financial  statements include the accounts of the Company
     and its wholly owned  subsidiaries,  AllComm  Products  Corporation and VTC
     Resources,  Inc.  All  intercompany  balances  and  transactions  have been
     eliminated in  consolidation.  The Company does not segregate or manage its
     operations by business segment.

Note 3 - Income (loss) per share

     Basic net income  (loss) per share is  calculated  by  dividing  net income
     (loss)  attributable  to common  stock by the  weighted  average  number of
     common shares outstanding during the


                                      -4-
<PAGE>


                           WIRE ONE TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September, 30, 2000


     period.  In  determining  basic  loss per  share in the 2000  periods,  the
     effects of deemed dividends on Series A mandatorily  redeemable convertible
     preferred  stock are added to the net loss.  Diluted net income  (loss) per
     share is calculated by dividing net income  (loss)  attributable  to common
     stock by the weighted average number of common shares  outstanding plus the
     weighted-average number of net shares that would be issued upon exercise of
     stock options and warrants  using the treasury  stock method and the deemed
     conversion of preferred stock using the if converted method.

<TABLE>
<CAPTION>
                                                   Three Months Ended         Nine Months Ended
                                                 -----------------------   -----------------------
                                                      September 30,             September 30,
                                                 -----------------------   -----------------------
                                                    2000         1999         2000         1999
                                                 ----------   ----------   ----------   ----------
<S>                                              <C>           <C>         <C>           <C>
     Weighted average shares outstanding         16,878,118    4,910,000   11,324,374    4,910,000
     Effect of dilutive options and warrants           --      1,266,834         --        861,478
                                                 ----------   ----------   ----------   ----------

     Weighted average shares outstanding
       including dilutive effect of securities   16,878,118    6,176,834   11,324,374    5,771,478
                                                 ==========   ==========   ==========   ==========
</TABLE>

     The  weighted  average  options  and  warrants to  purchase  7,237,816  and
     6,269,919  shares of common stock were  outstanding  during the nine months
     and three months ended September 30, 2000, respectively and preferred stock
     convertible   into  2,450,000  common  shares  were  not  included  in  the
     computation  of diluted EPS because  the Company  reported a net  operating
     loss for these periods and their effect would have been antidilutive.

Note 4 - Business Combinations

     Merger with View Tech, Inc.

     On May 18, 2000 the merger of ACC and VTI was  consummated in a transaction
     that has been accounted for as a "reverse  acquisition"  using the purchase
     method. The reverse  acquisition method resulted in ACC being recognized as
     the acquirer of VTI for accounting and financial reporting purposes.

     The final  allocation of the purchase  price may differ from that reflected
     in the  unaudited  September  30, 2000  financial  statements  after a more
     extensive  review of the fair market  values of the assets and  liabilities
     has been  completed  as of the  acquisition  date.  When  such a review  is
     completed,  a portion of the purchase  price may be ascribed to  intangible
     assets (other than goodwill) that have shorter  amortization lives than the
     life ascribed to goodwill in preparing the accompanying  September 30, 2000
     financial statements. Thus, the resulting incremental amortization charges,
     if  any,  from  that  portion  of the  purchase  price  ascribed  to  other
     intangible  assets  could be  materially  different  from the  amortization
     expense presented in the pro forma financial statements.

     Following is a schedule of the purchase  price,  estimated  purchase  price
     allocation and the annual amount of goodwill  amortization to be recognized
     prospectively:


                                      -5-
<PAGE>


                           WIRE ONE TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September, 30, 2000


     Purchase Price:

     Value of securities issued                                  $31,339,258
     Direct merger costs                                           1,008,059
                                                                 -----------
       Total purchase price                                      $32,347,317
                                                                 -----------

     The value of securities issued was determined as follows:
       Value of VTI shares exchanged (relinquished)              $28,466,308
       Value of VTI options and warrants                           2,872,950
                                                                 -----------
         Total value of securities issued                        $31,339,258
                                                                 -----------

     The value of VTI shares was computed  using a five-day  average share price
     with a midpoint of December 28, 1999, the date of the merger  announcement.
     The  number of  shares  used in the  computation  is based on the View Tech
     shares outstanding as of May 18, 2000.

     Estimated Purchase Price Allocation:

     VTI assets acquired                                        $ 11,583,008
     VTI liabilities assumed                                     (13,923,289)
     Goodwill                                                     34,687,598
                                                                ------------
       Total                                                    $ 32,347,317
                                                                ------------

     The VTI assets  acquired  and  liabilities  assumed  are  derived  from the
     historical  balance sheet of VTI as of May 18, 2000. The Company  estimates
     at this  time  that  the  annual  amortization  of  goodwill  (based  on an
     amortization period of 15 years) will approximate $2,312,000.  Amortization
     expense  for the nine  months and three  months  ended  September  30, 2000
     totaled $839,831 and $571,048, respectively.

     The  following  summarized  unaudited  pro forma  information  for the nine
     months  ended  September  30,  2000  assumes  the merger of the ACC and VTI
     occurred on January 1, 2000.

                                                          Nine Months
                                                            Ended
                                                         September 30,
                                                             2000
                                                         ------------
          Net revenues                                   $ 47,637,088
          Operating loss                                   (3,213,592)
          Net loss                                         (4,814,661)
          Basic and diluted loss per share                       (.40)


                                      -6-
<PAGE>
                           WIRE ONE TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September, 30, 2000

     The  unaudited  pro forma  operating  results  reflect  estimated pro forma
     adjustments for the  amortization of intangibles of $1,734,000 for the nine
     months  ended  September  30,  2000  arising  from  the  merger  and  other
     adjustments.  These pro forma operating  results do not reflect the effects
     of the series A preferred  stock issued in June 2000.  Pro forma results of
     operations are not necessarily indicative of the results of operations that
     would have  occurred had the merger been  consummated  at the  beginning of
     2000, or of the future results of the combined entity.

     Acquisition of 2CONFER, LLC

     In  July  2000,  the  Company  acquired  the net  assets  of  2CONFER,  LLC
     ("2CONFER"), a Chicago-based provider of videoconferencing,  audio and data
     solutions. The total consideration was $800,000,  consisting of $500,000 in
     cash and the  remainder  in  Company  common  stock  valued  at the time of
     acquisition.  Assets  consisted  primarily of accounts  receivables,  fixed
     assets and goodwill and other intangibles.

     Estimated Purchase Price Allocation:

     2CONFER assets acquired                             $ 1,024,730
     2CONFER liabilities assumed                          (1,424,730)
     Goodwill                                              1,200,000
                                                         -----------
                                                         $   800,000
                                                         ===========

     The 2CONFER assets  acquired and  liabilities  assumed are derived from the
     historical  balance sheet of 2CONFER,  LLC as of July 1, 2000.  The Company
     estimates at this time that the annual  amortization  of goodwill (based on
     an amortization period of 15 years) will approximate $80,000.  Amortization
     expense  for the nine  months and three  months  ended  September  30, 2000
     totaled $20,000.

Note 5 - Bank Loan Payable

     In  June  2000,  the  Company  renewed  its  credit  facility  with  Summit
     Commercial  Gibraltar Corp., a division of Summit Bancorp.  Under the terms
     of the two-year agreement,  loan availability was increased to $15,000,000,
     based on up to 75% of  eligible  accounts  receivable  and 50% of  eligible
     inventory,  subject to an inventory cap of  $5,000,000.  Borrowings  accrue
     interest at the lender's base rate plus 1/2% per annum. The credit facility
     contains certain  financial and operational  covenants.  The Company was in
     compliance  with those  covenants at September  30, 2000.  At September 30,
     2000, there were no borrowings outstanding under this credit facility.

Note 6 - Private Placement of Preferred Stock

     In June 2000,  the Company  raised  gross  proceeds of $17.15  million in a
     private  placement of 2,450 shares of its Series A  mandatorily  redeemable
     convertible  preferred  stock. The preferred shares are convertible into up
     to 2,450,000 shares of common stock at a price of $7.00 per share,  subject
     to adjustment.  Beginning on June 14, 2001, the preferred  stockholders may
     choose an alternative  conversion  price which equals the higher of (i) 70%
     of the fixed  conversion  price then in effect or (ii) the market  price on
     any conversion date, which is equal to the average of the closing prices of
     Company  common stock during the 20  consecutive  trading days  immediately
     preceding any conversion date. Preferred stockholders may, at their option,
     have the Company redeem their shares at the earlier of three years from the
     issuance date, or the  occurrence of a triggering  event,  as defined.  The
     redemption  price is 110% of the stated value of $7,000 per share.  None of
     the  triggering  events have occurred to date.  The  preferred  shares will
     convert  automatically if the Company's shares trade at $12.50 or above for
     twenty  consecutive  trading  days  and the  underlying  shares  have  been
     registered.  The Company  registered  the shares in September  2000. At the
     issuance  date,  the  Company  recorded  a deemed  dividend  charge  and an
     offsetting  increase in additional  paid-in capital of  approximately  $8.1
     million to reflect the beneficial  conversion  price of the preferred stock
     as compared to the prevailing market price of the common stock.

                                      -7-
<PAGE>

                           WIRE ONE TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September, 30, 2000

     Investors in the private  placement  also  received  five-year  warrants to
     purchase  a total of 857,500  shares of common  stock for $10.50 per share.
     The warrants are subject to certain anti-dilution  protection.  The Company
     has valued the  warrants  at  $3,740,000  using the  Black-Scholes  pricing
     model.  The Company also issued to its placement agent warrants to purchase
     193,748  shares of  common  stock for $7.00  per  share,  and  warrants  to
     purchase  67,876 shares of common stock for $10.50 per share.  The warrants
     expire on June 14, 2005.  The Company has valued the warrants at $1,410,000
     using the Black-Scholes pricing model.

     Costs of the offering,  including  the fair value of the warrants,  totaled
     $6,150,000. This amount has been recorded as a preferred stock discount and
     is being amortized as a deemed dividend over the three-year period from the
     date of issuance to the June 2003  redemption  date.  In addition,  the 10%
     redemption  premium of  $1,715,000 is being  accreted as a deemed  dividend
     into the carrying value of the series A mandatorily  redeemable convertible
     preferred  stock over the same  period.  Such  combined  accretion  totaled
     $497,377 and $427,322 for the nine months and three months ended  September
     30, 2000, respectively.

     Based on the lowest possible  conversion price of $4.90, the maximum number
     of shares  issuable  upon  conversion  of the series A  preferred  would be
     3,500,000  shares of common stock.  The rules of the Nasdaq National Market
     only  allow the  Company  to issue up to 20% of its  outstanding  shares of
     common stock upon  conversion of the series A preferred  stock and exercise
     of the related warrants without prior  stockholder  approval.  Wire One has
     not sought nor does it intend to seek such  stockholder  approval  for this
     issuance  in the future.  Based on the  16,570,641  shares of common  stock
     outstanding on June 14, 2000, the original date of issuance of the series A
     preferred and related warrants, the Company is only able to issue 3,314,128
     shares of its common  stock  upon  conversion  of the  series A  preferred.
     Accordingly,  beginning  on June  14,  2001,  if all  shares  of  series  A
     preferred stock were converted at the lowest possible  conversion price and
     all of the related  warrants  were  simultaneously  exercised,  the Company
     could be  required  to redeem up to 730  shares of its  series A  preferred
     stock at a price of $7,700  per share for an  aggregate  purchase  price of
     $5,621,000.

Note 7 - Stock Option Plan

     In September 2000, the Company adopted and approved the Wire One 2000 Stock
     Incentive Plan ("the Plan"). The Plan permits the grant of "incentive stock
     options"  ("ISOs")  to any  employees  or  employees  of its  subsidiaries.
     Non-qualified  stock  options may be granted to  employees,  directors  and
     consultants. As of October 27, 2000, options to purchase a total of 485,474
     shares were outstanding, and 2,514,526 shares remained available for future
     grant  under the Plan.  The  Company  has  issued  approximately  1,609,000
     options that are not governed by the Plan.

     The Plan  provides  for the grant of  options,  including  incentive  stock
     options  and  non-qualified  stock  options,   stock  appreciation  rights,
     dividend   equivalent   rights,   restricted  stock,   performance   units,
     performance shares or any combination thereof (collectively, the "Awards").
     The exercise price of Awards is established by the  Compensation  Committee
     and, in the case of  incentive  stock  options the  exercise  price must be
     equal to at least  100% of the fair  market  value of a share of the common
     stock on the date of grant. The Compensation Committee determines the terms
     and provisions of each award granted under the Plan,  including the vesting
     schedule,  repurchase  provisions,  rights  of  first  refusal,  forfeiture
     provisions,  form of payment, payment contingencies and satisfaction of any
     performance criteria.

Note 8 - Subsequent Events

     In October 2000, the Company acquired the assets and certain liabilities of
     Johns Brook Co.,  Inc.'s  videoconferencing  division,  a New  Jersey-based
     provider  of  videoconferencing  solutions.  The  total  consideration  was
     $635,000,  consisting  of  $481,000 in cash and  $154,000 in the  Company's
     common stock valued at the time of acquisition.  Assets consisted primarily
     of accounts  receivable,  fixed assets, and goodwill and other intangibles.
     The  acquisition of the assets and certain  liabilities of Johns Brook Co.,
     Inc.'s  videoconferencing  division is not  considered  to be a significant
     acquisition and, accordingly,  pro forma results of operations  disclosures
     are not required.


                                      -8-
<PAGE>


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

The  following  discussion  should  be read in  conjunction  with the  Company's
consolidated  financial  statements  and the notes  thereto.  The  discussion of
results,  causes and trends should not be construed to imply any conclusion that
such results or trends will necessarily continue in the future.

The statements contained herein, other than historical  information,  are or may
be deemed to be forward-looking  statements within the meaning of Section 27A of
the  Securities  Act of 1933, as amended,  and Section 21E of the Securities and
Exchange Act of 1934, as amended,  and involve factors,  risks and uncertainties
that may  cause  the  Company's  actual  results  in  future  periods  to differ
materially from such statements. These factors, risks and uncertainties, include
the relatively  short operating  history of the Company;  market  acceptance and
availability  of new  products;  the  non-binding  and  nonexclusive  nature  of
reseller  agreements with manufacturers;  rapid  technological  change affecting
products sold by the Company; the impact of competitive products and pricing, as
well as competition from other resellers; possible delays in the shipment of new
products;  and the availability of sufficient  financial resources to enable the
Company to expand its operations.

Overview

Wire One is a leading single source provider of video  communications  solutions
that encompass the entire video  communications  value chain. The Company offers
its  customers  videoconferencing  products from leading  manufacturers  such as
Accord    Telecommunications,    Inc.   ("Accord"),    PictureTel    Corporation
("PictureTel"),  Polycom, Inc. ("Polycom"),  SONY Electronics, Inc. ("SONY") and
VCON  Telecommunications,  Ltd.  ("VCON") and provide a  comprehensive  suite of
video and data services  including  installation,  bridging,  on-site  technical
assistance,  customized training,  engineering and maintenance.  Wire One is the
number one channel partner for Polycom, a leading video equipment  manufacturer,
and a leading channel partner for the other major manufacturers.

The Company  markets and sells its video and data  products  and services to the
commercial,  federal  and state  government,  medical  and  educational  markets
through a direct  sales  force of  account  executives,  and  telemarketers  and
through resellers.  These efforts are supported by sales engineers,  a marketing
department, a call center and a professional services and engineering group. The
Company  has  sold  its  products  and  services  to over  2,500  customers  who
collectively have approximately 12,000 videoconferencing endpoints.

The Company was formed on May 18, 2000 by the merger of ACC and VTI. VTI was the
surviving legal entity in the merger. However, for financial reporting purposes,
the merger has been accounted for as a "reverse  acquisition" using the purchase
method of accounting.  Under the purchase method of accounting, ACC's historical
results have been carried forward and VTI's operations have been included in the
financial  statements  commencing  on the  merger  date.  Accordingly,  all 1999
quarterly and  year-to-date  results as well as 2000 results  through the merger
date are those of ACC only.  Further,  on the date of the merger, the assets and
liabilities of VTI were recorded at their estimated fair values, with the excess
purchase consideration allocated to goodwill.


                                      -9-
<PAGE>


In July 2000, the Company  acquired the net assets of 2CONFER,  a  Chicago-based
provider of videoconferencing, audio and data solutions. The total consideration
was $800,000, consisting of $500,000 in cash and the remainder in Company common
stock  of  $300,000  valued  at the  time  of  acquisition.  On the  date of the
acquisition,  the  assets and  liabilities  of 2CONFER  were  recorded  at their
estimated  fair  values,  with the excess  purchase  consideration  allocated to
goodwill.

By the end of this year,  Wire One expects to introduce  its  Glowpoint  network
service  ("Glowpoint").  The  Company  believes  Glowpoint  will  be  the  first
dedicated  network to provide  video  communications  by  utilizing  a dedicated
Internet  Protocol ("IP") backbone and broadband  access and,  ultimately,  will
offer the same  reliability  as a  telephone  call.  Glowpoint  subscribers  can
utilize  the  Glowpoint  network to make  videoconference  calls on demand for a
fixed monthly fee.

Over 90% of the applications  utilizing video technology are Integrated Services
Digital   Network   ("ISDN")   standards-based.   ISDN  technology  has  several
shortcomings,  including poor quality of service  ("QoS") and high  transmission
costs. In recent years, providers of video services have sought to replace older
ISDN systems with newer IP-based  technologies.  By introducing  Glowpoint,  the
Company  is  providing  the first  end-to-end  IP-based  video  network  that it
believes will make video  communications  as reliable and  commonplace  as voice
telephony.

To provide its Glowpoint service,  the Company has strategic  relationships with
Exodus  Communications  ("Exodus")  for its IP  backbone  network and with Covad
Communications  ("Covad")  and other  broadband  access  providers for dedicated
broadband access to the Glowpoint  network.  The Company will also use dedicated
IP circuits ("T1").  Leading IP videoconferencing and video networking equipment
suppliers,  including Cisco Systems,  Polycom,  RADVision and VCON, have already
announced that their products will be compatible with Glowpoint.

Glowpoint employs a proprietary network  architecture over dedicated capacity on
a high  performance  redundant  backbone.  This backbone network connects all of
Glowpoint's  points of presence  ("POPs"),  using multiple  high-speed  OC-3 and
OC-12 lines which  virtually  eliminate  the risk of a single  point of failure.
Glowpoint's  POPs consist of the best available  equipment from multiple vendors
combined in a unique proprietary  architecture.  This configuration of equipment
at its POPs is expected to provide industry-leading throughput,  scalability and
mission-critical  resiliency. Wire One also maintains a state-of-the-art network
operations  center  ("NOC") from which it monitors the operations of the network
on a 24x7 basis.


                                      -10-
<PAGE>


Results of Operations

The following table sets forth, for the periods indicated,  information  derived
from the Company's  consolidated  financial statements expressed as a percentage
of the Company's revenues:

<TABLE>
<CAPTION>
                                                  Three Months Ended           Nine Months Ended
                                                     September 30,               September 30,
                                                 -------------------          ------------------
                                                  2000          1999           2000         1999
                                                 -----         -----          -----        -----
<S>                                              <C>           <C>            <C>          <C>
Net revenues                                     100.0%        100.0%         100.0%       100.0%
Cost of revenues                                  67.5          67.6           66.8         68.6
                                                 -----         -----          -----        -----

Gross margin                                      32.5          32.4           33.2         31.4

Operating expenses:
    Selling                                       25.6          20.5           26.1         20.9
    General and administrative                     6.8           6.6            7.3          7.3
    Amortization of goodwill                       3.2           0.0            2.4          0.0
                                                 -----         -----          -----        -----

Total operating expenses                          35.6          27.1           35.8         28.2
                                                 -----         -----          -----        -----

Income (loss) from operations                     (3.1)          5.3           (2.7)         3.2
                                                 -----         -----          -----        -----

Other (income) expenses
   Amortization of deferred
       financing costs                             0.0           0.2            0.9          0.2
   Interest income                                (0.8)         (0.1)          (0.8)        (0.1)
   Interest expense                                0.1           0.6            0.2          0.9
                                                 -----         -----          -----        -----

Total other expenses, net                         (0.7)          0.7            0.3          1.0
                                                 -----         -----          -----        -----

Income (loss) before income taxes                 (2.4)          4.6           (3.0)         2.3

Income tax provision (benefit)                     0.0           0.0            0.0          0.0
                                                 -----         -----          -----        -----

Net income (loss)                                 (2.4)          4.6           (3.0)         2.3

Deemed dividends on Series A
      convertible preferred stock                 (2.3)          0.0          (24.3)         0.0
                                                 -----         -----          -----        -----

Net income (loss) attributable to
common stockholders                               (4.7)%         4.6%         (27.3)%        2.3%
                                                 =====         =====          =====        =====
</TABLE>


                                      -11-
<PAGE>


Nine Months Ended  September  30, 2000 ("2000  period")  Compared to Nine Months
Ended  September 30, 1999 ("1999  period") and Three Months Ended  September 30,
2000 Compared to Three Months Ended September 30, 1999.


     NET  REVENUES.  The Company  reported net revenues of $35.4 million for the
2000 period,  an increase of $19.5 million over  revenues  reported for the 1999
period.  Net revenues of $18.3 million for the September 2000 quarter  represent
an increase of $11.6  million  over  revenues  reported for the  September  1999
quarter.  Although  VTI  operations  have now  been  fully  integrated  into the
Company,  management  estimates  that  revenues  from  the  core  businesses  in
existence before  contributions from VTI and 2CONFER have grown approximately 25
to 30%, with revenues from VTI and 2CONFER  accounting  for the remainder of the
growth experienced in the quarter and nine months ended September 30, 2000.

     Videoconferencing - Sales of videoconferencing equipment were $29.5 million
in the 2000 period, an increase of $21.5 million over the 1999 period. Sales for
the quarter ended  September 30, 2000 were $16.2  million,  an increase of $12.9
million over the  comparable  1999 quarter.  Management  estimates that revenues
from the  core  videoconferencing  business  before  contributions  from VTI and
2Confer have grown  approximately  80 to 90%, with revenues from VTI and 2Confer
accounting  for the remainder of the growth  experienced in the quarter and nine
months  ended  September  30,  2000.  Particular  strength was noted in sales to
federal and state  government  agencies under  government  contracts such as the
State of California contract.

     Voice communications - Sales of voice communications  products and services
were $5.9 million in the 2000  period,  a $2.0  million  decrease  from the 1999
period. Sales for the quarter ended September 30, 2000 were $2.1 million, a $1.3
million  decrease  from the  comparable  1999  quarter.  These  period-to-period
declines  in the voice  communications  division  were the result of declines in
revenue from three  significant  customers.  Business with these three customers
fluctuates  from  quarter to quarter  depending  upon their  respective  capital
expenditure budgets,  acquisition  strategy,  and other factors.  These declines
should not be considered permanent in nature.

     GROSS  MARGINS.  Gross  profits were $11.8  million in the 2000 period,  an
increase of $6.8  million over the 1999  period.  Gross  profits for the quarter
ended September 30, 2000 were $5.9 million, an increase of $3.7 million over the
comparable  1999 quarter.  Gross margins  increased in the 2000 period to 33% of
net  revenues,  as  compared  to 31% of net  revenues  in the 1999  period.  The
increase  is  attributable  to  inventory  purchase  discounts  negotiated  with
videoconferencing equipment manufacturers and increases in higher margin revenue
sources such as video maintenance contracts and installation services.

     SELLING.  Selling  expenses,  which  include sales  salaries,  commissions,
overhead, and marketing costs, increased $6.0 million in the 2000 period to $9.3
million from $3.3 million for the 1999 period.  Selling expenses for the quarter
ended  September 30, 2000  increased $3.3 million to $4.7 million as compared to
$1.4 million for the comparable 1999 quarter.  Increases in selling expenses are
attributable  to increases in the number of sales  personnel  and their  related
costs and the costs of additional sales offices brought about by the merger with
VTI and the  acquisition  of  2CONFER.  The  increase  in selling  expenses as a
percentage  of net revenues in the 2000 period and the quarter  ended  September
30, 2000 resulted  from the decline in voice  communications  revenues  combined
with  relatively  fixed  selling  costs in that  division,  as well as, from the
expansion of the  videoconferencing  division on a national basis.  Prior to the
merger, ACC focused its  videoconferencing  business on customers in the Eastern
United States.  This national  expansion  resulted in increased rent and related
office expenses,  depreciation,  travel and delivery expenses as a percentage of
revenue.


                                      -12-
<PAGE>


     GENERAL AND ADMINISTRATIVE.  General and administrative  expenses increased
$1.4  million in the 2000 period to $2.6 million as compared to $1.2 million for
the 1999  period.  General and  administrative  expenses  for the quarter  ended
September  30, 2000  increased  $0.8 million to $1.2 million as compared to $0.4
million  for the  comparable  1999  quarter.  The  inclusion  of VTI general and
administrative  expenses  from the merger date through the end of the  reporting
period  was  the  significant   factor  behind  these  increases.   General  and
administrative  expenses as a percentage of net revenues for 2000 period and the
quarter ended September 30, 2000 remained  relatively  constant though,  as this
cost category grew in proportion to the growth in revenues.

     AMORTIZATION  OF GOODWILL.  The Company has allocated  approximately  $34.7
million of the VTI  merger  purchase  consideration  to  goodwill.  Amortization
expense for the 2000 period totaled $0.8 million.  The Company estimates at this
time that the annual amortization expense (based on an amortization period of 15
years)  will  approximate  $2.3  million.  In  addition,  as  a  result  of  the
acquisition of the net assets of 2CONFER,  LLC on July 1, 2000,  $1.2 million of
goodwill and $20,000 of amortization was recorded in the quarter ended September
30,  2000.  The  Company  estimates  at this time that the  annual  amortization
expense (based on an amortization period of 15 years) will approximate $80,000.

     OTHER  (INCOME)  EXPENSES.   The  principal  component  of  this  category,
amortization  of deferred  financing  costs,  increased  to $334,000 in the 2000
period as compared to $31,000 in the 1999  period.  The  increase  reflects  the
amortization  of  $305,000  related to the  issuance  of  warrants to former VTI
subordinated debt holders.  These costs were fully amortized as of September 30,
2000. In addition,  interest income  increased in the 2000 period to $292,000 as
compared to $18,000 in the 1999 period. The increase reflects interest earned on
the proceeds  received from the Company's  private  placement of 2,450 shares of
its series A  convertible  preferred  stock and related  warrants  (the "Private
Placement")  in the second  quarter of 2000 and the proceeds  received  from the
Company's warrant call in the first quarter of 2000.

     INCOME  TAXES.  During the 2000  period,  the  Company  has  established  a
valuation  allowance  to  offset  the  benefits  of  significant  temporary  tax
differences  due to the  uncertainty  of their  realization.  These deferred tax
assets  consist  primarily of net operating  losses  carried  forward in the VTI
merger, reserves and allowances, and stock-based compensation. Due to the nature
of the deferred tax assets, the related tax benefits, upon realization,  will be
credited  substantially  to the goodwill  asset or additional  paid-in  capital,
rather than to income tax expense.

     During the 1999  period,  the  Company  reversed  the  valuation  allowance
established  in 1998 in an amount  sufficient to offset tax expense  provided on
pre-tax income.


                                      -13-
<PAGE>

     NET INCOME (LOSS).  The Company reported a net loss  attributable to common
stockholders for the 2000 period of $(9.7) million, or $(.85) per diluted share,
as compared to net income  attributable to common  stockholders of $0.4 million,
or $.06 per diluted  share for the 1999  period.  The net loss  attributable  to
common stockholders for the quarter ended September 30, 2000 was $(0.9) million,
or $(.05) per diluted share,  as compared to net income  attributable  to common
stockholders of $0.3 million,  or $.05 per diluted share for the comparable 1999
quarter.   The  2000  period  contained  a  non-recurring  deemed  dividend  and
offsetting increase in additional paid-in capital of $8.1 million to reflect the
beneficial  conversion price of preferred stock issued in the Private  Placement
in the second quarter of 2000 as compared to the prevailing  market value of the
common stock.  In addition,  a $0.5 million deemed  dividend was recorded in the
period to amortize the costs of the Private  Placement.  Costs of $6.15  million
incurred in connection with the private  placement,  including the fair value of
warrants, have been recorded as a preferred stock discount and will be amortized
as a deemed dividend over the three-year period from the date of issuance to the
current  redemption  date. The Company reported a net loss of $(1.1) million for
the 2000 period as  compared  to net income of $0.4  million for the 1999 period
and for the quarter  ended  September  30, 2000 it reported a net loss of $(0.4)
million  as  compared  to net income of $0.3  million  for the  comparable  1999
quarter.

Liquidity and Capital Resources

     At September  30, 2000,  the Company had working  capital of $21.3  million
compared to $4.5  million at December  31,  1999,  an increase of  approximately
370%.  In addition,  the Company had $2.6  million in cash and cash  equivalents
compared to $60,000 at December 31, 1999. This improved working capital position
resulted  primarily from the Private Placement that raised $16.15 million in net
cash proceeds.

     The  Company  currently  has a  $15.0  million  credit  facility  with  New
York-based  Summit  Commercial  Gibraltar  Corp., a division of Summit  Bancorp.
Borrowings under this facility will bear interest at the lender's base rate plus
1/2% per annum.  The Company has not borrowed funds under this line of credit to
date.

     On June 14, 2000 the Company  completed the Private Placement with a select
group of  institutional  and strategic  investors led by Peconic Fund,  Ltd., an
affiliate of Ramius  Capital Group,  and Polycom,  Inc. The Company raised gross
proceeds of $17.15 million in the Private Placement. A one-time, non-cash deemed
dividend of  approximately  $8.1 million was recognized in the second quarter of
2000.  Other  offering costs are being  amortized over a three-year  period as a
deemed dividend and will reduce net income attributable to common  stockholders.
The  amortization  of these costs  totaled  $0.4  million in the  quarter  ended
September 30, 2000. The proceeds of the private placement are being used to fund
internal growth,  acquisitions  and expansions into emerging video  applications
technologies,  including  further  development and installation of its Glowpoint
network.

     Net cash used in  operating  activities  for the 2000  period  was  $(13.1)
million as compared to net cash provided by  operations  of $0.5 million  during
the 1999 period. Sources of operating cash in 2000 included deferred revenue and
customer  deposits.  Increases in accounts  receivable of $9.6 million resulting
from sales growth,  purchase of inventory  totaling $2.5 million and payments on
accounts  payable balances with vendors of $3.0 million were the primary uses of
operating cash in the 2000 period.

     Investing activities for the 2000 period included purchases of $1.0 million
for  bridging,  computer and  demonstration  equipment for the core business and
$0.9 million for network  equipment  related to the  Glowpoint  network that the
Company is  developing.  In addition,  cash costs  incurred in  connection  with
mergers and acquisitions totaled $2.0 million.

                                      -14-
<PAGE>

     Financing  activities  in the 2000 period  included  the Private  Placement
totaling $16.15 million in net proceeds,  proceeds from the exercise of warrants
and options totaling $8.8 million,  the net repayment of the outstanding balance
of the Company's  revolving  credit line  totaling  $3.1  million,  and the $1.5
million of VTI subordinated notes that were outstanding.

     Management  believes  that it has  adequate  capital  resources  to support
current operating levels for the next twelve months.  The Company is considering
raising up to $50  million  in a private  placement  of its common  stock in the
fourth quarter of 2000, if market  conditions are acceptable to the Company.  In
the event that the Company completes a financing transaction,  the proceeds will
be used for capital  expenditures,  acquisitions,  and the continued development
and  expansion  of  the  Glowpoint  network.  There  can  be no  assurance  that
additional financing will be available on terms acceptable to the Company, if at
all.

Inflation

     Management does not believe  inflation had a material adverse effect on the
financial statements for the periods presented.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company has exposure to interest  rate risk related to its cash  equivalents
portfolio.  The  primary  objective  of the  Company's  investment  policy is to
preserve  principal  while  maximizing  yields.  The Company's cash  equivalents
portfolio is short-term in nature,  therefore changes in interest rates will not
materially impact the Company's consolidated financial condition.  However, such
interest  rate  changes  can cause  fluctuations  in the  Company's  results  of
operations and cash flows.

The Company's $15 million  secured credit facility has an interest rate based on
the lender's  prime rate.  The Company  currently has no borrowings  outstanding
under the facility.  If the Company  should draw on the facility,  interest rate
fluctuations  could have an impact on the Company's  results of  operations  and
cash flows.

                                      -15-

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

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

     The Annual  Meeting  ("Annual  Meeting")  of  Stockholders  of the Wire One
     Technologies, Inc. was held on September 15, 2000.

     The  12,016,573  shares of Common  Stock  ("Common  Stock")  present at the
     Annual  Meeting out of a then total of 16,879,716  shares  outstanding  and
     entitled to vote acted as follows with respect to the  following  proposals
     with the following results:

     1.   (a) The  election  of Eric  Friedman  to the  Board of  Directors  was
          approved:

          For: 11,865,308  Against: 0  Abstain: 151,265  Broker Non-Votes: 0


          (b) The  election  of  Andrea  Grasso to the  Board of  Directors  was
          approved:

          For: 11,865,308  Against: 0  Abstain: 151,265  Broker Non-Votes: 0

     2.   The adoption of the Wire One  Technologies,  Inc. 2000 Stock Incentive
          Plan was approved,

          For: 8,202,665  Against: 518,701  Abstain: 59,995  Broker Non-Votes: 0

     3.   The  ratification  of the  appointment  of BDO Seidman as  independent
          auditors was approved.

          For: 11,981,334  Against: 22,884  Abstain: 11,855  Broker Non-Votes: 0

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

4.9  Wire One Technologies, Inc. 2000 Stock Incentive Plan

10.37 Fourth Amendment to Lease

27   Financial Data Schedule

(b)  Reports on Form 8-K

     None.




                                      -16-
<PAGE>


Signatures

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


                               WIRE ONE TECHNOLOGIES, INC.
                                       Registrant

Date:  October 31, 2000             By:  /s/ Richard Reiss
                                         -----------------------------------
                                    Richard Reiss,
                                    President and Chief Executive
                                    Officer


Date:  October 31, 2000             By:  /s/ Christopher Zigmont
                                         -----------------------------------
                                    Christopher Zigmont
                                    Chief Financial Officer
                                    (principal financial and accounting officer)


                                      -17-
<PAGE>


                                  Exhibit Index

                Exhibit No.                Description
                -----------                -----------

                    4.9                    Wire One Technologies, Inc. 2000
                                           Stock Incentive Plan

                    10.37                  Fourth Amendment to Lease

                    27                     Financial Data Schedule



                                      -18-