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


                                   FORM 10-QSB/A
                                (Amendment No. 2)


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

                 For the quarter period ended September 30, 2000

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

                        _____________ to ______________

                           Commission File No. 0-25896

                            5TH AVENUE CHANNEL CORP.
        (Exact name of small business issuer as specified in its charter)

                FLORIDA                                   59-3175814
      (State or other jurisdiction of       (I.R.S. Employer Identification NO.)
       incorporation or organization)

         3957 N.E. 163RD STREET
        NORTH MIAMI BEACH, FLORIDA                          33160
  (Address of principal executive offices)                (Zip Code)

                                 (305) 947-3010
                           (Issuer's telephone number)


         Securities registered under Section 12(G) of the Exchange Act:

                     Common Stock, par value $.001 per share
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months and (2) has been
subject to such filing requirements for the past 90 days. YES [ ] NO [x]

As of September 30, 2000, there were 14,476,437 shares of the issuer's Common
Stock outstanding.

Transitional Small Business Disclosure Format. YES [ ] NO [x]
<PAGE>
                            5th AVENUE CHANNEL CORP.


                                   FORM 10-QSB/A
                                (Amendment No. 2)


                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I       FINANCIAL INFORMATION                                                   PAGE NO.

<S>          <C>                                                                     <C>
   ITEM 1.       Condensed Consolidated Financial Statements
                     Balance Sheets as of September 30, 2000 (Unaudited) and
                          December 31, 1999                                            3
                     Unaudited Statements of Operations for the three
                           months ended September 30, 2000 and 1999.                   4
                     Unaudited Statements of Operations for the nine
                           months ended September 30, 2000 and 1999.                   5
                     Unaudited Statements of Cash Flows for the nine months
                            ended September 30, 2000 and 1999                          6
                     Unaudited Notes to Condensed Consolidated  Financial
                           Statements                                                  7

   ITEM 2.       Management's Discussion and Analysis of Financial Condition and
                     Results of Operations                                            13

PART II      OTHER INFORMATION                                                        22

   ITEM 2.       Changes in Securities                                                22


   ITEM 5.       Other Information                                                    23

   ITEM 6.       Exhibits                                                             24

SIGNATURES                                                                            25
</TABLE>

                                       2
<PAGE>

                            5TH AVENUE CHANNEL CORP.
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                          September 30,   December 31,
                                                                              2000            1999
                                                                          ------------    ------------
                                                                          (Unaudited)
<S>                                                                       <C>             <C>
                                   ASSETS
                                   ------
Current Assets:
   Cash and cash equivalents                                              $     24,402    $  2,024,143
   Accounts receivable, net                                                    135,847         555,514
   Other receivables                                                           426,345
   Inventory                                                                    70,100         210,486
   Loans and notes receivable related parties                                   57,721          87,924
   Prepaid expenses and other current assets                                   353,836         143,640
                                                                          ------------    ------------

         Total Current Assets                                                1,068,252       3,021,707

Property and Equipment, net                                                  2,171,585       1,500,411
Security Investments                                                           104,388
Licenses, net                                                                4,092,524       4,331,897
Goodwill, net                                                                1,901,100       2,078,292
Notes Receivable, Related parties                                              344,319         310,353
Other Assets                                                                   192,652         222,699
                                                                          ------------    ------------

                                                                          $  9,874,820    $ 11,465,359
                                                                          ============    ============
                     LIABILITIES & STOCKHOLDERS' EQUITY
                     ----------------------------------

Current Liabilities
   Accounts payable and accrued expenses                                  $  3,397,976    $  1,343,029
   Accrued payroll, Pres./Chairman of the Board                                637,500         450,000
   Notes payable                                                               849,037
   Current portion of long-term debt                                           193,778          87,433
   Loans and notes payable, related parties                                     97,523          55,081
   Loans payable,  President/Chairman of  the  Board                         1,800,806       2,268,308
   Obligation under capital leases                                             266,656
   Deferred revenue                                                            201,400          91,400
                                                                          ------------    ------------

         Total Current Liabilities                                           7,444,676       4,295,251

Long term debt:
   License installment notes, net of current portion                           757,701         864,893

STOCKHOLDERS' EQUITY
   Common stock                                                                 14,476          12,215
   Additional paid-in capital                                               23,176,797      20,277,555
   Accumulated deficit                                                     (21,518,830)    (13,984,555)
                                                                          ------------    ------------
                                                                             1,672,443       6,305,215

                                                                          $  9,874,820    $ 11,465,359
                                                                          ============    ============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

                            5TH AVENUE CHANNEL CORP.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
                 Three Months Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                             2000            1999
                                                        ------------    ------------

<S>                                                     <C>             <C>
Revenue:
   Product sales, net of allowances of $33,348          $    243,212    $    510,638
   Wireless cable  television services                       295,471         429,433
   Internet and Television                                    54,600         251,019
   Other revenues                                            250,000              --
                                                        ------------    ------------
                                                             843,283       1,191,090
                                                        ------------    ------------

Direct Costs:
   Product sales                                             375,546         467,445
   Wireless cable television services                         99,804          69,417
   Internet and television                                        --         220,136
                                                        ------------    ------------
                                                             475,350         756,998
                                                        ------------    ------------

Gross Margin                                                 367,933         434,092
                                                        ------------    ------------

Operating Expenses:
   Selling, general and administrative                     1,079,554       1,280,413
   Television, website and software development costs        833,592          31,330
   Depreciation and amortization                             291,513         289,245
                                                        ------------    ------------
                                                           2,204,659       1,600,988

Loss from Operations                                      (1,836,726)     (1,166,896)
                                                        ------------    ------------

Other Income (Expense):
   Interest income                                             7,491
   Interest expense                                         (109,221)       (121,398)
   Accretion of debenture discount                                --        ( 65,490)
                                                        ------------    ------------
                                                            (101,730)       (186,888)
                                                        ------------    ------------

Net Loss                                                ($ 1,938,456)   ($ 1,353,784)
                                                        ============    ============

Net Loss Per Common Share - Basic and Diluted           ($      0.14)   ($      0.14)
                                                        ============    ============


Weighted Average Number of Shares Outstanding             14,027,053       9,660,143
                                                        ============    ============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

                                       4

<PAGE>

                            5TH AVENUE CHANNEL CORP.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
                  Nine Months Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                             2000            1999
                                                        ------------    ------------

<S>                                                     <C>             <C>
Revenue:
   Product sales, net of allowances of $330,503         $  1,063,309    $ 1, 446,197
   Wireless cable television services                      1,007,046       1,226,144
   Internet and Television                                    54,600         250,745
   Other revenues                                            250,000              --
                                                        ------------    ------------
                                                           2,374,955       2,923,086
                                                        ------------    ------------
Direct Costs:
   Product sales                                           1,026,161       1,125,186
   Wireless cable television services                        292,851         201,418
   Internet and television                                        --         220,136
                                                        ------------    ------------
                                                           1,319,012       1,546,740
                                                        ------------    ------------

Gross Margin                                               1,055,943       1,376,346
                                                        ------------    ------------

Operating Expenses:
   Selling, general and administrative                     4,511,477       3,165,319
   Television, website and software development costs      2,902,373         359,040
   Depreciation and amortization                             838,764         842,186
                                                        ------------    ------------
                                                           8,252,613       4,366,545

Loss from Operations                                      (7,196,671)     (2,990,199)


Other Income (Expense)
   Interest income                                            43,666
   Interest expense                                         (368,642)       (327,101)
   Accretion of debenture discount                                --        (437,080)
                                                        ------------    ------------
                                                            (324,976)       (764,181)
                                                        ------------    ------------


Net Loss                                                  (7,521,647)   ($ 3,754,380)
                                                        ============    ============


Net Loss Per Common Share - Basic and Diluted           ($      0.58)   ($      0.39)
                                                        ============    ============
Weighted Average Number of Shares Outstanding             13,070,172       9,577,429
                                                        ============    ============
</TABLE>


            See Notes to Condensed Consolidated Financial Statements

                                       5
<PAGE>

                            5TH AVENUE CHANNEL CORP.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                  Nine Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
                                                                                               2000           1999
                                                                                           -----------    -----------
<S>                                                                                        <C>            <C>

Cash Flows from Operating Activities:
     Net loss                                                                              ($7,521,647)   ($3,754,380)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
              Depreciation and amortization                                                    838,764        842,186
              Accretion of debentures discount                                                                437,080
              Compensation in form of common stock and options issued to officers              524,997        101,861
                  and consultants
              Stock and warrants issued in lieu of interest                                    101,164
              Amortization of deferred marketing revenue                                       (40,000)      (250,000)
              Amortization of deferred marketing costs                                                        220,136
              Change in operating assets and liabilities:
                (Increase) in accounts receivable                                               (6,678)      (146,129)
                Decrease in inventory                                                          140,386         59,066
                Increase in prepaid expenses and other current assets                         (210,196)       (38,474)
                Increase in accrued payroll, President/Chairman of the Board                   187,500           --
                Increase in accounts payable and accrued liabilities                         2,054,947        846,018
                Increase in deferred revenue                                                   150,000         20,000
                                                                                           -----------    -----------


                Net cash used in operating activities                                       (3,780,762)    (1,662,636)

Cash Flows from Investing Activities:
     Purchase of property and equipment                                                     (1,094,933)      (594,260)
     Equipment purchased under capital Lease                                                   468,362
     Net cash received in IBC acquisition                                                                      40,381
     Decrease (increase) in other assets                                                       369,582         16,338
     Deferred TV program production costs                                                           --       (117,786)
                                                                                           -----------    -----------

                Net cash used in investing activities                                         (256,989)      (655,327)

Cash Flows from Financing Activities:
     Net proceeds from sales of common stock                                                   151,107        500,000
     Proceeds of loans from President/Chairman of the Board                                     50,000      1,804,484
     Repayment of loans from President/Chairman of the Board                                  (470,556)       (96,932)
     Repayment of long-term debt                                                              (120,441)        (6,086)
     Proceeds from long term loans                                                             250,000
     Proceeds from master facility                                                           1,288,000
     Proceeds from short term loans                                                            850,000
     Cost of registering common stock                                                                         (10,851)
     Net Change in loans to related party                                                       39,900           (979)
                                                                                           -----------    -----------

                Net cash provided by financing activities                                    2,038,010      2,189,636
                                                                                           -----------    -----------


Net (Decrease) Increase in Cash and Cash Equivalents                                        (1,999,741)       128,327
                                                                                           -----------    -----------


Cash and Cash Equivalents, Beginning                                                         2,024,143        256,209
                                                                                           -----------    -----------

Cash and Cash Equivalents, Ending                                                          $    24,402    $   127,882
                                                                                           ===========    ===========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements

                                       6
<PAGE>

                            5TH AVENUE CHANNEL CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
                      Nine Months Ended September 30, 2000

NOTE 1.  BASIS OF PRESENTATION


         The condensed consolidated balance sheet as of September 30, 2000, the
condensed consolidated statements of operations for the three months and nine
months ended September 30, 2000 and 1999, and the condensed consolidated
statements of cash flows for the nine months ended September 30, 2000 and 1999
have been prepared by the Company. In the opinion of management, all adjustments
(which include reclassifications and normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
September 30, 2000 and for all periods presented, have been made.


         Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the Company's
financial statements and notes thereto included in the Company's December 31,
1999 Form 10-KSB , the March 31, 2000 and June 30, 2000 Forms 10-QSB and Form
S-8 filed on October 25, 2000 . The results of operations for the three and nine
months periods ended September 30, 2000 are not necessarily indicative of the
operating results for the full year.


NOTE 2.  SUPPLEMENTAL CASH FLOW INFORMATION

         Supplemental disclosure of cash flow information of the nine months
ended September 30, 2000 and 1999:

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


Interest paid during the period                          $   31,767   $   16,442
Non-cash investing and financing activities:
     Shares issued for equity acquisition costs             780,000
     Shares received in exchange for shares                    *
     Shares issued in repayment of loan                     250,000
     Shares issued for services to be performed             198,400       71,400
     Warrants issued for services to be performed              *       1,321,414
     Shares to be received for services to be performed                1,500,000
     Conversion of debentures                                          2,366,000
     Stock issued for acquisition of IBC                               2,463,000
     Loan payable for acquisition of IBC, net                            450,000
     *Issuances and receipts of certain shares in 2000 were reversed due to
      nonperformance of agreements. See Note 7 under "Revenue Sharing" and
      "Letter of Agreement".

NOTE 3. GOING CONCERN UNCERTAINTIES

         The Company has sustained substantial operating losses and negative
cash flows from operations since inception. In the absence of achieving
profitable operations and positive cash flows from operations or obtaining
additional debt or equity financing, the Company may have difficulty meeting
current obligations. In view of these matters, realization of a major portion of
the assets in the accompanying balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the Company's ability
to meet its financial obligations. Management believes that actions presently
being taken provide the opportunity for the Company to continue as a going
concern.


                                       7
<PAGE>


NOTE 4.  SEGMENT INFORMATION

The Company operates in various segments as follows:

      o     Product Sales ( New York )
      o     Wireless Cable television services:
            Costa Rica
            Wisconsin
      o     Corporate, Internet/Television ( Florida )

Information regarding the Company's geographic business units follows (in
thousands):

<TABLE>
<CAPTION>
                                                            Operating
                                                             Income
                                            Revenues         (Loss)        Depreciation       Amortization
                                            --------         ------        ------------       ------------
<S>                                         <C>             <C>            <C>                <C>
Third Quarter 2000

Product sales                                   243             (375)                4              --
Wireless cable:
     Costa Rica                                 238              (79)               46               73
     Wisconsin                                   57              (58)               28                7
Corporate, Internet and TV                      305           (1,325)               75               59
                                             ------           ------            ------           ------
         Total                                  843           (1,837)              153              139
                                             ------           ------            ------           ------

Third Quarter 1999

Product sales                                   511             (230)               13              --
Wireless cable:
     Costa Rica                                 327              (12)               62               73
     Wisconsin                                  102              (48)               45                7
Corporate, Internet and TV                      251             (877)               21               68
                                             ------           ------            ------           ------
         Total                                1,191           (1,167)              141              148
                                             ------           ------            ------           ------


Nine months ended September 30, 2000

Product sales                                 1,063             (543)               14              --
Wireless cable:
     Costa Rica                                 828             (980)              219              134
     Wisconsin                                  179             (139)               83               20
Corporate, Internet and TV                      305           (5,535)              106              263
                                             ------           ------            ------           ------
         Total                                2,375           (7,197)              422              417
                                             ------           ------            ------           ------

Nine months ended September 30, 1999

Product sales                                 1,446             (478)               37              --
Wireless cable:
     Costa Rica                                 974              (27)              172              219
     Wisconsin                                  252             (169)              133               20
Corporate, Internet and TV                      251           (2,316)               54              207
                                             ------           ------            ------           ------
         Total                                2,923           (2,990)              396              446
                                             ------           ------            ------           ------
</TABLE>

                                       8
<PAGE>


NOTE 5.  MASTER FACILITY AGREEMENT

         On March 29, 2000, the Company entered into a master facility agreement
with Fusion Capital Fund II, LLC ("Fusion Capital") pursuant to which Fusion
Capital agreed to enter into up to two equity purchase agreements, each with an
aggregate principal amount of $6,000,000. On April 25, 2000, the Company entered
into an amended and restated master facility agreement with Fusion Capital.
Under the amended and restated master facility agreement, each equity purchase
agreement grants Fusion Capital the right to purchase shares of the Company's
common stock up to $6,000,000 at a price equal to the lesser of (1) 140% of the
average of the closing bid prices for the Company's common stock during the 10
trading days prior to the date of the applicable equity purchase agreement (in
the case of the first equity purchase agreement only, this shall not be less
than $8.25) or (2) a price based upon the future performance of the common
stock, in each case without any fixed discount to the market price, as further
described below. The first equity purchase agreement requires that upon its
execution, Fusion Capital will pay $500,000 to the Company as partial prepayment
of the common stock. Once the $500,000 has been applied to purchase shares of
the Company's common stock, Fusion Capital will pay the remaining principal
amount upon receipt of the Company's common stock.

         Fusion Capital executed the first equity purchase agreement on May 5,
2000, and accordingly, the Company received the $500,000 prepayment. This date
is referred to as the "closing date", The second equity purchase agreement will
be executed after delivery of an irrevocable written notice by the Company to
Fusion Capital stating that the Company elects to enter into such purchase
agreement with Fusion Capital. The second equity purchase agreement may be
entered into only after the principal amount under the first equity purchase
agreement is fully converted into shares of the Company's common stock. The
obligation of Fusion Capital to enter into both equity purchase agreements is
subject only to customary closing conditions, all of which are outside the
control of Fusion Capital.

             PURCHASE OF SHARES UNDER THE EQUITY PURCHASE AGREEMENT

         Under each equity purchase agreement Fusion Capital will purchase
shares of the Company's common stock by "converting" a specified dollar amount
of the outstanding principal balance into common stock. Subject to the limits on
conversion and the termination rights described below, each month during the
six-month term of the equity purchase agreement Fusion Capital will have the
right to convert up to $1,000,000 of the principal amount of the equity purchase
agreement, plus any amounts for any prior month that have not yet been
converted, into shares of the Company's common stock at the applicable
conversion price. The conversion price per share is equal to the lesser of:

o        the lowest sale price of the Company's common stock on the day of
         submission of a conversion notice by Fusion Capital; or

o        the average of the four lowest closing bid prices of the Company's
         common stock during the 20 trading days prior to the submission of a
         conversion notice by Fusion Capital; or

o        140% of the average of the closing bid prices of the Company's common
         stock for the 10 trading days immediately preceding the date of the
         applicable equity purchase agreement (in the case of the first equity
         purchase agreement only, this shall not be less than $8.25). This is
         referred to as the "Fixed Conversion Price."


                                       9
<PAGE>


RIGHT TO PREVENT CONVERSIONS

         If the closing sale price of the Company's common stock is below the
Fixed Conversion Price for any three consecutive trading days, the Company will
have the unconditional right to suspend conversions until the earlier of (1) the
Company's revocation of such suspension and (2) when the sale price of the
Company's common stock is above the Fixed Conversion Price.

MANDATORY CONVERSION RIGHTS

         If the closing sale price of the Company's common stock on each of the
five trading days immediately prior to the first trading day of any monthly
period is at least 40% of the Fixed Conversion Price, the Company will have the
right to require that Fusion Capital convert all or a portion of the principal
amount of the equity purchase agreement during that monthly period. The Company
may revoke, in its sole discretion, its written request with respect to any
conversions in excess of the amount that Fusion Capital is otherwise permitted
to convert.

LIMITATION ON FUSION CAPITAL'S BENEFICIAL OWNERSHIP

         Notwithstanding the foregoing, no conversion of the equity purchase
agreement will be permitted if it would result in Fusion Capital or its
affiliates beneficially owning more than 4.99% of the Company's then aggregate
outstanding common stock immediately after the proposed conversion.

TERMINATION RIGHTS

         If the closing sale price of the Company's common stock is below the
Fixed Conversion Price for any 10 consecutive trading days, the Company may
elect to terminate the equity purchase agreement without any liability or
payment to Fusion Capital.

ADDITIONAL SHARES ISSUED TO FUSION CAPITAL

         Under the terms of the master facility agreement, in connection with
the execution of the first equity purchase agreement, Fusion Capital will
receive additional shares of the Company's common stock as a commitment fee. The
shares to be issued to Fusion Capital will be equal to:

o        12% of $6,000,000, or $600,000, divided by the lower of (1) the average
         of the closing bid price of the Company's common stock for the five
         consecutive trading days immediately preceding the trading day that is
         two trading days prior to the closing date for the first equity
         purchase agreement and (2) $2.775, the average of the closing bid price
         of the Company's common stock for the five consecutive trading days
         immediately preceding the trading day that is two trading days prior to
         the date of the amended and restated master facility agreement, plus

o        3% of $6,000,000, or $180,000, divided by the lower of (1) the average
         of the closing bid price of the Company's common stock for the five
         consecutive trading days immediately preceding the trading day that is
         two trading days prior to the closing date for the first equity
         purchase agreement and (2) $2.775, the average of the closing bid price
         of the Company's common stock for the five consecutive trading days
         immediately preceding the trading day that is two trading days prior to
         the date of the amended and restated master facility agreement.

         Unless an event of default occurs, Fusion Capital must hold these
shares until the first equity purchase agreement has been fully performed.


                                       10
<PAGE>


         On the date of the execution of the second equity purchase agreement,
Fusion Capital will be entitled to receive a commitment fee, payable in shares
of common stock, equal to 7% of $6,000,000, or $420,000, divided by the lower of
(1) the average of the closing bid price of the Company's common stock for the
five consecutive trading days immediately preceding the trading day which is two
trading days prior to the closing date for the second equity purchase agreement
and (2) the average of the closing bid price of the Company's common stock for
the five consecutive trading days immediately preceding the date the Company
delivers notice of its election to enter into the second equity purchase
agreement.

         The agreement also provides for the following:

o        Adjustments to the conversion price for any reorganization,
         recapitalization, non-cash dividend, stock split or other similar
         transaction occurring during the ten trading days in which the closing
         bid price is used to compute the conversion price;

o        Fusion Capital's rights to convert the entire remaining principal
         amount of the equity purchase agreement upon the occurrence of "major
         transactions" as defined in the agreement;

o        Fusion capital's agreement not to short-sell or hedge the Company's
         common stock during any time prior to the termination of the agreement;
         and

o        The Company's agreement not to issue, or enter into any agreement with
         respect to the issuance of any variable priced equity or variable
         priced equity-like securities unless it has obtained Fusion's Capital
         prior written consent.

         As of September 30, 2000, the Company had drawn $1,288,000 under the
Agreement and Fusion had converted the amount into 2,038,387 shares, including
324,324, as the commitment fee. All the principal had been converted as of
September 30, 2000 .

         As a result of a large decline in the market share price of the
Company's stock since the signing of the Equity Purchase Agreement with Fusion
Capital Fund II, LLC on May 4, 2000, the following results have occurred. In
exchange for the receipt of $1,288,000 of funding, the Company issued Fusion
Capital 1,824,324 registered shares and 214,063 unregistered shares . It is
unlikely that the Company could receive the full $12,000,000 committed to the
Company without registering more shares. Even if more shares were registered,
the conversion of shares at low share prices is not very attractive to the
Company.


                                       11
<PAGE>


NOTE 6. STOCK SUBSCRIPTION AGREEMENT

         On March 27, 2000, the Company entered into a subscription agreement
for the sale of 500,000 shares of its common stock at a price of $4.00 per
share. Under the agreement, the subscriber purchased 37,500 shares for $150,000
in March 2000. The subscriber is required to purchase an additional $150,000 in
common stock ten days after the effectiveness of the Company's registration
statement, and each week for four weeks. At the fifth week thereafter, the
subscriber is required to purchase its final $100,000 in common stock, resulting
in an aggregate investment of $1,000,000 for 250,000 shares. The right to sell
the additional 250,000 shares to the subscriber is at the option of the Company.
The Company agreed to include all of the 500,000 shares in the SB-2 registration
statement filed by the Company on May 4, 2000.


         During this quarter, a contractual dispute between the Company and
subscriber was settled by amending the agreement. This agreement was deemed to
be fully performed by the issuance of 662,500 registered shares for $272,500, of
which $22,500 was for the repayment of a loan and accrued interest.


NOTE 7. OPERATING AGREEMENTS


         AGREEMENT WITH TELEVISION BROADCASTING FACILITY

         On January 10, 2000, the Company entered into an agreement with a
television broadcasting facility to lease space for its television studio and
newsroom and utilizes the control room and uplink facilities of the studio. On
March 1, 2000, this agreement was amended to also include technical equipment
for producing the live television show and programming. This agreement was
further amended effective November 6, 2000 reducing the monthly fees for these
services to $50,000 from $92,000, maintaining a half hour uplink instead of
eight hours and self staffing the control room. This agreement was for one year
with a one-year renewal option. On November 15, the landlord pursued a lockout
action against the Company and its staff in breach of the agreement.

         CARRIAGE AGREEMENTS


         On March 2, 2000, the Company entered into an agreement with America's
Voice, Inc. for the insertion and distribution of its television programming
into America's voice network distribution. The agreement granted to the Company
two hours per weekday commencing on March 6, 2000 and was to expand to twelve
hours per day on April 16, 2000.

         On March 23, 2000, the Company entered into an agreement with Comcast
Cable Communication, Inc. ("Comcast") for cable casting of its television
programming over certain channels complimentary to America's Voice. This
agreement superceded a previous agreement dated September 22, 1999 between the
Company and Comcast. The agreement also provided for promotional spots on the
Comcast system on other channels appropriate for the promotion of the Company's
financial programming. The monthly fee to the Company was $5,000.

         On November 3, 2000, the Company entered into an agreement with
ALLNEWSCO, Inc. d/b/a NewsChannel8 to provide the carriage for its television
programming in portions of the states of Maryland, Virginia, West Virginia and
the District of Columbia and over the Internet at their web site NEWS8.NET. As
of the effective date of this agreement, ALLNEWSCO had approximately 1.12
million viewers and the Company had ceased carrying its program with America's
Voice and Comcast.

         The cost to the Company was a 50/50 inventory split on available
television advertising spots and a link exchange between the Company's web site
and that of ALLNEWSCO, Inc.

         As of this writing, the Company is no longer providing carriage for its
television programming with America's Voice, Inc., Comcast Cable Communication,
Inc or ALLNEWSCO, Inc. nor does it air a live daily program.

                                       12
<PAGE>

         DISTRIBUTION AGREEMENT

         On March 21, 2000, the Company signed an agreement with a company to
"host, serve, and stream" the Company's television broadcast over a distributed
network at various bandwidths for Internet distribution. The Company will share
revenue for various advertising and media content products. The Company will
earn 100,000 warrants to purchase the distributor's common stock (4,167 warrants
monthly) over the two year term of the agreement, having an exercise price equal
to the price of the distributor's common stock as used in the distributor's
Employee Stock Option Plan on the date of grant. The warrants will vest after
three months and have an expiration term of two years after the distributor's
expected initial public offering. In exchange, the Company will grant the
distributor 100,000 stock options, (4,167 options per month) which will be
valued at fair market value at date of grant and shall be governed by the terms
of the Company's Stock option Plan.

         The Company estimates the fair market value of the options that it
grants to the company every month using the Black-Sholes option-pricing model.
The Company assigns the same value to the options it receives every month. For
the three months ended September 30, 2000, the Company recorded an investment of
$20,557 with a corresponding credit to additional paid-in capital.

         CO-MARKETING AGREEMENT

         In May 1999, the Company had entered into a two-year co-marketing
agreement with a privately held online securities brokerage firm. This agreement
was revised in March 2000. Under the revised agreement, the Company received
500,000 restricted shares of the online entity in exchange for 195,000
restricted shares of the Company's stock to be provided to the online entity.
The agreed upon fair market value of this transaction was $390,000 and was
recorded in the balance sheet within security investments. Subsequently, this
online entity was acquired conditionally requiring our sale of the securities
for an adjusted amount of $389,518. The sale was effectuated in July 2000.
Additionally, the buyer entered into a new advertising agreement with the
Company which superceded the one with the online entity. The agreement runs
through September 30, 2001 and totals $200,000 in advertising revenues of which
$40,000 is being recognized in this quarter. Deferred revenue of $60,000
resulted from an advance on this transaction and is reported under current
liabilities. Further, for its part in the acquisition, the Company received a
finders fee of $250,000.

         REVENUE SHARING AGREEMENTS


         On March 14, 2000, the Company entered into an agreement with an
employment service entity to co-develop and co-market a career service on the
Internet and through the Company's television channel and website. In addition,
the employment service entity agreed to design and manage a career service
program branded for the Company. The parties will share the revenues generated
from the career service. The programming cost for the career service is to be
borne by both parties. In addition, the company is to receive 700,000 restricted
shares of the employment service entity's common stock in exchange for 100,000
restricted shares of the Company's common stock.


         Since the parties have not rendered this agreement effective, and since
the exchange of shares had not taken place as of September 30, 2000, no
transaction has been recorded.

         On March 16, 2000, the Company entered into an agreement with an entity
providing certain analysis and information about Initial Public Offerings
(IPOS). The agreement provides for the entity to grant the Company the royalty
free right to use IPO clips on its internal sites for users around the world.
The Company will pay the entity 50% of all net revenues actually received by the
Company from advertising that

                                       13
<PAGE>

will appear prior to, during and subsequent to the playing by a viewer of any
video or audio derived from an IPO clip, or any video or audio containing
content from an IPO clip. In addition, the Company granted the entity 100,000
stock options to purchase the shares of the Company's common stock at a price
equal to the closing price of the Company's common stock on March 16, 2000. Such
options will vest and be delivered as follows: 33,333 upon signing of the
agreement, 33,334 on July 16, 2000 and 33,333 on November 16,2000. The shares
issuable upon exercise of the options will be subject to standard piggyback
registrations provisions.


         The Company estimated the fair market value of the options granted to
the entity using the Black-Sholes option-pricing model. During the quarter ended
March 31, 2000, the Company recognized a deferred expense of $439,100 equal to
the estimated value of the options, with a corresponding credit to additional
paid-in-capital. The deferred expense was being amortized over the period in
which the options would have been delivered and the unamortized balance was
presented as a reduction of stockholder's equity. In this quarter the
aforementioned treatment has been reversed to reflect the nonperformance status
of this transaction by eliminating the deferred expense and reducing additional
paid-in capital.


         PUBLIC RELATIONS AND FINANCIAL CONSULTING SERVICES AGREEMENTS

         On February 1, 2000, the Company signed an agreement with a media
company to provide public and corporate relations services to the Company for a
fee of $10,000 and 1,000 shares per month. The contract was for six months and
expired in July, 2000.

         On February 23, 2000, the Company entered into an agreement with an
internet advertising agency for the development of the Company's advertising
revenue model, the marketing of the Company's website on other websites, and the
optimization of results from search engines. The contract is for six months and
the cost of the services is $60,000 of which $20,000 shall be in the form of
10,000 stock options having an exercise price equivalent to the closing price of
the Company's common stock on March 1, 2000. The Company recorded a deferred
compensation expense of $20,000 equal to the value of the options granted. The
deferred compensation expense is being amortized over the term of the agreement.
Consulting expense of $4,000 and $12,000 were recognized for the three and nine
months , respectively, ended September 30, 2000.

         LETTER OF AGREEMENT

         On March 27, 2000, the Company entered into a letter of intent to grant
specific geographic territories for legal advertising over the internet to a
third party. A component of this agreement is to grant the third party 200,000
warrants to purchase the Company's stock at various prices, with the shares
underlying these warrants being registered under the Securities Act 1933, as
amended. The Company is to receive total fees of $500,000 from the third party;
however, if the third party does not recover all of its investment within
eighteen months, the Company shall have the right to purchase the territories
back from the third party in the form of common shares. The third party paid
$50,000 under the terms of the agreement, with the remaining balance to be paid
on a schedule basis.

         The Company estimated the fair market value of the warrants granted to
the entity using the Black-Sholes option-pricing model. The Company recognized a
deferred cost of $797,847 equal to the estimated value of the options, with a
corresponding credit to additional paid-in-capital. The deferred cost would have
been recognized against earned revenue, instead the unamortized balance, which
was presented as a reduction of stockholders' equity, has been reversed since
the agreement was terminated pursuant to a settlement in which the Company
purchased the territories back from the third party and repaid third party's
investment of $200,000 by issuing to the third party 716,666 shares of
restricted stock. No revenue has been recognized through September 30, 2000.

                                       14
<PAGE>

         TELEVISION CONTENT AGREEMENTS

         The Company has entered into agreements with several companies to
provide text and video content for the company's television programming. The
cost of these services is approximately $7,500 a month.



NOTE 8.  SUBSEQUENT EVENTS

         On September 14, 2000, the Company entered into separate consulting
agreements with two consultants. The duties of each consultant consist of
consulting in the areas of management advice and assistance with outside
professionals such as accountants and attorneys. As compensation, the Company
registered 1,000,000 shares in an October 20, 2000 S-8 filing, 500,000 shares to
be issued to each consultant. The original agreement between the parties
included the right to options of the Company's common stock, this right has
since been waived by the consultants. Therefore, the consultants will only
receive a total of 500,000 shares each for all consulting services performed
under this agreement.

         As of September 30, 2000, the Company had received $850,000 in
convertible short-term notes payable. As of this filing, $100,000 of the notes
were converted to equity. Subsequent to September 30, 2000 the Company received
an additional $190,000 from similar convertible short-term notes. All the
remaining note holders have expressed an interest in converting.





         On November 6, 2000, the Company's Board of Directors passed a
resolution approving the sale of all the assets it owns in Costa Rica, except
for the microwave equipment and frequencies, to an individual that serves in the
capacity of management ("Related Party Buyer") for the Costa Rican operations
for an amount of $2,350,000. The purchase agreement calls for $300,000 in cash
and $2,050,000 in cancellation of debt held by the Related Party Buyer, formerly
due to the Company's President. The Company has the right until November 15,
2001 to find a different buyer willing to pay an amount greater than $2,585,000
while the current Related Party Buyer has the right to match any offered price.
If the Related Party Buyer chooses not to match the offered price, the Company
shall pay at that closing the amount of $2,585,000 plus interest at 1% per month
and reimbursement of all capital invested in fixed assets during the Related
Party Buyer's ownership period. Although the current closing will take place
immediately upon the completion and execution of the documents presently being
prepared, the Company is required to submit this sale to its shareholders for
approval and ratification. In the event that the shareholders do not ratify the
sale, the Company shall repay the Related Party Buyer for all consideration paid
plus all capital investments made by no later than June 1, 2001.

         On April 1, 2001, the Company acquired Go2America, LLC (G2A), a
regional Internet Service Provider servicing eleven cities with nine Points of
Presence in central and north central Wisconsin. The Company issued 1,850,000
shares of its common stock valued at approximately $463,000 plus a tax
indemnification, if any, for which the Company is obligated to deposit $200,000
in escrow and assumed capital lease obligations of about $300,000, for 100% of
Go2America, LLC and all of its assets which are approximately $800,000 in
equipment and 11,000 subscribers estimated to generate $2,000,000 in annual
gross revenue. In compliance with the Purchase and Contribution Agreement, the
Company will contribute the aforementioned assets into an 80% owned subsidiary
with the remaining 20% minority interest owned by the former management/partners
of G2A. This subsidiary will integrate our existing Wisconsin wireless cable
operations with its high-speed broadband wireless internet access. The new
management team will be comprised of both companies with the lead being assumed
by G2A's former top executives.

         Additionally, on March 14, 2001, the Company acquired WEBN-TV
Educational Broadcasting Network, Inc. (WEBN-TV) a sales office in Boca Raton,
Florida for 25,000 shares of the Company's common stock, approximately $20,000
in assumed liabilities, $5,000 in cash and 25,000 performance shares to
management/former owners in the event that certain goals are met by the first
anniversary. WEBN-TV has less than $50,000 total assets and estimated annual
revenues of approximately $1,000,000.


                                       15
<PAGE>

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

         The following discussion and analysis provides information that the
Company's management believes is relevant to an assessment and understanding of
the Company's results of operations and financial conditions for the three and
nine months periods ended September 30, 2000 and 1999. The following discussion
should be read in conjunction with the Financial Statements and Notes thereto
appearing elsewhere in this Report on Form 10-QSB and in conjunction with the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1999, as
well as the Company's Prospectus filed on May 9, 2000 pursuant to Rule 424 on
Form 424B3. Some of the information in this discussion and analysis contains
forward-looking statements, which involve substantial risks and uncertainties.
The statements can be identified by forward-looking words such as "may," "will,"
"expect," "anticipate," "believe," "estimate" and "continue" or similar words.
Investors should read statements that contain these or similar words carefully
because they 1) discuss our expectations about the Company's future performance;
(2) contain projections of the Company's future operating results or of the
Company's future financial condition; (3) state other "forward-looking"
information. The Company believes it is important to communicate its
expectations to its investors. There may be events in the future, however, that
the Company is not accurately able to predict or over which it has no control.
The risk factors discussed below, as well as any cautionary language in this
Report, provide examples of risks, uncertainties and events that may cause the
Company's actual results to differ materially from the expectations described in
the forward-looking statements. Additional risks will be described from time to
time in the Company's other filings with the SEC. Investors should be aware that
the occurrence of any of the events described in the risk factors and elsewhere
in this Report and in the Company's other periodic SEC filings could have a
material and adverse effect on its business, results of operations and financial
condition.

         We operate in three segments, wireless cable television services,
product sales, and Internet/television. During 1999, corporate overhead expenses
were exclusively included in the Internet and television segment due to the
shift in our business model from focusing on wireless cable to the Internet and
television production. During 2000, overhead expenses for the television and
Internet division are shown separately.

                                       16
<PAGE>

RESULTS OF OPERATIONS (IN THOUSANDS)
Three Months Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                                   Increase
                                                               2000              1999             (decrease)
                                                              ------            ------             -------
<S>                                                         <C>               <C>                <C>
REVENUE
     Product sales                                               243               511                (52%)
     Wireless cable:
           Costa Rica                                            238               327                (27%)
           Wisconsin                                              57               102                (44%)
     Corporate, Internet and TV                                  305               251                 22%
                                                              ------            ------             -------
           Total                                                 843             1,191                (29%)
                                                              ------            ------             -------

DIRECT COST
     Product sales                                               375               467                (20%)
     Wireless cable:
           Costa Rica                                             82                54                 52%
           Wisconsin                                              18                16                 13%
     Corporate, Internet and TV                                   --               220               (100%)
                                                              ------            ------             ------
           Total                                                 475               757                (37%)
                                                              ------            ------             ------

Operating Expenses
     Selling, general and administrative
       Product Sales                                             238               260                 (8%)
       Costa Rica                                                116               150                (23%)
       Wisconsin                                                  60                83                (28%)
        Corporate, Internet and TV                               660               787                (15%)
                                                              ------            ------             -------
           Sub total                                           1,080             1,280                (16%)
                                                              ------            ------             -------

     Television, Website, Software Costs
     Television Operations                                       709                --
     Internet Operations                                         124                --
     Corporate, Internet and TV                                   --                32               (100%)
                                                              ------            ------             -------
         Sub total                                               833                32               2503%
                                                              ------            ------             -------

    Depreciation and Amortization
       Product sales                                               4                13                (69%)
         Costa Rica                                              119               135                (12%)
          Wisconsin                                               35                51                (31%)
      Corporate, Internet and TV                                 134                90                 49%
                                                              ------            ------             -------
         Sub total                                               292               289                  1%
                                                              ------            ------             -------

         Total                                                 2,205             1,601                 38%
                                                              ------            ------             -------
Interest Income (Expense)
Interest Income
     Corporate, Internet and TV                                    7                --
     Accretion of debenture discount                              --               (66)              (100%)
Other Interest Expense
     Product                                                     (40)               --
     Corporate, Internet and TV                                  (69)             (121)               (43%)
                                                              ------            ------             -------
              Total                                              102               187                (45%)
                                                              ------            ------             -------

NET INCOME (LOSS)                                               (414)             (229)                81%
     Product sales
     Wireless cable:
         Costa Rica
                                                                 (79)              (12)               558%
         Wisconsin                                               (56)              (48)                17%
     Corporate, Internet and TV                               (1,390)           (1,065)                31%
                                                              ------            ------             -------
         Total                                                (1,939)           (1,354)                43%
                                                              ------            ------             -------
</TABLE>

                                       17
<PAGE>
RESULTS OF OPERATIONS (IN THOUSANDS)
Nine Months Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                        Increase
                                                     2000              1999            (decrease)
                                                    ------            ------            --------
<S>                                               <C>               <C>                <C>
REVENUE
     Product sales                                   1,063             1,446               (26%)
     Wireless cable:
           Costa Rica                                  828               975               (15%)
           Wisconsin                                   180               252               (29%)
     Corporate, Internet and TV                        304               251                21%
                                                    ------            ------            ------
           Total                                     2,375             2,924               (19%)
                                                    ------            ------            ------

DIRECT COST

     Product sales                                   1,026             1,125                (9%)
     Wireless cable:
           Costa Rica                                  192               145                32%
           Wisconsin                                    57                56                 2%
                 Corporate                              44                --
     Corporate, Internet and TV                         --               221              (100%)
                                                    ------            ------            ------
           Total                                     1,319             1,547               (15%)
                                                    ------            ------            ------

Operating Expenses
     Selling, general and administrative
       Product                                         567               762               (26%)
       Costa Rica                                      435               466                (7%)
       Wisconsin                                       158               210               (25%)
     Corporate, Internet and TV                      3,352             1,727                94%
                                                    ------            ------            ------
           Total                                      4512             3,165                43%
                                                    ------            ------            ------

Television, Website, Software Costs
     Television Operations                            2222                --
     Internet Operations                               664                --
     Corporate, Internet and TV                         16               359               (96%)
                                                    ------            ------            ------
         Sub total                                    2902               359               708%
                                                    ------            ------            ------


Depreciation and Amortization
     Product sales                                      14                37               (62%)
     Wireless cable:
         Costa Rica                                    353               391               (10%)
         Wisconsin                                     103               154               (33%)
     Corporate, Internet and TV                        369               261                41%
                                                    ------            ------            ------
         Sub total                                     839               843                 0%
                                                    ------            ------            ------
         Total                                       8,253             4,366               (89%)
                                                    ------            ------            ------

Interest Income (Expense)
Interest Income
     Corporate, Internet and TV                         44                --
     Accretion of debenture discount                    --              (437)             (100%)
Other Interest Expense
     Product                                           (40)               --
     Corporate, Internet and TV                       (329)             (327)                1%
                                                    ------            ------            ------
              Total                                   (325)             (764)              (57%)
                                                    ------            ------            ------


NET INCOME (LOSS)
     Product sales                                    (584)             (478)               22%
     Wireless cable:
         Costa Rica                                   (152)              (27)              463%
         Wisconsin                                    (138)             (168)              (18%)
     Corporate, Internet and TV                     (6,648)           (3,081)              116%
                                                    ------            ------            ------
         Total                                      (7,522)           (3,754)              100%
                                                    ------            ------            ------
</TABLE>

                                       18
<PAGE>

MD&A (Continued)

                 THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

REVENUES

         We had revenues of $843,000 during the third quarter of 2000 compared
to $1,191,000 during the third quarter of 1999, a decrease of $348,000 or 29%.
Product sales accounted for most of the decrease due to our limited availability
of working capital for inventory purchases. Wireless cable television services
accounted for a decrease of $134,000 due to a decrease in the subscriber base in
both Costa Rica and Wisconsin. Total revenues were enhanced during this period
by a $250,000 finder's fee under "Other revenues" further explained in Note 6 to
the financial statements titled; OPERATING AGREEMENTS - Co-Marketing Agreement.

DIRECT COSTS

         Direct costs for the third quarter of 2000 decreased $282,000 to
$475,000 from $757,000 in 1999, or a decrease of 37%. Approximately $92,000 of
the decrease is related to the product sales division due to the corresponding
decrease in product sales. The negative gross margin of approximately $133,000
from product sales resulted from liquidated inventory. Direct costs for the
wireless cable operations increased $28,000 in Costa Rica due to our offering
more channels to subscribers.

OPERATING EXPENSES

         Operating expenses during the third quarter of 2000 increased to
$2,205,000 an increase of $604,000 or 38% compared to $1,601,000 during the
third quarter of 1999. In this category are included selling, general and
administrative expenses; television, website and software development costs; and
depreciation and amortization.

         Selling, general and administrative expenses decreased by $200,000 or
16%. Most of this decrease was due to reductions in salary and related expenses
and discontinued contracted services throughout the Company.

         We incurred approximately $833,000 of television, website and software
development costs during the third quarter of 2000, compared to approximately
$32,000 during the third quarter of 1999, a 2,503% increase. This increase is
attributable to expenses incurred to launch our television channel , the
addition of personnel in our television division, and expenses incurred to
continue to develop our website, as well as the addition of the internet
personnel.

         Depreciation and amortization costs for our corporate, television and
internet division increased to $134,000 during the third quarter of 2000
compared to $90,000 during the third quarter of 1999, an increase of $44,000 or
49%. This increase was mostly due to the purchase of equipment for the
television channel.

INTEREST EXPENSE

         Interest costs decreased to $109,000 during the third quarter of 2000
compared to $121,000 during the third quarter of 1999, a decrease of $12,000 or
10%. During the third quarter of 1999, we incurred interest expense of $65,000
related to debenture discount accretion associated with the issuance of
convertible debentures in May and November of 1998. The debentures were
converted at the end of 1999, and therefore, we did not incur such expense in
2000.

                                       19
<PAGE>

MD&A (Continued)

NET LOSS

         Net loss for the third quarter of 2000 increased to $1,938,000 compared
to $1,354,000 in the third quarter of 1999, an increase of $584,000 or 43% due
primarily to an increase of $1,237,000 in losses associated primarily with the
development and operation of our Internet and television businesses.


                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
REVENUES

         We had revenues of $2,375,000 during the nine months ended September
30, 2000 compared to $2,923,000 during the comparable period in 1999, a decrease
of $548,000 or 19%. Product sales accounted for the majority of the decrease
primarily because of approximately $331,000 for allowances for returns and
guaranteed sales. The decrease in product sales for the nine months ended
September 30, 2000 was approximately $383,000 or 26% compared to the same period
in 1999.

         Wireless cable posted decreases in both Costa Rica and Wisconsin. The
latter experienced a $72,000 decrease or 29% and Costa Rica had a decrease of
approximately $147,000 or 15%. These decreases are mainly due to a decrease in
the subscriber base in both Costa Rica and Wisconsin and an increase in the
inflation rate of approximately 9% in Costa Rica.

DIRECT COSTS

         Direct costs for the nine months ended September 30, 2000 decreased
$228,000 to $1,319,000 from $1,547,000 in 1999, a decrease of 15%.

OPERATING EXPENSES

         Operating expenses during the nine months ended September 30, 2000
increased to $8,253,000 an increase of $3,886,000 or 89% compared to $4,367,000
during the same period in 1999. In this category are included selling, general
and administrative expenses; television, website and software development costs;
and depreciation and amortization.

         Selling, general and administrative expenses increased by $1,347,000 or
43%. Approximately all of this increase was due to an increase in salary and
related expenses and contracted services for all segments.

         We incurred approximately $2,902,000 of television, website and
software development costs during the nine months ended September 30, 2000
compared to approximately $359,000 during the same period in 1999, a 708%
increase. This is due to expenses of approximately $2,222,000 incurred to launch
our television channel and the addition of personnel in our television division,
and expenses of approximately $680,000 incurred to continue to develop our
website, as well as the addition of the internet personnel.

         Depreciation and amortization costs for our corporate, television and
internet division increased to $369,000 during the nine months ended September
30, 2000 compared to $261,000 during the same period in 1999, an increase of
$108,000 or 41%. This increase was mostly due to the purchase of equipment for
the television channel.

                                       20
<PAGE>

INTEREST EXPENSE

         Interest costs increased to $369,000 during the nine months ended
September 30, 2000 compared to $327,000 during the same period in 1999, an
increase of $42,000 or 13%. The increase is mainly due to new capital lease
obligations and the company's factoring of its product accounts receivable.

NET LOSS

         Net loss for the nine months ended September 30, 2000 increased to
$7,522,000 compared to $3,754,000 during the same period in 1999, an increase of
$3,768,000 or 100% due primarily to an increase of $2,543,000 in losses
associated primarily with the development and operation of our Internet and
television businesses.

LIQUIDITY AND CAPITAL RESOURCES

SOURCES AND USE OF CASH - Nine Months Ended September 30, 2000

         To date we have funded our growth and operations through (i) the sale
of our common stock, (ii) the sale of debentures, and (iii) loans, primarily
from our President, Mr. Rosen.


         Net cash provided by financing activities was $2,038,000 for the
period, this mostly consisted of the sale of our common stock for a net cash
proceeds of $151,000, a long-term loan of $250,000, short-term loans of
$850,000, loans from related parties / President of $89,900 and the proceeds
from the master facility of $1,288,000 less approximately $73,000 of costs
associated with the SB-2 registration and other reductions for repayments of
approximately $591,000.


         Cash used in operating activities was $3,786,000 during this period,
compared to $1,663,000 during the same period in 1999. The cash used during
these periods was primarily attributable to net losses of $7,522,000 for the
period and $3,754,000 for the same period in 1999.

         These losses were offset in part by depreciation and amortization of
$839,000 and $842,000 for the comparable period in 2000 and 1999, respectively.
We also had an increase in accounts payable and accrued liabilities of
$2,055,000 during this period, compared to $846,000 during the same period in
1999.

         During this period, we spent approximately $1,095,000 including
$468,000 under capital leases, in property and equipment, primarily for our
television studio. For this period in 1999, we spent $594,000 in property and
equipment.

WORKING CAPITAL DEFICIT AND MANAGEMENT PLAN

         The accompanying financial statements reflect current liabilities of
$7,445,000 and current assets of $1,068,000 resulting in a working capital
deficit of $6,377,000. Approximately $2,438,000 of the working capital deficit
consists of amounts owed to Mr. Rosen. Operating losses for the period were
$7,197,000. Operating deficits will continue until such time as substantial
revenues are generated from our channel and website.

         The Company has been hindered in accomplishing some of its goals due to
the fact that it did not receive anticipated capital infusions. As a continued
option to further equity infusions and conversion of debt to shares , the
Company has been receiving working capital in the quarter ending September 30,
2000 and up to the present from a variety of sources and methods and many of
these same sources and methods of funding the Company will most likely continue
for the balance of this fiscal year.

                                       21
<PAGE>

            The Company believes that its current financial resources will not
be sufficient to fund its operations for the next 12 months. During that period,
it will become necessary for the Company to raise additional funds to meet the
expenditures required for operating its business. The Company currently has no
firm plans or arrangements, except for the Costa Rica asset sale, for securing
the needed additional capital, although it is actively pursuing various other
options and opportunities. If additional funds are raised through the issuance
of debt securities, these securities could have certain rights, preferences, and
privileges senior to holders of Common Stock, and the terms of such debt could
impose restrictions on the Company's operations. The sale of additional equity
or debt securities could result in additional dilution to the Company's
shareholders. Additional financing may not be available at all and, if
available, such financing may not be obtainable on terms favorable to the
Company. If the Company is unable to obtain this additional financing, it may be
required to reduce the scope of its planned development and marketing efforts,
which could seriously harm its business.

            Since the beginning of the year, the Company completed building its
leased, modern broadcast studio facilities, put together its production team and
broadcast its Net Financial News television programming via satellite, cable TV,
and terrestrial broadcast systems making Net Financial News available to
millions of home.

            The Company's future expenditures and capital requirements will
depend on a number of factors including the development and implementation of
next generation technologies, technological developments on the Internet and the
regulatory and competitive environment for Internet-based products and services.

            Sources of funding have been and may continue to include the
following:

      o  Sale of Company shares;
      o  Receipt of loans;
      o  Factoring of receivables generated by the Company's wholesale-to-retail
         business;
      o  Collection of other significant receivables generated by the sale of
         advertising, the provision of other services and the sale of shares of
         stock in other companies in whi7ch the Company holds equity positions;
      o  Capital contributions and loans from shareholders;
      o  The implementation of cost-saving restructuring;
      o  The expansion of product sales by both method and product lines (i.e.
         by telemarketing and direct response television;
      o  Loans from Company officers;
      o  Deferment of salaries by Company officers;
      o  Deferment of interest due to a major shareholder;
      o  Increasing operating revenues (advertising, cable subscriptions and
         product sales), and;
      o  Sales of non-core business assets.

             Relative to the sources of funding listed above, the developments
subsequent to September 30, 2000 through this filing are as follows: New
convertible short-term loans of approximately $148,000. A factored product sale
to a national retailer of approximately $827,000, along with additional
financing from the same factor for the full payment of the corresponding
inventory. Negotiated restructuring and contract modifications related to the
television studio and carriage agreements resulting in cost savings of
approximately $50,000 per month. And, the sale of the Costa Rica wireless cable
operation netting approximately $300,000 in cash.


                                       22
<PAGE>

         Besides the aforementioned developments which have an actual cash
effect, the Board approved a conversion by our Chairman/CEO of approximately
$1,500,000 of debt to equity. This will enhance the Company's ability to obtain
financing and meet NASDAQ listing criterias.

         The Company believes that it has growth opportunities before it which
require new or additional persons in senior management plus new directors for
its board. The Company hopes to locate and hire a senior executive with a record
of successfully developing and implementing strategies that have resulted in
substantial revenue increases for companies with Internet and/or television
businesses.

INFLATION AND FOREIGN CURRENCY FLUCTUATION

         During 2000, Costa Rica experienced a decline in the value of the Colon
relative to the U.S. dollar of approximately 1% per month. The government of
Costa Rica mandates minimum salary increase on July I and January 1 of each
year. We have been able to increase prices to cover the wage increases and the
effects of the currency decline in Costa Rica and believe that we will be able
to continue to do so without significant adverse effect on our subscriber base.


                                       23
<PAGE>

PART II.  OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

         During the quarter ended September 30, 2000, we issued 903,263 shares
of our common stock to Fusion Capital in accordance with the Master Facility
Agreement. These shares were issued pursuant to the exemption from registration
provided by section 4 (2) of the Securities Act of 1933.

         On November 22, 2000 the Chairman of the Board converted $1,500,000 of
debt owed to him by the Company into 10,000,000 restricted shares of the
Company's common stock.

                                       24
<PAGE>

ITEM 5. OTHER INFORMATION


         On November 6, 2000, the Company's Board of Directors passed a
resolution approving the sale of all the assets it owns in Costa Rica, except
for the microwave equipment and frequencies, to an individual that serves in the
capacity of management ("Related Party Buyer") for the Costa Rican operations
for an amount of $2,350,000. The purchase agreement calls for $300,000 in cash
and $2,050,000 in cancellation of debt held by the Related Party Buyer, formerly
due to the Company's President. The Company has the right until November 15,
2001 to find a different buyer willing to pay an amount greater than $2,585,000
while the current Related Party Buyer has the right to match any offered price.
If the Related Party Buyer chooses not to match the offered price, the Company
shall pay at that closing the amount of $2,585,000 plus interest at 1% per month
and reimbursement of all capital invested in fixed assets during the Related
Party Buyer's ownership period. Although the current closing will take place
immediately upon the completion and execution of the documents presently being
prepared, the Company is required to submit this sale to its shareholders for
approval and ratification. In the event that the shareholders do not ratify the
sale, the Company shall repay the Related Party Buyer for all consideration paid
plus all capital investments made by no later than June 1, 2001.




                                       25
<PAGE>
ITEM 6.        EXHIBITS

Exhibit 27     Financial Data Schedule

                                       26
<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                            5TH AVENUE CHANNEL CORP.


Date:  April 6, 2001                           BY: /s/  MELVIN ROSEN
                                               ---------------------------------
                                               Melvin Rosen, President and
                                               Chief Executive Officer


                Signature                Title                          Date
                ---------                -----                          ----


/s/ Melvin Rosen                  Chairman of the Board           April 6, 2001
-------------------------             and President
Melvin Rosen                  (Principal Executive Officer)

/s/ Aurelio E. Alonso            Chief Financial Officer          April 6, 2001
-------------------------     (Principal Financial Officer)
Aurelio E. Alonso



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