<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q

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


         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934.

         FOR THE TRANSITION PERIOD FROM ____________ TO _______________

                        COMMISSION FILE NUMBER: 000-28151

                                    PNV INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                   65-0612435
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)

             11711 N.W. 39TH STREET,
             CORAL SPRINGS, FLORIDA                        33065
     (Address of principal executive offices)            (Zip code)

                                 (954) 745-7800
              (Registrant's telephone number, including area code)

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

         (1)       Yes    [X]             No     [ ]

         (2)       Yes    [X]             No     [ ]

         The number of shares outstanding of the registrant's common stock, par
value $0.001 per share, as of May 9, 2000 was 15,943,054.



<PAGE>   2

                                    PNV INC.

                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2000

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

                         PART I - FINANCIAL INFORMATION

  ITEM 1.   Financial Statements (Unaudited)............................     3

            Balance Sheets as of June 30, 1999 and March  31, 2000
              (Unaudited)...............................................     3

            Statements of Operations for the three and nine months
              ended March 31, 1999 and 2000 (Unaudited).................     4

            Statements of Cash Flows for the nine months
              ended March 31, 1999 and 2000 (Unaudited).................     5

            Notes to Condensed Financial Statements (Unaudited).........     6

  ITEM 2.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations.................................     8

  ITEM 3.   Quantitative and Qualitative Disclosure About Market Risk...    22

                           PART II - OTHER INFORMATION

  ITEM 1.    Legal Proceedings..........................................    23

  ITEM 2.    Changes in Securities and Use of Proceeds..................    23

  ITEM 3.    Defaults Upon Senior Securities............................    23

  ITEM 4.    Submission of Matters to a Vote of Security Holders........    23

  ITEM 5.    Other Information..........................................    23

  ITEM 6.    Exhibits and Reports on Form 8-K...........................    24

  SIGNATURES............................................................    25


                                       2

<PAGE>   3

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                   PNV INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    JUNE 30, 1999       MARCH 31, 2000
                                                                                  -----------------   ------------------
<S>                                                                               <C>                 <C>
                                     ASSETS
Current Assets:
   Cash and cash equivalents.................................................     $       4,100,848   $        4,230,864
   Short-term investments....................................................             8,367,324           50,893,051
   Restricted investments....................................................            10,704,210            6,083,044
   Accounts receivable, net of allowance for doubtful accounts of $25,083 and
     $94,534 at June 30, 1999 and March 31, 2000, respectively...............               301,503            1,296,051
   Inventory.................................................................               341,208              634,434
   Prepaid expenses and other................................................               181,788              524,658
                                                                                  -----------------   ------------------
      Total current assets...................................................            23,996,881           63,662,102
Property and equipment, Net (Note 2).........................................            32,053,824           39,674,375
Deferred financing costs.....................................................             3,755,927            3,473,503
Other assets.................................................................             1,579,037            3,288,344
                                                                                  -----------------   ------------------
      Total..................................................................     $      61,385,669   $      110,098,324
                                                                                  =================   ==================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable..........................................................     $       1,256,994   $        2,756,483
   Accrued expenses..........................................................             1,621,271            5,072,363
   Accrued interest on senior notes..........................................             1,245,831            3,683,331
   Deferred revenue..........................................................               724,850            1,198,169
   Current portion of capital lease obligations..............................               294,887              334,686
   Current portion of long-term debt.........................................                25,365                1,331
                                                                                  -----------------   ------------------
      Total current liabilities..............................................             5,169,198           13,046,363
                                                                                  -----------------   ------------------
Obligations under capital leases.............................................               263,519              311,662
                                                                                  -----------------   ------------------
Long-term debt...............................................................            70,846,069           71,190,907
                                                                                  -----------------   ------------------
Series A Redeemable Preferred Stock--Par value $.01 per share; 627,630
   shares authorized and 388,065 issued and outstanding as of June 30, 1999;
   no shares authorized, issued or outstanding as of March 31, 2000..........             4,609,809                   --
                                                                                  -----------------   ------------------
Series B Cumulative Convertible Preferred Stock--Par value $.01 per share;
   1,372,370 authorized, issued and outstanding as of June 30, 1999; no
   shares authorized, issued or outstanding as of March 31, 2000.............            17,403,860                   --
                                                                                  -----------------   ------------------
Series C Cumulative Convertible Preferred Stock--Par value $.01 per share;
   3,750,000 shares authorized, 2,351,543 issued and outstanding as of
   June 30, 1999; no shares authorized, issued or outstanding as of
   March 31, 2000............................................................            20,079,630                   --
                                                                                  -----------------   ------------------
Common Stockholders' (Deficiency) Equity:
   Common stock--Par value $.001 per share; 12,000,000 and 50,000,000 shares
     authorized at June 30, 1999 and March 31, 2000, respectively; 4,328,614
     and 15,943,054 shares issued and outstanding at June 30, 1999 and
     March 31 2000, respectively.............................................                 4,328               15,758
   Additional paid-in capital................................................            13,011,612          140,863,112
   Receivable from stockholder ..............................................              (145,000)             (92,000)
   Deferred stock-based compensation.........................................            (8,345,375)          (4,459,501)
   Deferred marketing expense related to warrants............................                    --           (1,475,031)
   Accumulated deficit.......................................................           (61,511,981)        (109,302,946)
                                                                                  -----------------   ------------------
   Total common stockholders' (deficiency) equity............................           (56,986,416)          25,549,392
                                                                                  -----------------   ------------------
        Total................................................................     $      61,385,669   $      110,098,324
                                                                                  =================   ==================
</TABLE>


                       See notes to financial statements.


                                       3

<PAGE>   4

                                    PNV INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                        MARCH 31,                             MARCH 31,
                                             ------------------------------       -------------------------------
                                                  1999               2000               1999               2000
                                             -----------       ------------       ------------       ------------
<S>                                          <C>               <C>                <C>                <C>
Net Revenues ..........................      $ 2,287,604       $  4,722,296       $  5,996,803       $ 11,932,282
                                             -----------       ------------       ------------       ------------
Cost of Revenues:
    Service cost ......................        2,713,624          5,744,524          6,527,381         14,143,463
    Service depreciation ..............        1,259,697          1,831,755          3,130,303          4,954,963
    Equipment cost ....................          434,064            697,506          1,380,776          1,714,258
    Advertising .......................           27,510            578,072             42,234          1,509,283
                                             -----------       ------------       ------------       ------------
      Total cost of revenues ..........        4,434,895          8,851,857         11,080,694         22,321,967
                                             -----------       ------------       ------------       ------------

Gross margin ..........................       (2,147,291)        (4,129,561)        (5,083,891)       (10,389,685)
Selling, general and administrative
  expenses (exclusive of non-cash
  stock compensation expense shown
  below) ..............................        4,587,833         10,367,518         13,529,231         24,728,670
Stock compensation expense ............          250,000          1,708,018            250,000          6,352,140
                                             -----------       ------------       ------------       ------------
Loss from operations ..................       (6,985,124)       (16,205,097)       (18,863,122)       (41,470,495)
Interest expense ......................        2,530,756          2,658,059          7,529,617          7,956,955
Interest income and other .............         (313,638)          (784,567)        (1,617,117)        (1,636,488)
                                             -----------       ------------       ------------       ------------
      Net loss ........................       (9,202,242)       (18,078,589)       (24,775,622)       (47,790,962)
                                             -----------       ------------       ------------       ------------
      Preferred stock dividends and
        amortization of preferred
        stock issuance costs ..........         (728,513)                --         (2,134,600)        (5,826,352)
      Accretion of preferred shares
        to fair value .................               --                 --                 --        (13,439,913)
                                             -----------       ------------       ------------       ------------
      Net loss attributable to common
        stockholders ..................      $(9,930,755)      $(18,078,589)      $(26,910,222)      $(67,057,227)
                                             ===========       ============       ============       ============
      Basic and diluted net loss per
        share .........................      $     (2.30)      $      (1.14)      $      (6.23)      $      (7.10)
                                             ===========       ============       ============       ============
Shares used to compute basic and
  diluted net loss per share ..........        4,318,182         15,890,602          4,318,182          9,440,082
                                             ===========       ============       ============       ============
Pro forma basic and diluted net loss
  per equivalent share ................      $     (1.05)      $      (1.14)      $      (2.85)      $      (3.75)
                                             ===========       ============       ============       ============
Shares used to compute pro forma basic
  and diluted net loss per equivalent
  share ...............................        8,757,295         15,890,602          8,688,060         12,748,693
                                             ===========       ============       ============       ============
</TABLE>


                       See notes to financial statements.

                                       4

<PAGE>   5

                                    PNV INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                           NINE MONTHS ENDED
                                                                                               MARCH 31,
                                                                                     ------------------------------
                                                                                         1999               2000
                                                                                     ------------      ------------
<S>                                                                                  <C>               <C>
Operating Activities:
    Net loss ..................................................................      $(24,775,622)     $(47,790,962)
    Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization ...........................................         3,941,543         6,361,801
      Amortization of deferred stock-based compensation .......................           250,000         6,352,140
      Warrants issued for services ............................................                              35,892
    Changes in assets and liabilities:
      Accounts receivable .....................................................           (10,729)         (994,549)
      Inventory ...............................................................           (32,169)         (293,226)
      Prepaid expenses and other ..............................................           (90,255)         (342,871)
      Other assets ............................................................          (233,210)       (2,020,441)
      Accounts payable ........................................................          (566,865)        1,499,490
      Accrued expenses ........................................................           283,885         3,451,092
      Accrued interest on senior notes ........................................         2,762,500         2,437,500
      Deferred revenue ........................................................            72,691           473,318
                                                                                     ------------      ------------
        Net cash used in operating activities .................................       (18,398,231)      (30,830,816)
                                                                                     ------------      ------------
Investing Activities:
    Purchase of short-term investments ........................................                --       (71,334,688)
    Proceeds from sales of short-term investments .............................        13,825,545        28,808,961
    Decrease in  restricted investments .......................................         4,025,315         4,621,166
    Purchases of property and equipment .......................................       (15,609,711)      (12,410,964)
                                                                                     ------------      ------------
        Net cash provided by (used in) investing activities ...................         2,241,149       (50,315,525)
                                                                                     ------------      ------------
Financing Activities:
    Proceeds from issuance of  preferred stock ................................                --        31,500,000
    Proceeds from issuance of common stock ....................................                --        63,750,000
    Proceeds from exercise of  warrants and stock options .....................                --            82,360
    Redemption of Series A preferred stock and accrued dividends ..............                --        (4,859,432)
    Payment of stock and debt issuance costs and other ........................          (361,976)       (8,867,026)
    Receivable from stockholder ...............................................                --            53,000
    Payment of obligation under capital lease .................................          (323,606)         (358,512)
    Payment of notes payable ..................................................           (25,050)          (24,033)
                                                                                     ------------      ------------
        Net cash provided by (used in) financing activities ...................          (710,632)       81,276,357
                                                                                     ------------      ------------
Net Increase (decrease) in cash and cash equivalents ..........................       (16,867,714)          130,016
Cash and cash equivalents, beginning of period ................................        19,810,656         4,100,848
                                                                                     ------------      ------------
Cash and cash equivalents, end of period ......................................      $  2,942,942      $  4,230,864
                                                                                     ============      ============
Supplemental cash flow information:
    Interest paid .............................................................      $  4,617,601      $  4,927,411
                                                                                     ============      ============
Non-cash financing and investing activities:
Capital lease obligations relating to acquisition of property
    and equipment .............................................................      $    468,927      $    446,447
                                                                                     ============      ============
Conversion of Series B preferred stock and accrued dividends to
    common stock ..............................................................                        $ 18,199,583
                                                                                                       ============
Conversion of Series C preferred stock and accrued dividends to
    common stock ..............................................................                        $ 21,784,938
                                                                                                       ============
Conversion of Series D preferred stock and accrued dividends to
    common stock ..............................................................                        $ 31,959,375
                                                                                                       ============
Cashless exercise of common stock warrants ....................................                        $    573,660
                                                                                                       ============
Issuance of common stock warrants .............................................                        $  2,534,540
                                                                                                       ============
Issuance of Series C preferred stock ..........................................      $    184,000
                                                                                     ============
Issuance of conversion feature attached to Series D preferred stock ...........                        $ 13,372,685
                                                                                                       ============
</TABLE>


                       See notes to financial statements.

                                       5

<PAGE>   6

                                    PNV INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

The interim balance sheet as of March 31, 2000, the interim statements of
operations for the three-month and nine-month periods ended March 31, 1999 and
2000 and the interim statement of cash flows for the nine-month periods ended
March 31, 1999 and 2000 are unaudited. In the opinion of management, all
adjustments necessary for a fair presentation of such financial statements have
been included. All adjustments made were of a normal recurring nature. Certain
information and footnote disclosure normally included in the financial
statements prepared in accordance with generally accepted accounting principles
for annual financial statements have been condensed or omitted. PNV Inc. (the
"Company") believes that the disclosures included are adequate and provide a
fair presentation of interim period results. Interim financial statements are
not necessarily indicative of financial position or operating results to be
expected for the entire year. These interim financial statements should be read
in conjunction with the audited financial statements of the Company and the
notes thereto for the fiscal year ended June 30, 1999.

2.       PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                               JUNE 30,         MARCH 31,
                                                 1999             2000
                                             -----------      -----------
Site equipment and improvements .......      $34,592,877      $44,778,628
Construction equipment ................          120,611               --
Computer equipment ....................          760,719        1,971,506
Vehicles ..............................          985,014        1,679,975
Furniture, fixtures and other equipment          105,301          397,852
                                             -----------      -----------
    Subtotal ..........................       36,564,522       48,827,961
Less accumulated depreciation .........        7,332,654       12,471,210
                                             -----------      -----------
    Subtotal ..........................       29,231,868       36,356,751
Component inventory ...................        2,821,956        3,317,624
                                             -----------      -----------
Property and equipment, net ...........      $32,053,824      $39,674,375
                                             ===========      ===========

Component equipment represents equipment that is awaiting installation at a
site. Upon installation the cost of the related equipment is transferred to site
equipment and improvements and depreciation commences once the site is
operational. Component equipment is temporarily staged at the Company's
warehouse until all equipment for a site is received, certain assembly
operations are complete and the site is ready to accept the equipment for
installation. Component equipment is reclassified to site equipment upon
completion of the site on a FIFO basis for all components.

3.       NET LOSS PER SHARE

Net loss per share is computed using the weighted average number of common
shares outstanding. Shares associated with stock options and certain warrants
are not included because they are antidilutive. The shares of Series B, C and D
Preferred Stock converted into common stock effective upon the closing of the
Company's initial public offering and are included in the calculation of
weighted average number of shares as of that date.

Pro forma net loss per share is computed using the weighted average number of
common shares outstanding, including the pro forma effects of the automatic
conversion of the Company's Series B, C and D Preferred Stock into shares of the
Company's Common Stock effective upon the closing of the Company's initial
public offering as if such conversion occurred as of the beginning of the period
presented or at the date of original issuance, if later.


                                       6

<PAGE>   7

                                    PNV INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
                                   (UNAUDITED)


The following table sets forth the computation of the numerator and denominator
used in the basic and diluted and pro forma basic and diluted net loss per share
calculation:

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                               MARCH 31,                            MARCH 31,
                                                      ------------------------------       -------------------------------
                                                          1999              2000               1999               2000
                                                      -----------       ------------       ------------       ------------
<S>                                                   <C>               <C>                <C>                <C>
Numerator:
    Net loss attributable to common
      shareholders for basic and diluted net
      loss per share ...........................      $(9,930,755)      $(18,078,589)      $(26,910,222)      $(67,057,227)

Dividend and amortization of preferred stock ...          728,513                 --          2,134,600          5,826,352

Accretion of preferred shares to fair value ....               --                 --                 --         13,439,913
                                                      -----------       ------------       ------------       ------------
Proforma net loss attributable to common
    shareholders for basic and diluted net loss
    per share ..................................      $(9,202,242)      $(18,078,589)      $(24,775,622)      $(47,790,962)
                                                      ===========       ============       ============       ============
Denominator:
    Weighted average shares used in basic and
      diluted net loss per share ...............        4,318,182         15,890,602          4,318,182          9,440,082

Weighted average effect of pro forma securities:
    Series B cumulative convertible preferred
      stock ....................................        1,875,000                 --          1,875,000            959,682
    Series C cumulative convertible preferred
      stock ....................................        2,328,543                 --          2,328,543          1,230,730
    Series D cumulative convertible preferred
      stock ....................................               --                 --                 --            806,193
    Cumulative convertible preferred stock
      dividends for Series B and C .............          235,570                 --            166,335            305,057
    Mandatorily convertible warrants ...........               --                 --                 --              6,949
                                                      -----------       ------------       ------------       ------------
Denominator for pro forma basic and diluted net
    loss per share .............................        8,757,295         15,890,602          8,688,060         12,748,693
                                                      ===========       ============       ============       ============
</TABLE>


                                       7

<PAGE>   8

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

The information in this discussion contains certain forward-looking statements
that are based upon our current expectations. When used in this Form 10-Q, the
words "intend," "anticipated," "believe," "estimate," "plan" and "expect" and
similar expressions are included to identify forward-looking statements. Our
actual results and the timing of certain events could differ materially from
those anticipated in these forward-looking statements as a result of certain
risks and uncertainties, many of which are beyond our control. These risks and
uncertainties include those described in "Risk Factors" and elsewhere in this
10-Q. In light of the significant risks and uncertainties inherent in these
forward-looking statements, you should not consider this information to be a
guarantee by us or any other person that our objectives and plans will be
achieved or our expectations will be met.

This discussion should be read in conjunction with our financial statements and
notes thereto as of June 30, 1998 and 1999 and for each of the years ended June
30, 1997, 1998 and 1999, included in our S-1 Registration Statement filed with
the Securities and Exchange Commission in connection with the initial public
offering of our common stock and our financial statements and the related notes
thereto included elsewhere in this report.

OVERVIEW

From November 1993 to November 1995, our predecessor, Park `N View, Ltd.
developed our network and installed and operated it at one truckstop as a field
test. There were no revenues or significant selling expenses generated by Park
`N View, Ltd. during this period. Following the formation of PNV in September
1995, and the transfer to PNV of the business and net liabilities of Park `N
View, Ltd., we began the buildout of our network utilizing principally proceeds
from sales of our securities and began offering services on our network in
December 1995 with the deployment of our network at our first truckstop site.

As of March 31, 2000, our network was available at 273 full-service truckstops.
The following table sets forth the number of monthly subscribers and daily
members to the telecommunications, cable television and Internet access services
offered through our network during the last month in each of our six most recent
quarters.

                         MONTHLY         DAILY           ISP
PERIOD                 SUBSCRIBERS      MEMBERS    SUBSCRIBERS ONLY     TOTAL
------                 -----------      -------    ----------------     -----

December 1998.....       21,997         11,203            --           33,200
March 1999 .......       21,632         14,136            --           35,768
June 1999 ........       21,317         13,829            --           35,146
September 1999....       24,803         10,456            --           35,259
December 1999.....       27,317          7,688            729          35,734
March 2000 .......       32,295          9,211          1,576          43,082

We began to offer Internet access service on our network in July 1999. We
initially offered this service free of charge on a promotional basis. In
November 1999, we began to charge separate fees for monthly subscriptions and
daily memberships to this service. We launched our portal website in October
1999 and through this portal website we are creating content for the trucking
community, including drivers and their families, industry suppliers and
manufacturers, truckstop operators and trucking fleets. During March 2000, we
had 4,708 monthly subscribers to our Internet access service, many of whom were
also subscribers to our telecommunications and cable television services. As of
March 31, 2000, we had approximately 16,000 users registered for our portal
website.

For the three months ended March 31, 2000, our revenues were generated
principally from sales to truck drivers of monthly subscriptions and daily
memberships to the telecommunications, cable television and Internet access
services offered through our network, as well as advertising sales, prepaid
phone card operations, resale of long distance telephone minutes and usage fees
from our public Internet kiosks. As of March 31, 2000 we had deployed 255
prepaid phone card machines and 180 public Internet kiosks.

During the three months ended March 31, 2000, we began to offer our subscribers
the option of being billed directly on a monthly basis for amounts owed for our
services.

In March 2000, we signed an agreement with America Online, Inc., or AOL, under
which our content and services for the trucking and logistics industry will be
available across several AOL brands for the 26-month term of the agreement.
Under this


                                       8

<PAGE>   9

agreement, we have paid or will pay AOL $8,000,000. Of this amount, $2,000,000
was paid in April 2000. This $2,000,000 was recorded as other assets and accrued
expenses at March 31, 2000. Of the remaining $6,000,000 owed to AOL, $1,000,000
is due in each of June 2000, September 2000, December 2000, March 2001, June
2001 and September 2001. The entire $8,000,000 amount will be amortized on a
straight line basis over the 26-month term of the agreement and will be
recognized as selling, general and administrative expenses. Our agreement with
AOL also provides us with the use of AOL's sales and marketing resources to
generate advertising revenue for our portal website. We will pay AOL a
commission on any such revenue.

In April 2000, we also issued to AOL a warrant to purchase 287,590 shares of our
common stock at an exercise price of $6.6875 per share. This warrant became
exercisable in full in May 2000. We intend to recognize the value of this
warrant as selling, general and administrative expenses. The value of this
warrant was determined using the Black-Scholes option pricing model to be
$1,200,000. We have recorded this amount as deferred marketing expense which we
intend to amortize on a straight-line basis over the 26-month term of our
agreement with AOL.

We also intend to recognize the value of warrants issued to PACCAR Inc. in
November 1999 as selling, general and administrative expenses. We are
determining the value of these warrants using the Black-Scholes option pricing
model. The vesting of these warrants depends on PACCAR's purchase of $1.0
million of our advertising services in each of two years following the date we
issued the warrant. The unvested portion of the warrants will be remeasured each
quarter and if different from the fair value in determining the deferred
marketing expense that we recorded in the prior quarter will be reflected as an
additional charge or credit at that time. Accordingly, the higher our stock
price is at the time of remeasurement, the more significant will be the deferred
marketing expense that we will be required to record and the portion of this
amount to be recognized as selling, general and administrative expenses. At the
time the warrants vest, the fair value of the vested portion will be remeasured
for a final time and will not continue to be remeasured in subsequent periods.
The deferred marketing expense recorded for the PACCAR warrants at March 31,
2000 was $310,230, which we intend to amortize over the term of the PACCAR
commitment and recognize as selling, general and administrative expenses.

We have incurred significant net losses and experienced substantial negative
cash flow since inception. During the past nine months we have significantly
increased our operating expenses and expect these expenses to continue at least
at current levels for the forseeable future.

RESULTS OF OPERATIONS

Three months and nine months ended March 31, 2000 and 1999

Net Revenues. Our net revenues increased 106% to $4,722,000 for the three months
ended March 31, 2000 from $2,288,000 for the three months ended March 31, 1999
and increased 99% to $11,932,000 for the nine months ended March 31, 2000 from
$5,997,000 for the nine months ended March 31, 1999. The increase in revenues
for the three months and nine months ended March 31, 2000 was primarily
attributable to new revenues derived from advertising and prepaid phone card
operations, as well as, to a lesser extent, additional subscription revenues and
the resale of long distance telephone minutes. Our net revenues increased 23% to
$4,722,000 for the three months ended March 31, 2000 from $3,829,000 for the
three months ended December 31, 1999.

Cost of Revenues. Cost of revenues, excluding service depreciation, increased
121% to $7,020,000 for the three months ended March 31, 2000 from $3,175,000 for
the three months ended March 31, 1999 and 118% to $17,367,000 for the nine
months ended March 31, 2000 from $7,950,000 for the nine months ended March 31,
1999. The increase in cost of revenues, excluding service depreciation, for the
three months and nine months ended March 31, 2000 was principally due to costs
associated with the increases in the number of truckstops at which our network
was deployed and in sales volume and, in addition, with respect to the nine
months ended March 31, 2000, to costs of T-1 lines and routing equipment both of
which we added to our network beginning in the three months ended December 31,
1998. The number of truckstops at which our network is deployed increased 29% to
273 as of March 31, 2000 from 212 sites as of March 31, 1999.

Service costs (which includes commissions payable to truckstops, cable
programming, T-1 lines, local telephone lines, long distance minutes purchased
for resale, routing equipment leases, prepaid phone card operations and site
repairs) increased 112% to $5,745,000 for the three months ended March 31, 2000
from $2,714,000 for the three months ended March 31, 1999 and 117% to
$14,143,000 for the nine months ended March 31, 2000 from $6,527,000 for the
nine months ended March 31, 1999. In particular, the cost of T-1 lines and local
telephone lines and purchased long distance minutes increased 141% to $2,823,000
for the three months ended March 31, 2000 from $1,171,000 for the three months
ended March 31, 1999. For the nine months ended March 31, 2000 the cost of T-1
lines and local telephone lines and purchased long distance minutes increased
138% to $6,499,000 from $2,730,000 for the nine months ended


                                       9

<PAGE>   10

March 31, 1999. These increases were due to increases in the number of
truckstops at which our truckstop is deployed, long distance telephone minutes
included with subscriptions, long distance minutes included with prepaid phone
cards and the addition of T-1 lines which we added to our network in the three
months ended December 31, 1998. The increases in service costs were also due to
increases in sales volume, commissions due to a truckstop related to our prepaid
phone card operations which we began to offer in April 1999 and routing
equipment leases which we also added to our network in the three months ended
December 31, 1998. Included in service cost is approximately $400,000 associated
with the replacement connectors installed in our parking lot access points to
enhance connectivity quality and the distribution of replacement cables to
current subscribers. The distribution of replacement cables to prior subscribers
was recognized as selling, general and administrative expenses. Additional
service costs will be recognized under this program in three months ending June
30, 2000.

Service depreciation increased $572,000 to $1,832,000 for the three months ended
March 31, 2000 from $1,260,000 for the three months ended March 31, 1999.
Service depreciation increased $1,825,000 to $4,955,000 for the nine months
ended March 31, 2000 from $3,130,000 for the nine months ended March 31, 1999.
These increases in service depreciation reflect the additional buildout of our
network.

Advertising expense is principally associated with advertising revenue generated
from Connect!, our monthly cable television guide and lifestyle magazine. We had
no revenue from sales of advertising in Connect! during the nine months ended
March 31, 1999 and did not solicit advertising during this period because
Connect! was a cable television guide. Therefore, costs associated with Connect!
during this period were categorized as marketing expenses and included in
selling, general and administrative expenses. Advertising expense for the three
and nine months ended March 31, 2000 was $578,000 and $1,509,000, respectively.

Gross Margin. Gross margin was a negative amount of $4,130,000 for the three
months ended March 31, 2000 compared to a negative amount of $3,314,000 for the
previous quarter ended December 31, 1999 and to a negative amount of $2,147,000
for the three months ended March 31, 1999. For the nine months ended March 31,
2000 the gross margin was a negative amount of $10,390,000 compared to a
negative gross margin of $5,084,000 for the nine months ended March 31, 1999.

Selling Expense. Selling expense increased 108% to $4,653,000 for the three
months ended March 31, 2000 from $2,242,000 for the three months ended March 31,
1999. The increase was primarily attributable to an increase in salaries,
travel, including per diem, and marketing expenses. Salaries increased 57% to
$1,763,000 for the three months ended March 31, 2000 from $1,120,000 for the
three months ended March 31, 1999. Travel expenses increased 24% to $358,000
from $288,000 for the three months ended March 31, 1999. Marketing expenses
increased 206% to $2,340,000 for the three months ended March 31, 2000 from
$765,000 for the three months ended March 31, 1999. The increase in salary and
travel expenses reflects additional costs associated with personnel to expand
our sales and marketing programs. The cost of cables that were distributed to
prior subscribers during the three months ended March 31, 2000 were categorized
as marketing expenses. These new cables are required to connect to replacement
connectors installed in our parking lot access points to enhance connectivity
quality. This expense was approximately $900,000 in this period and will
continue into the next quarter. The cost of cables distributed to current
subscribers is included in cost of sales. Also categorized as marketing expense
was the proportional amortization of the warrants granted in prior periods and
the marketing fee in connection with AOL marketing agreement signed on March 15,
2000. During the three months ended March 31, 2000 we had deferred marketing
expense related to warrants granted to PACCAR Inc. which resulted in additional
marketing expenses of $62,000.

For the nine months ended March 31, 2000, selling expense increased 75% to
$10,927,000 from $6,261,000 for the nine months ended March 31, 1999. The
increase was primarily attributable to an increase in salaries, travel,
including per diem, and marketing expenses. Salaries increased 59% to $4,839,000
for the nine months ended March 31, 2000 from $3,046,000 for the nine months
ended March 31, 1999. Travel expenses increased 26% to $1,263,000 for the nine
months ended March 31, 2000 from $1,005,000 for the nine months ended March 31,
1999. Marketing expenses increased 85% to $3,851,000 for the nine months ended
March 31, 2000 from $2,087,000 for the nine months ended March 31, 1999. The
increase in salaries and travel reflected additional personnel to expand our
sales and marketing programs. The increase in marketing expenses reflected
additional marketing efforts to increase subscriptions to services offered on
our network. This increase would have been greater if certain costs associated
with Connect! magazine had not been reclassified to cost of sales.


                                       10

<PAGE>   11

The cost of cables that were distributed to prior subscribers during the nine
months ended March 31, 2000 were categorized as marketing expenses. These new
cables are required to connect to replacement connectors installed in our
parking lot access points. The expense was approximately $900,000 in this period
and was a significant contributor to the increase in marketing expenses for the
period. These expenses will continue into the fourth quarter. The cost of cables
distributed to current subscribers is recorded in cost of sales. Also
categorized as marketing expenses is the amortization of the warrants granted to
AOL in connection with the marketing agreement signed on March 15, 2000.

General and Administrative Expenses. General and administrative expenses
increased 144% to $5,715,000 for the three months ended March 31, 2000 from
$2,345,000 for the three months ended March 31, 1999. The increase was primarily
attributable to an increase in salaries and travel. Salaries, increased 158% to
$2,977,000 for the three months ended March 31, 2000 from $1,152,000 for the
three months ended March 31, 1999. Salaries primarily increased due to
additional personnel related to the creation and maintenance of our portal
website and the development of additional service offerings and to a lesser
extent, salaries increased because of additional personnel in other departments
within the Company and a severance accrual to a former officer. Travel expense
increased 109% to $554,000 for the three months ended March 31, 2000 from
$265,000 for the three months ended March 31, 1999. Professional fees decreased
43% to $77,000 for the three months ended March 31, 2000 from $134,000 for the
three months ended March 31, 1999.

For the nine months ended March 31, 2000, total general and administrative
expenses increased 90% to $13,802,000 from $7,268,000 for the nine months ended
March 31, 1999. The increase was primarily attributable to an increase in
salaries, travel and professional fees. Salaries, including salaries of
additional personnel related to the creation and maintenance of our portal
website and the development of additional service offerings, increased 107% to
$7,372,000 for the nine months ended March 31, 2000 from $3,564,000 for the nine
months ended March 31, 1999. Travel expenses increased 99% to $1,444,000 for the
nine months ended March 31, 2000 from $726,000 for the nine months ended March
31, 1999. Professional fees increased 23% to $493,000 for the nine months ended
March 31, 2000 from $401,000 for the nine months ended March 31, 1999.

Stock Based Compensation Expense. During the nine months ended March 31, 2000
and the nine months ended March 31, 1999, we granted options to purchase our
common stock to employees and consultants at the exercise prices below the
deemed fair market value of our common stock on the grant dates for financial
reporting purposes. As a result, for the nine months ended March 31, 2000 and
the nine months ended March 31, 1999, we recorded additional deferred
stock-based compensation of $2,308,000 and $250,000, respectively. In addition,
we recognized stock-based compensation expense of $6,352,000 and $250,000 for
the nine months ended March 31, 2000 and the nine months ended March 31, 1999,
respectively, for these options and the options granted in the third and fourth
quarters of fiscal 1999 and first and second quarters of fiscal 2000.

Interest Expense (Income) and Other - Net. Interest expense (income) and other -
net decreased to $1,873,000, for the three months ended March 31, 2000 from
$2,217,000 of interest income and other - net for the three months ended March
31, 1999. For the nine months ended March 31, 2000 interest expense (income) and
other - net increased to $6,320,000 from $5,913,000 of interest income and other
- net for the nine months ended March 31, 1999. The changes in net interest
expense for the three months and nine months ended March 31, 2000 compared to
the three months and nine months ended March 31, 1999 is primarily attributable
to the change in interest income over those periods that was earned on cash
proceeds from various equity offerings.

Net Loss. Net loss increased 96% to $18,079,000 for the three months ended March
31, 2000 from $9,202,000 for the three months ended March 31, 1999. The net loss
increased 93% to $47,791,000 for the nine months ended March 31, 2000 from
$24,776,000 for the nine months ended March 31, 1999. We expect to incur
significant net losses and experience substantial negative cash flows for the
foreseeable future.


                                       11

<PAGE>   12

LIQUIDITY AND CAPITAL RESOURCES

In November 1999, we completed an initial public offering of our common stock
selling 3,750,000 shares for $17.00 per share. We received net proceeds of
approximately $57,450,000 after deducting underwriting discounts and commissions
and offering expenses. Since our incorporation in September 1995, we have
satisfied our cash requirements through the proceeds of sales of common stock,
preferred stock, certain debt securities and 13% notes, which we sold together
with warrants to purchase 505,375 shares of our common stock.

Net cash used in operating activities was $30,831,000 and $18,398,000 for the
nine months ended March 31, 2000 and 1999, respectively. The $12,433,000
increase in net cash used in operating activities for the nine months ended
March 31, 2000 compared to the nine months ended March 31, 1999 primarily
resulted from an increase in the net loss of $23,015,000 to $47,791,000 for the
nine months ended March 31, 2000 compared to a net loss of $24,776,000 for the
nine months ended March 31, 1999. The net loss for the nine months ended March
31, 2000 was partially offset by an increase in non-cash expenditures for
depreciation, amortization, warrants issued for services and stock option
compensation expense of $8,558,000 to $12,750,000 for the nine months ended
March 31, 2000 from $4,192,000 for the nine months ended March 31, 1999. For the
nine months ended March 31, 2000, the accounts receivable increase of $984,000
from the nine months ended March 31, 1999 reflects partially an increase in
revenue from sources having payment terms of 30-60 days. These revenue sources
include advertising and monthly subscription sales under our payroll deduction
program, fleet-funded subscription sales and home billing. In the past, a larger
portion of our revenue was generated from sales of subscriptions under our power
plan program and vending machine sales, both of which are cash sales.

Net cash (used in) provided by investing activities was $(50,316,000) and
$2,241,000 for the nine months ended March 31, 2000 and 1999, respectively. The
$52,557,000 increase in net cash used in investing activities for the nine
months ended March 31, 2000 compared to the nine months ended March 31, 1999
resulted from the increase in net purchases of short-term investments in the
amount of $56,351,000 for the nine months ended March 31, 2000 following our
receipt of proceeds from our Series D preferred stock offering in September 1999
and our initial public common stock offering in November 1999. This increase was
partially offset by a decrease in capital expenditures of $3,199,000 to
$12,411,000 for the nine months ended March 31, 2000 from $15,610,000 for the
nine months ended March 31, 1999. The decrease in capital expenditures was
principally the result of a decrease in the number of truckstops at which we
installed our network to approximately 53 truckstops during the nine months
ended March 31, 2000 compared to 94 installations during the nine months ended
March 31, 1999, offset by additional capital expenditures of approximately
$2,000,000 for kiosks and prepaid phone card machines.

Net cash provided by (used in) financing activities was $81,276,000 and
$(711,000) for the nine months ended March 31, 2000 and 1999, respectively. The
$81,987,000 increase in net cash provided by financing activities for the nine
months ended March 31, 2000 compared to the nine months ended March 31, 1999
resulted primarily from our Series D Preferred Stock offering and initial public
common stock offering during the nine months ended March 31, 2000.

In the nine months ended March 31, 2000, our working capital increased
$31,788,000 from June 30, 1999. The increase was primarily attributable to an
increase in short term investments of $42,526,000 which resulted from the
receipt of proceeds from our Series D preferred stock offering and our initial
public common stock offering.

Beginning with the November 2000 scheduled interest payment on our 13% notes, we
will be required to make these interest payments from our available cash. During
fiscal 2001, these payments will total $9,750,000.

If our net revenues do not increase substantially in the short-term, we will
need additional funds in fiscal 2001. We intend to develop funding strategies
and explore alternatives for raising additional capital for both our short-term
and long-term cash needs. If additional funds are raised through the issuance of
equity securities, our stockholders may experience significant dilution.
Furthermore, there can be no assurance that additional financing will be
available when needed or that if available, such financing will include terms
favorable to our stockholders or us. If such financing is not available when
required or is not available on acceptable terms, we expect that we may
experience insufficient liquidity. Any inability to fund our future capital
requirements could have a material adverse effect on our business, operating
results and financial condition.


                                       12

<PAGE>   13


RISK FACTORS

    WE HAVE BEEN IN BUSINESS FOR A SHORT PERIOD OF TIME AND WE HAVE NOT BEEN
    PROFITABLE AND EXPECT FUTURE LOSSES AND NEGATIVE CASH FLOW.

From November 1993 to November 1995, our predecessor, Park `N View, Ltd.,
developed our network and installed and operated it at one truckstop as a field
test. We began offering services on our network in December 1995 with the
completion of our first site. We deployed our network at 14 truckstops in 1996,
59 truckstops in 1997, 113 truckstops in 1998, 71 truckstops in 1999 and 14 for
the period from January 2000 to March 2000. Consequently, we have a limited
operating history upon which you may evaluate us and we face all of the risks
and uncertainties of early-stage companies. To date, we have not been
profitable. We may never be profitable or, if we become profitable, we may be
unable to sustain profitability. We have recognized limited revenues since our
inception and have incurred substantial costs to build and deploy our network,
offer our services and operate our business. We have incurred net losses of
approximately $109.3 million from our inception through March 31, 2000. To date,
our cash flow from operations has been substantially insufficient to meet our
cash requirements. We expect to incur substantial net losses and experience
substantial negative cash flow for the foreseeable future.

    MANY OF OUR COSTS ARE FIXED ON BOTH A LONG-TERM AND SHORT-TERM BASIS AND WE
    MAY NOT BE ABLE TO REDUCE THEM IN A TIMELY MANNER; WE HAVE RECENTLY
    INCREASED OUR COSTS SIGNIFICANTLY AND WE EXPECT OUR COSTS TO CONTINUE TO
    INCREASE.

A high percentage of the costs of operating our network are fixed, including our
commitments under our contract with AT&T for T-1 lines and our equipment leases
with Cisco for routers. If our revenues do not increase, we may not be able to
reduce our costs in a timely manner to account for any shortfall in revenues. In
addition, many of our costs are based on our expectations of the future demand
for our services and are relatively fixed in the short-term. Recently, we
significantly increased our operating costs and our capital expenditures. We
plan to further increase our costs during the remainder of fiscal 2000 and,
beginning in November 2000, we will be required to make the scheduled semiannual
interest payments on our $75.0 million in aggregate principal amount of 13%
notes due 2008 from our available cash. If we are unable to increase our
revenues from our current sources and generate revenue from other sources in
order to fund our operating losses and capital expenditures, we may be required
to curtail or cease our operations. We may not be able to sustain our current
revenues or successfully generate additional revenue.


                                       13

<PAGE>   14

    IF OUR NET REVENUES DO NOT INCREASE SUBSTANTIALLY IN THE SHORT-TERM, WE WILL
    NOT HAVE SUFFICIENT FUNDS FOR WORKING CAPITAL AND CAPITAL EXPENDITURES AND
    WILL BE REQUIRED TO SEEK ADDITIONAL FINANCING IN THE FUTURE, WHICH MAY NOT
    BE AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL.

If our net revenues do not increase substantially in the short-term, we will
need to seek additional financing in fiscal 2001 to fund our capital
requirements. Additional funding may not be available on acceptable terms, if at
all. Any needed financing may not be available on terms acceptable to us, or at
all. If adequate funds are not available on acceptable terms, we may curtail or
cease our operations. Moreover, even if we are able to continue our operations,
if we are unable to obtain any needed financing, our business could suffer due
to our inability to continue the buildout of our network, provide our current
and planned services and products and expand our business.

    OUR FAILURE TO INCREASE OUR REVENUES OR GENERATE REVENUE FROM NEW SOURCES
    WOULD PREVENT US FROM ACHIEVING AND MAINTAINING PROFITABILITY.

Currently, our revenues are generated primarily from sales of subscriptions to
the telecommunications and cable television services offered on our network and
to a lesser extent from prepaid phone card operations and resales of long
distance telephone minutes and advertising sales. Our future success depends
upon, among other things, our ability to increase revenues from our current
sources and generate revenues from additional sources. If we are unable to
increase our revenues from our current sources and generate revenue from other
sources, we may be required to curtail or cease our operations. We may not be
able to sustain our current revenues or successfully generate additional
revenue.

    IF WE DO NOT RETAIN OUR CURRENT SUBSCRIBERS OR INCREASE SALES OF
    SUBSCRIPTIONS TO SERVICES OFFERED ON OUR NETWORK, OUR RECURRING REVENUES
    WILL NOT INCREASE AND OUR INCREMENTAL COSTS OF ACQUIRING AND RETAINING
    CUSTOMERS MAY INCREASE.

Our future success depends upon our ability to significantly increase the number
of subscribers to services currently offered on our network and to generate fees
for Internet access service. The number of our total active subscribers has not
increased significantly since September 1998. Even if truck drivers initially
subscribe to our network, they may not renew their subscriptions. There are many
factors that could cause a subscriber to cancel an ongoing monthly subscription
or fail to purchase a subscription, including dissatisfaction with our network
and the services offered, or with the number and location of the truckstops at
which our network is available, or truck driver turnover. Some drivers have
experienced problems in connecting to our network due to an accumulation of
moisture in the parking lot access points, or bollards. This operational problem
may cause drivers to cancel or decide not to purchase a subscription. In July
1999, we began offering Internet access service free of charge on a promotional
basis. In November 1999, we began charging separate subscription fees for this
service. Truck drivers may be unwilling to purchase a subscription to this
service. Many truck drivers may not own a computer for accessing the Internet.
Our power plan and payroll deduction programs, designed to increase ongoing
monthly subscriptions, may not be successful. If ongoing monthly subscriptions
do not increase, our recurring revenues will not increase, our incremental costs
of acquiring and retaining subscribers may increase and our business may suffer.

    IF WE DO NOT INCREASE OUR RESALES OF LONG DISTANCE MINUTES, OUR REVENUES MAY
    NOT INCREASE AS CONTEMPLATED BY OUR BUSINESS PLAN AND WE MAY NOT ACHIEVE OR
    MAINTAIN PROFITABILITY.

Our future success also depends upon our ability to increase our resales of long
distance telephone minutes. We began marketing resold long distance telephone
minutes in February 1999. Since that time we have increased our sales of resold
long distance from $36,000 in February 1999 to $100,000 in March 2000. We
believe that increasing competition in the telecommunications industry will
result in significantly lower prices for long distance services. We may not be
able to reduce our prices sufficiently to compete effectively. Our failure to
increase our sales of resold long distance minutes on a profitable basis could
restrict the growth of our revenues and our ability to achieve or maintain
profitability.


                                       14

<PAGE>   15

    IF ELECTRONIC COMMERCE TRANSACTIONS ON OUR PORTAL WEBSITE DO NOT DEVELOP, WE
    MAY NOT BE ABLE TO OPERATE OUR PORTAL OR OUR BUSINESS PROFITABLY.

Our success depends upon our ability to develop and generate revenue from
electronic commerce activities on our portal website. If we are unable to
develop electronic commerce activities on our portal or if business-to-business
electronic commerce within the trucking industry does not grow or grows more
slowly than expected, our portal website and our business may not achieve or
maintain profitability. Many truck drivers may not have a computer for accessing
the Internet from their trucks which may adversely affect the growth of
electronic commerce in the trucking industry and on our portal.

    IF THE INTERNET IS NOT ADOPTED AS AN ADVERTISING MEDIUM OR IF WE CANNOT
    ATTRACT ADVERTISERS, OUR ADVERTISING REVENUES WILL NOT INCREASE AS PLANNED.

Our business model contemplates that we will generate significant advertising
revenue from sales of advertising in Connect!, our monthly television
programming guide and lifestyle magazine for truck drivers, and on our portal
website. We began publishing Connect! in July 1999 and launched our portal in
October 1999. If we do not successfully develop content for Connect! and the
portal that attracts a significant number of truck drivers and other trucking
industry participants, it is unlikely that we will be able to attract
advertisers. The growth of Internet advertising requires validation of the
Internet as an effective advertising medium. This validation has yet to fully
occur. Acceptance of the Internet among advertisers will also depend on growth
in the commercial use of the Internet. If we do not generate advertising revenue
or if widespread commercial use of the Internet does not develop, or if the
Internet does not develop as an effective and measurable medium for advertising,
our revenues will not increase as planned and we may not be able to operate our
portal website or business profitably.

    OUR HIGH DEBT LEVELS MAY ADVERSELY AFFECT OUR ABILITY TO OPERATE AND EXPAND
    OUR BUSINESS.

We have a significant amount of debt outstanding. On March 31, 2000, we had
$71.2 million of outstanding indebtedness. We may not be able to meet our debt
service requirements. We will be in default under the terms of the indenture
governing our 13% notes if we are unable to make required interest payments or
we otherwise fail to comply with the various covenants in the indenture. We are
required to make semiannual interest payments on our 13% notes in May and
November of each year. The 13% notes mature in May 2008. We have made the first
three interest payments and intend to make the next interest payment from funds
and securities in an escrow account. Beginning with the November 2000 scheduled
interest payment, we will be required to make these interest payments from our
available cash. A default would permit the holders of our 13% notes to
accelerate the maturity of these notes, which we may be unable to pay. Even if
we are able to pay these notes from our funds or from borrowed funds, we could
be prevented from continuing the buildout of our network, providing our current
and planned services and products or expanding our business. Even if we are able
to meet our debt service obligations, the amount of debt we have could adversely
affect us in a number of ways. For example, we could be required to dedicate a
substantial portion of our cash flow from operations to the payment of principal
and interest on our debt, thereby reducing the funds available for the growth of
our business.

    IF WE DO NOT MEET OUR OBLIGATIONS UNDER CONTRACTS WITH TRUCKSTOP OPERATORS,
    THESE TRUCKSTOP OPERATORS MAY ENTER INTO CONTRACTS WITH OTHER PROVIDERS.

Most of our current revenues are generated from our operations at truckstops. We
expect that the provision of telecommunications, cable television and Internet
access services through our network will continue to be a primary source of
revenue for the foreseeable future. TravelCenters of America owns or operates
over 150 of the truckstops that we have under contract. We have contracted with
truckstop operators located throughout the United States. While most independent
truckstop owners who own a single truckstop execute a standard contract, the
contracts executed by truckstop chains that operate multiple truckstops vary
significantly. These contracts generally provide that the truckstop chains and
independent truckstop owners may terminate the contracts, and our exclusive
rights under the contracts, if we fail in any material respect to perform any of
our obligations under the contracts and fail to remedy the breach within 30 days
after we receive notice of the breach. Any failure by us to meet our contractual
obligations that results in the termination of our contracts could impair our
network and the sale of services over our network.


                                       15

<PAGE>   16

    OUR CONTRACTS WITH TRUCKING ASSOCIATIONS TO INSTALL OUR NETWORK AT
    APPROXIMATELY 300 MEMBER TRUCKSTOPS ARE NOT LEGALLY BINDING ON THEIR MEMBERS
    AND MAY NOT RESULT IN THE INSTALLATION OF OUR NETWORK AT THESE TRUCKSTOPS.

As of March 31, 2000, we had entered into contracts with the three largest
trucking associations representing more than 300 additional independent
truckstops pursuant to which these associations have agreed to permit us to
offer our services to their members. These associations do not have authority to
legally bind their members. Therefore, while each association has granted us the
right to offer cable television and telephone services to their members, this
contractual provision is not binding on any member. Prior to installation of our
network at an association member's truckstop, we must enter into a contract with
the association member granting us the right to install our network at the
member's truckstops. Accordingly, our contracts with truckstop associations may
not result in our network being installed at additional truckstop locations.

    OUR TELECOMMUNICATIONS AND CABLE TELEVISION SERVICES COMPETE WITH THOSE
    OFFERED BY MANY WELL-ESTABLISHED COMPETITIVE PROVIDERS.

The market for telecommunications services, particularly long distance
telecommunications services, is highly competitive. Carriers compete principally
on the basis of ease of access, functionality and cost. Our telecommunications
services currently compete with traditional long distance services, with public
phones, cellular and other wireless telephones, calling cards, prepaid phone
cards, as well as collect call and toll-free number services. We believe that
drivers currently use public phones located at truckstops for a significant
number of the calls they make and we may not successfully attract drivers who
predominantly use these public phones. Moreover, we face particular constraints
in our ability to keep our prices competitive for our prepaid phone cards.
Specifically, our contractual arrangements with third parties relating to the
prepaid phone cards that we offer may make it difficult or impossible for us to
reduce our prices for prepaid long distance minutes to compete effectively on a
profitable basis. Finally, competitive pressures on companies like ours in the
long distance telecommunications sector, in particular, also seems likely to
increase with the entry of one or more Regional Bell Operating Companies into
their own home long distance markets, which appears imminent. Competition in the
markets for cable and other video services is becoming increasingly more
competitive. While our competition today largely consists of alternatives
located outside the truck cab and primarily in the truckstop (e.g., community
television and game rooms inside the truckstop), we believe that a small number
of professional truck drivers have purchased direct broadcast satellite dishes
to receive television programming in their cabs. Cable, direct broadcast
satellite, and other video service providers to such users as residential
apartment buildings could seek to compete by offering cable television
programming to truckstops. We may not be able to compete successfully against
these providers, most of which will have access to greater resources and provide
more programming than our network. Some of our competitors, including those
arising from the consolidation of or strategic alliances between
telecommunications and/or cable television companies are well established
companies with significantly greater financial, marketing and programming
resources than we have. Our failure to compete successfully with these and
future competitors, including those arising from the emergence or increased
utilization of new and developing technologies, could have a material adverse
effect on our financial condition and results of operation.

    COMPETITION FOR OUR CURRENT AND PLANNED INTERNET ACCESS SERVICES IS LIKELY
    TO INCREASE IN THE FUTURE AND MAY PRECLUDE US FROM OFFERING THESE SERVICES
    ON A PROFITABLE BASIS.

The market for providing Internet access is extremely competitive and highly
fragmented. There are no substantial barriers to entry, and we expect that
competition will continue to intensify. We may not be able to compete
successfully against current or future Internet service providers, many of whom
may have financial resources greater than ours. Increased competition could
cause us to increase the sales and marketing expenses related to our Internet
access services as well as cause our users to obtain Internet access from other
sources. We may not be able to offset the effects of these increased costs
through an increase in the number of subscribers to our Internet access service
and we may not have the resources to continue to compete successfully as an
Internet service provider. We believe that new competitors, including large
computer hardware and software, media, and telecommunications companies, will
continue to enter the Internet access market. As consumer awareness of the
Internet grows, existing competitors are likely to further increase their
emphasis on their Internet access services, resulting in even greater
competition. In addition, telecommunications companies may be able to offer
customers reduced communications costs in connection with these services,
reducing the overall cost of their Internet access solutions and significantly


                                       16

<PAGE>   17

increasing pricing pressures on our Internet access services. The ability of our
competitors to acquire other Internet service providers, to enter into strategic
alliances or joint ventures or to bundle other services and products with
Internet access could also put us at a significant competitive disadvantage. We
recently commenced the deployment of public Internet kiosks in the truckstops of
two major chains. There is at least one company that has installed
Internet/e-mail kiosks in a number of truckstops.

    COMPETITION FOR OUR CURRENT AND PLANNED INTERNET PRODUCTS AND SERVICES IS
    LIKELY TO INCREASE IN THE FUTURE AND MAY PREVENT US FROM ESTABLISHING
    CUSTOMER AND ADVERTISING BASES FROM WHICH TO GENERATE REVENUES AS PLANNED.

Competition for Internet products and services and electronic commerce is
intense. We expect that competition will continue to intensify. Barriers to
entry are minimal, and competitors can launch new websites at a relatively low
cost. Various websites currently exist that provide content and commerce
solutions to the trucking community. Several of these websites have market
acceptance, established customer and advertising bases and offer a greater
variety of content and applications than our portal may initially offer. Our
competitors may develop new Internet products or services that are superior to,
or have greater market acceptance than, our products and services.

    WE ARE DEPENDENT ON THIRD PARTIES FOR THE PUBLIC PHONE AND PREPAID PHONE
    CARD OPERATIONS WE OFFER AND, IF THESE THIRD PARTIES DISCONTINUE DOING
    BUSINESS WITH US, WE MAY NOT BE ABLE TO MAINTAIN THESE OPERATIONS IF WE ARE
    UNABLE TO FIND ADEQUATE REPLACEMENTS.

We are currently dependent on third parties for the public phone and a portion
of the prepaid phone card operations that we offer truckstops. We are obligated
to provide public phone operations in the truckstops of one major chain. We have
contracted with a third party to provide these operations and do not intend to
provide this service directly. This third party's failure to provide public
phone operations would result in our breach of our contract with the truckstop
chain. Our system is currently unable to provide all of the components necessary
for prepaid phone card operations. Although we believe that other third parties
could provide these services for us or, over time, we could develop the systems
so that we could provide these services, any inability to rely on third party
systems without disruption prior to such development would eliminate our ability
to offer prepaid phone card operations to truckstops.

    WE DEPEND ON THIRD PARTIES TO SUPPLY US WITH PROGRAMMING AND EQUIPMENT AND,
    IF THESE THIRD PARTIES DISCONTINUE DOING BUSINESS WITH US, OUR ABILITY TO
    PROVIDE COMPETITIVE TELECOMMUNICATIONS AND CABLE TELEVISION SERVICES MAY
    SUFFER IF WE ARE UNABLE TO FIND ADEQUATE REPLACEMENTS.

We purchase our satellite equipment, headend equipment, telephone switching
equipment, computer hardware and cable programming from outside suppliers and do
not have purchase agreements with any supplier other than our cable programming
supplier, Echostar Communications Corporation. We presently purchase our
satellite equipment and computer hardware from a sole supplier and we believe
that limited alternative sources for these items exist. If we were required to
purchase alternative telephone switching equipment from another source, it would
require the reprogramming of some of our software or if we were required to
purchase any alternative equipment from another source, it could require that we
modify and redesign our network in certain respects which, in each case, could
result in service delays and expense to us. In addition, we purchase the cable
programming offered on our network from Echostar. Although we believe that
limited alternative sources for cable programming exist, utilizing an
alternative source could require retrofitting certain equipment at each
truckstop site and could result in an interruption in our ability to offer cable
television services through our network for a limited period of time. If we are
unable to obtain any of the foregoing equipment, particularly telephone
switching equipment, or cable programming, our ability to buildout and operate
our network and expand our business in a timely fashion could suffer. We depend
on a few third-party suppliers of hardware components. Currently, we acquire
routers used to provide our networking services from only one source. From time
to time, we have experienced delayed delivery from some suppliers. If we are
unable to develop alternative sources of supply, if required, we could
experience delays and increased costs in expanding our network infrastructure.


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<PAGE>   18

    SECURITY BREACHES OF OUR NETWORK AND INAPPROPRIATE USE BY INTERNET USERS
    COULD DISRUPT OUR SERVICE AND PREVENT US FROM INCREASING OUR SUBSCRIBER BASE
    AND DISRUPT TRANSACTIONS ON OUR NETWORK.

The future success of our business will depend on the security of our network
and, in part, on the security of the network infrastructures of our third-party
providers, over which we have no control. Despite the implementation of security
measures, our infrastructure is vulnerable to computer viruses or similar
disruptive problems. Computer viruses or problems caused by third parties,
including the sending of excessive volumes of unsolicited bulk e-mail or "spam,"
could lead to interruptions, delays, or cessation in service to our subscribers.
Third parties could also potentially jeopardize the security of confidential
information stored in our computer systems or our subscribers' computer systems
by their inappropriate use of the Internet, which could cause losses to us or
our subscribers or deter persons from subscribing to our services. Inappropriate
use of the Internet includes attempting to gain unauthorized access to
information or systems, commonly known as "cracking" or "hacking." Although we
intend to continue to implement security measures to prevent this, "hackers"
have circumvented security measures adopted by others in the past, and may be
able to circumvent our security measures in the future. To alleviate problems
caused by computer viruses or other inappropriate uses or security breaches, we
may have to interrupt, delay, or cease service to our subscribers, which could
result in cancellations of subscriptions, failures to renew subscriptions or
reduced sales of subscriptions. In addition, we expect that our subscribers will
increasingly use the Internet for commercial transactions in the future. Any
network malfunction or security breach could cause these transactions to be
delayed, not completed at all, or completed with compromised security.
Subscribers or others may assert claims of liability against us as a result of
any failure by us to prevent these network malfunctions and security breaches.
Until more comprehensive security technologies are developed, the security and
privacy concerns of existing and potential subscribers may inhibit the growth of
the Internet service industry in general and our subscriber base and revenues in
particular.

    WE MAY INCUR SUBSTANTIAL EXPENSES OR DISCONTINUE CERTAIN SERVICES IF WE ARE
    FOUND LIABLE FOR INFORMATION DISSEMINATED ON OUR NETWORK OR IF WE MUST
    IMPLEMENT MEASURES TO REDUCE OUR EXPOSURE TO THESE LIABILITIES.

Since the law relating to liability of Internet service providers for
information carried on or disseminated through their networks is not settled,
even with the defenses available in Section 223 of the Communications Decency
Act of 1996 and the recent enactment of the Digital Millennium Copyright Acts,
we may be subject to such liability. A number of lawsuits have sought to impose
liability for defamatory speech, indecent materials and infringement of
copyrighted materials. The United States Supreme Court has let stand a lower
court ruling that an Internet service provider was protected from liability for
material posted on its system by a provision of the Communications Decency Act.
However, the findings in that case may not apply in other circumstances. Other
courts have held that online service providers and Internet service providers
may be subject to damages for copying or distributing copyrighted materials.
Provisions of the Communications Decency Act that imposed criminal penalties for
using an interactive computer service for transmitting obscene or indecent
communications have been found unconstitutional by the United States Supreme
Court. However, the Child Online Protection Act requires limits on access to
pornography and other material deemed "harmful to minors." This legislation
imposes criminal penalties and civil liability. Numerous states have adopted or
are adopting similar types of legislation. We may be subject to claims relating
to content that is published on or downloaded from our site. We also could be
subject to liability for content that is accessible from our website through
links to other websites or that is posted by users in chat rooms or bulletin
boards. Potential liability imposed on Internet service providers like us for
material carried on or disseminated through our network could require us to
implement measures to reduce our exposure to that liability. These measures may
require us to spend substantial resources or discontinue certain service
offerings. We do not have errors and omissions insurance that would cover claims
relating to these risks. The imposition of liability could expose us to
significant costs and cause our business to suffer.

    WE MUST ADAPT TO TECHNOLOGY TRENDS AND EVOLVING CUSTOMER NEEDS OR WE WILL
    NOT BE COMPETITIVE.

The services that we offer through our network are characterized by evolving
technology, changes in customer needs, rapidly growing competition and frequent
new product and service introductions. Our future success will depend, in part,
on our ability to:

         o        effectively use and offer leading technologies;


                                       18

<PAGE>   19

         o        continue to develop our technical expertise;

         o        enhance our current networking services;

         o        develop new products and services that meet changing customer
                  needs;

         o        advertise and market our services; and

         o        influence and respond to emerging industry standards and other
                  technological changes.

We must accomplish these tasks in a timely and cost-effective manner. New
technologies, such as wireless data transmissions, or industry standards may
replace or provide lower cost alternatives to our existing products and services
or could render our existing products and services noncompetitive and adversely
affect their marketability. We also believe that our ability to compete
successfully depends on the continued compatibility and interoperability of our
services with products and architectures offered by other vendors. Although we
intend to support emerging standards in the market for the Internet and other
network connectivity, new industry standards could emerge, and we may not be
able to conform to these new standards in a timely fashion and maintain a
competitive position in the market. Our pursuit of necessary technological
advances and maintenance of technological compatibility may require substantial
time and expense.

    BECAUSE WE DO NOT HAVE REMOTE BACK-UP FACILITIES, THE FAILURE OF OUR
    COMPUTER AND COMMUNICATIONS HARDWARE SYSTEMS COULD RESULT IN CUSTOMER
    DISSATISFACTION AND REDUCED USE OF OUR NETWORK.

We depend on the efficient and uninterrupted operation of our computer and
communications hardware systems in Coral Springs, Florida. However, we do not
have remote back-up facilities for our computer systems. Interruptions could
result from natural disasters, technical failures, including power loss, the
failure of telecommunications equipment and systems and similar events. Any
interruptions in the delivery of our services could result in customer
dissatisfaction and which in turn could adversely affect usage of our network
and our revenues.

    OUR FAILURE TO COMPLY WITH THE BURDENSOME GOVERNMENT REGULATIONS OF THE
    TELECOMMUNICATIONS INDUSTRY OR CHANGES IN THESE REGULATIONS COULD RESULT IN
    OUR INABILITY TO PROVIDE CERTAIN SERVICES AND COULD DECREASE OUR REVENUES
    AND INCREASE OUR COSTS.

Regulation of the telecommunications industry is changing rapidly. As a provider
of telecommunications services nationwide, we are subject to varying degrees of
regulation in each of the jurisdictions in which we provide our services. Laws
and regulations, and the interpretation of such laws and regulations, differ
significantly among the jurisdictions in which we operate. These laws and
regulations are, moreover, subject to changes as a result of ongoing regulatory
implementation proceedings, subject to review by courts and otherwise. This is
particularly true in regard to Internet services, which, while not heavily
regulated at this time, are the subject of intense debate over the degree that
they should be regulated in the future, if at all. There can be no assurance
that future regulatory, judicial and legislative changes will not have a
material adverse effect on the company, that regulators and/or third parties
will not raise material issues with regard to our compliance or non-compliance
with applicable regulations, and/or that we will be in compliance with all such
laws and regulations at any one point in time. Regulatory considerations that
affect and may limit our business include:

         o        certification, tariffing and other market entry requirements;

         o        requirements to obtain prior approval from or notify the FCC
                  and state public utility commissions of certain corporate
                  actions including transfers of control of certificated
                  carriers, transfers of carrier assets including customer
                  bases, carrier stock offerings, the incurrence by carriers of
                  significant indebtedness and name changes; and

         o        universal service and other ongoing filing and, in some cases,
                  contribution requirements.


                                       19


<PAGE>   20

Delay or failure in complying with applicable regulations could result in
sanctions, including fines or other penalties, and our authorizations being
conditioned, modified, canceled, terminated or revoked, which would limit or
eliminate our ability to provide telecommunications services. Conditions,
modifications, cancellations, termination or revocation could result in a
significant loss of revenues and may cause our business to suffer. We may be
subject to sanctions, including fines, penalties, and/or revocation of our
existing authorizations for our provision of telecommunications services in
certain jurisdictions prior to our having obtained necessary regulatory
authorization. We may also be subject to fines or other sanctions for failure to
seek prior approval, where necessary, for certain corporate actions, and/or
failure to notify the FCC and/or state public utility commissions in a timely
enough fashion.

    IF WE BECOME SUBJECT TO GOVERNMENTAL REGULATION OF CABLE TELEVISION
    COMPANIES, WE COULD INCUR SIGNIFICANT COSTS AND THE CONTINUED BUILDOUT OF
    OUR NETWORK COULD BE DELAYED.

Cable television companies are subject to extensive governmental regulation.
Because our cable system equipment is installed exclusively on private property,
we do not believe that we are subject to such regulations. Were we to be
required to comply with such regulations, however, our business may suffer due
to greatly increased expense, potential delay or prevention of the continued
buildout of our network and management distraction.

    OUR INTERNET ACCESS SERVICE MAY BECOME REGULATED BY THE FEDERAL
    COMMUNICATIONS COMMISSION OR OTHER GOVERNMENT AGENCIES WHICH COULD DECREASE
    OUR REVENUES AND INCREASE OUR COSTS.

Internet service providers are not currently regulated like telecommunications
service providers by the Federal Communications Commission or any other United
States governmental agency. Nevertheless, Internet-related regulatory policies
are continuing to develop, primarily as determined by the industry itself, and
it is possible that we could be exposed to direct governmental regulation in the
future. For example, in its April 10, 1998 Report to Congress, while reaffirming
that Internet service providers should be classified as "information service
providers" rather than regulated "telecommunications providers" under the terms
of the Telecommunications Act of 1996, the FCC stated its intention to consider
whether to regulate voice and fax telephony services provided over the Internet
as "telecommunications" even though Internet access itself would not be
regulated. We cannot predict whether in the future the FCC will modify its
current policies against regulation of Internet service providers. Moreover, a
number of state commissions have initiated proceedings relating to the
regulation of, and adopted laws impacting, certain Internet-related services.
Others could do the same in the future. Due to the increasing popularity and use
of the Internet, it is possible that additional laws and regulations may be
adopted with respect to the Internet, covering issues such as content, privacy,
access to some types of content by minors, pricing, bulk e-mail or "spam,"
encryption standards, consumer protection, electronic commerce, taxation,
copyright infringement, and other intellectual property issues. Internet service
providers are, of course, subject to certain regulations applicable to
businesses generally. We cannot predict the impact, if any, that any future
regulatory changes or developments may have on our business, financial
condition, and results of operations. Changes in the regulatory environment
relating to the Internet services industry, including regulatory changes that
directly or indirectly affect telecommunications costs or increase the
likelihood or scope of competition from regional telephone companies or others,
could increase our costs and make it difficult for us to compete effectively.

    LIMITATIONS IMPOSED BY RESTRICTIVE COVENANTS COULD LIMIT HOW WE CONDUCT
    BUSINESS AND OUR ABILITY TO GENERATE REVENUES AND PROFITS.

The indenture governing our 13% notes contains covenants that restrict our
ability to, among other things:

         o        incur additional debt;

         o        pay dividends and make other distributions;

         o        prepay subordinated indebtedness;

         o        repurchase capital stock;

         o        make investments and other restricted payments;


                                       20

<PAGE>   21

         o        engage in transactions with affiliates;

         o        engage in business other than the provision of
                  telecommunications, television, Internet and other related
                  services to the trucking industry;

         o        enter into sale and leaseback transactions;

         o        create liens;

         o        sell assets; and

         o        engage in mergers and consolidations and certain other events
                  which could cause an event of default.

As a result of these restrictions, we are limited in how we conduct our business
and we may be unable to raise additional debt or equity financing to operate
during general economic or business downturns, to compete effectively or to take
advantage of new business opportunities. This may affect our ability to generate
revenues and make profits.

    THE PROVISIONS OF OUR CERTIFICATE OF INCORPORATION, BYLAWS AND DELAWARE LAW
    THAT HINDER A CHANGE IN CONTROL COULD NEGATIVELY AFFECT OUR COMMON STOCK
    PRICE, DISCOURAGE BIDS FOR OUR COMPANY OR REDUCE ANY PREMIUMS THAT COULD BE
    PAID TO OUR STOCKHOLDERS.

Provisions of our certificate of incorporation and bylaws may discourage, delay
or make more difficult changes in control that are not approved by our board of
directors or prevent the removal of incumbent directors. The existence of these
provisions may have a negative impact on the price of the common stock and may
discourage third-party bidders from making a bid for our company or may reduce
any premiums paid to stockholders for their common stock. In addition, our 13%
notes are redeemable on changes in our control and the removal of directors
under certain circumstances, which may have a similar effect. In particular,
these provisions prohibit stockholder action by written consent, require advance
notice for nomination of directors and for stockholders proposals and allow only
the chairman of the board or a majority of the directors to all a special
stockholders' meeting. We have 8,750,000 shares of preferred stock authorized,
none of which is currently designated. As a result, our board of directors may
designate and issue preferred stock without stockholder approval. Furthermore,
as a Delaware corporation, we are subject to Section 203 of the Delaware General
Corporation Law. In general, this law prevents a person who becomes the owner of
15% or more of the corporation's outstanding voting stock from engaging in
specified business combinations for three years unless specified conditions are
satisfied.

     OUR STOCK PRICE HAS BEEN AND WILL BE VOLATILE.

The stock market has experienced extreme price and volume fluctuations. The
market prices of the securities of Internet-related and technology companies
have been especially volatile. The trading prices of many Internet-related and
technology companies' stocks have reached historical highs within the last 52
weeks and have reflected relative valuations substantially above historical
levels. During the same period, these companies' market prices have also been
highly volatile and have recorded lows well below their historical highs. Until
recently, there has been no public market for our common stock. We cannot
predict the extent to which investor interest in PNV will lead to the
development of an active trading market or how liquid that market might become.
We have suffered significant declines in the market price of our common stock.
The trading price of our common stock may fluctuate in the future. In the past,
companies that have experienced volatility in the market price of their stock
have been the object of securities class action litigation. If we were the
object of securities class action litigation, it could result in substantial
costs and a diversion of our management's attention and resources.


                                       21


<PAGE>   22

    FUTURE SALES OF OUR COMMON STOCK MAY NEGATIVELY AFFECT OUR STOCK PRICE.

We have a large number of shares of common stock outstanding and available for
resale beginning at various points in time in the future. The market price of
our common stock could decline as a result of sales of a large number of shares
of our common stock in the market, or the perception that such sales could
occur. These sales also might make it more difficult for us to sell equity
securities in the future at a price that we think is appropriate, or at all.

    WE MAY NOT HAVE IDENTIFIED ALL THE RISKS AND UNCERTAINTIES THAT WE MAY FACE.

The risks described in this section or elsewhere in this report are not the only
ones that we may face. Although this report includes the material risks that we
are aware of at this time, additional risks that are not yet identified or that
we currently think are immaterial may materially adversely affect our business,
results of operations and financial condition in the future.

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The following discusses our exposure to market risk related to changes in
interest rates, equity prices and foreign currency exchange rates. This
discussion contains forward-looking statements that are subject to risk and
uncertainties. Actual results could vary materially as a result of a number of
factors including those set forth entitled "Risk Factors." We do not use any
derivative financial instruments for hedging, speculative or trading purposes.

As of March 31, 2000, we had short-term investments and restricted investments
of approximately $50.9 million and $6.1 million, respectively. Substantially all
of the short-term investments consisted of highly liquid investments with
remaining maturities at the date of purchase of less than 180 days. The
restricted investments consisted of US Treasury securities with remaining
maturities of less than one year. These investments are subject to interest rate
risk and will decrease in value if market interest rates increases. A
hypothetical increase or decrease in market interest rates by 10% from the March
31, 2000 rates would cause the fair value of these investments to decline by an
insignificant amount. We have the ability to hold these investments until
maturity and, therefore, we do not expect our operating results, cash flows or
the value of these investments to be affected to any significant degree by the
effect of a sudden change in market interest rates. Declines in interest rates
over time will, however, reduce our interest income.

We do not own any equity investments. Therefore, we do not currently have any
direct equity price risk.

At March 31, 2000, we had fixed interest rate debt of $75 million. A
hypothetical increase or decrease in market interest rates by 10% from the March
31, 2000 rates would not have a material impact on the fair market value of this
debt. We do not hedge any interest rate exposure.

All of our revenues are realized currently in U.S. dollars. In addition, we do
not maintain any asset or cash account balances in currencies other than the
United States dollar. Therefore, we do not believe that we currently have any
significant direct foreign currency exchange rate risk.


                                       22


<PAGE>   23

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

(c)      Sales of Unregistered Securities.

During the three months ended March 31, 2000, we issued to America Online, Inc.
a warrant to purchase 287,599 shares of common stock at $6.6875 per share. We
issued this warrant in connection with an interactive services agreement that we
entered into with AOL in reliance on the exemption from registration under the
Securities Act of 1933 provided by section 4(2) thereof.

(d)      Use of Proceeds from Sales of Registered Securities.

On November 30, 1999, we completed an initial public offering of our common
stock. The managing underwriters in this offering were CIBC World Markets, Allen
& Company Incorporated, Volpe Brown Whelan & Company and William Blair &
Company. The shares of common stock sold in the offering were registered under
the Securities Act of 1933, as amended, under a registration statement on Form
S-1 (Reg. No. 333-87343) that was declared effective by the SEC on November 23,
1999. Pursuant to the Registration Statement, 3,750,000 shares of common stock
were sold at a price to the public of $17.00 per share. The aggregate offering
price of the initial public offering to the public was $63,750,000. In
connection with this offering, we paid an aggregate of $4,462,050 in
underwriting discounts to the underwriters. Additional related expenses incurred
by us through March 31, 2000 were approximately $1,800,000. The net proceeds to
us from the initial public offering, after deducting underwriting discounts and
commissions and other offering expenses, were approximately $57,450,000.

Of the net proceeds, we used approximately $4,859,000 to redeem our Series A
preferred stock. As of March 31, 1999 we had not used any additional net
proceeds. Pending use of the net proceeds we have invested these funds in
short-term, investment grade, interest-bearing securities.

Other than amounts paid in connection with the redemption of the Series A
preferred stock held by entities affiliated with Patricof & Co. Ventures, Inc.,
with which two of our directors are affiliated and which, as of December 31,
1999 beneficially owns approximately 15% of PNV's outstanding common stock, none
of the net proceeds of our initial public offering were paid directly or
indirectly to any director or officer or their associates, any person owning 10%
or more of any class of our equity securities of PNV, or any affiliate.

ITEM 3.  Defaults Upon Senior Securities.

None.

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

None.

ITEM 5.  OTHER INFORMATION.

None.


                                       23

<PAGE>   24

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

(a)  Exhibits.

     EXHIBIT NUMBER                    DESCRIPTION OF EXHIBIT
     --------------                    ----------------------

          10.1          Interactive Services Agreement dated March 15, 2000 by
                        and between PNV, Inc. and America Online, Inc.

          10.2          Warrant to purchase 287,599 shares of common stock
                        dated as of March 15, 2000, issued to America Online,
                        Inc.

          27.1          Financial Data Schedule

(b) Reports on Form 8-K (for SEC use only).

No reports on Form 8-K were filed on behalf of PNV during the three months ended
March 31, 2000.


                                       24


<PAGE>   25

                                   SIGNATURES

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

                                     PNV INC.

                                     /s/  Robert P. May
                                     -------------------------------------------
                                     Robert P. May, Chief Executive Officer


  Date:  May 14, 2000                /s/  R. Michael Brewer
                                     -------------------------------------------
                                     R. Michael Brewer, Vice President - Finance



                                       25