U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

/ X /           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
                EXCHANGE ACT OF 1934


                For the quarterly period ended November 30, 1999


/   /           TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

                For the transition period from __________ to _______________

                Commission file number:      1-13360



                     CORNERSTONE INTERNET SOLUTIONS COMPANY
        (Exact name of small business issuer as specified in its charter)


            DELAWARE                                        22-3272662
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)


                             584 Broadway Suite 509
                    (Address of Principal Executive Offices)

                                 (212) 343-3920
                (Issuer's Telephone Number, Including Area Code)


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

YES / X /         NO  /  /

                  State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:

                                               Number Outstanding
           Title of Class                      as of December 31, 1999
      --------------------                     -----------------------
      Common Stock, $.01 Par Value                   24,926,749

Transitional Small Business Disclosure Format: Yes / /                  No /X/


<PAGE>
                               TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

                                                                            Page
Item 1   Financial Statements

         Consolidated Balance Sheets at November 30, 1999
         and May 31, 1999                                                    3

         Consolidated Statements of  Operations for the
         three-month  periods ended November 30, 1999 and 1998.              4

         Consolidated Statements of  Operations for the
         six-month  periods ended November 30, 1999 and 1998.                5

         Consolidated Statements of Cash Flows for the
         six-month periods ended November 30, 1999, and 1998.                6

         Notes to Financial Statements                                       7

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                      10



PART II - OTHER INFORMATION

                                                                            Page

Item 1.  Legal Proceedings                                                  13

Item 2.  Change in Securities and Use of Proceeds                           13

Item 3.  Defaults upon Senior Securities                                    13

Item 4.  Submissions of Matters to a Vote by Security Holders               13

Item 5.  Other Information                                                  13

Item 6.  Exhibits and Reports on Form 8-K                                   13


SIGNATURES                                                                  14


                                       2

<PAGE>
CORNERSTONE INTERNET SOLUTIONS COMPANY and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                             November 30,               May 31,
                                                                                 1999                    1999
                                                                       -----------------------    ------------------------------
ASSETS                                                                       (unaudited)
Current Assets:

<S>                                                                       <C>                       <C>
       Cash and cash equivalents                                          $   2,277,740             $ 2,939,596
        Investments                                                             134,995                 398,348
       Accounts receivable, net                                               1,507,236               1,024,624
       Other receivables                                                         20,587                  20,587
       Prepaid expenses and other                                                47,059                  49,475
                                                                       -----------------------    ------------------------------
          Total current assets                                                3,987,617               4,432,630

Affiliation rights, net                                                         178,889                 191,667
Property and equipment, net                                                   1,144,465                 671,182
Other                                                                           243,058                 200,920
                                                                       -----------------------    ------------------------------
                                                                          $   5,554,029             $ 5,496,399
                                                                       -----------------------    ------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
       Current maturities of long-term debt                               $      53,443             $   104,954
       Accounts payable                                                         919,975                 830,397
       Accrued payroll and related expenses                                      84,249                 124,866
       Other accrued expenses                                                   267,107                 462,592
       Other current liabilities                                                  1,351                  30,000
                                                                       -----------------------    ------------------------------
          Total current liabilities                                           1,326,125               1,552,809
Long-term debt, excluding current maturities                                          -                   1,465
                                                                       -----------------------    ------------------------------
           Total liabilities                                                  1,326,125               1,554,274
                                                                       -----------------------    ------------------------------


Minority interest                                                             1,382,696                 938,838


Stockholders' Equity:
     Preferred stock, $.01 par value,
     2,000,000 shares authorized;
            Class C, 20 and 540 shares issued and outstanding
            at November 30, 1999 and May 31,1999                                      -                       5
            Class D, 8040 shares issued and outstanding at
             November 30, 1999 and May 31, 1999, liquidation
             preference of $11,055,000 at November 30, 1999.                         80                      80

     Common stock, $.01 par value, 50,000,000 shares
            authorized and  14,436,184 and 13,121,013 shares
            issued and outstanding at November 30, 1999 and
           May 31, 1999                                                         144,362                    131,210
     Additional paid-in capital                                              37,926,319                 36,018,294
     Deferred consulting expense                                               (376,667)                         -
     Accumulated other comprehensive income                                     134,995                    398,348
     Accumulated deficit                                                    (34,983,881)               (33,544,650)
                                                                       -----------------------    ------------------------------
           Total stockholders' equity                                         2,845,208                  3,003,287
                                                                       -----------------------    ------------------------------
                                                                             $5,554,029            $     5,496,399
                                                                       -----------------------    ------------------------------
</TABLE>

     See notes to consolidated financial statements.

                                       3
<PAGE>

             Cornerstone Internet Solutions Company and Subsidiaries
                      Consolidated Statements of Operations
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                 Three months ended November 30,
                                                                  1999                      1998
                                                        --------------------------------------------

<S>                                                            <C>                       <C>
Internet services revenues                                     $1,008,185                $1,004,600
Subscription revenue                                               13,395                         -
                                                        -------------------------------------------
       Total revenues                                           1,021,580                 1,004,600
                                                        ===========================================

Cost of internet services revenues                                993,185                 1,146,300
Marketing and selling expenses                                    331,686                   144,400
General and administrative expenses                             1,053,722                   513,300
                                                        -------------------------------------------
       Total costs and expenses                                 2,378,593                 1,804,000
                                                        -------------------------------------------


Operating loss                                                 (1,357,013)                 (799,400)
                                                        --------------------------------------------

Other income (expense):
      Interest income                                              15,219                         -
      Interest expense                                             (1,568)                   (4,700)
      Gain on sale of investments                                 728,750                         -
      Other income (expense), net                                 (11,519)                   (6,400)
                                                        --------------------------------------------
Loss before income taxes                                         (626,131)                ( 810,500)

Provision for income taxes                                              -                         -

Minority interest in net loss of subsidiary, net                 (221,929)                        -
                                                        ===========================================
Net loss                                                         (848,060)                 (810,500)

Preferred stock dividends and preferences                               -                  (511,100)

                                                        --------------------------------------------
Net loss  to common stockholders                                $(848,060)              $(1,321,600)
                                                        --------------------------------------------


Basic and diluted loss per share                                $   (0.06)              $      (.11)
                                                        --------------------------------------------

Weighted average shares of common stock                        13,883,431                11,574,895
                                                        ============================================
</TABLE>

See notes to consolidated financial statements

                                       4

<PAGE>
             Cornerstone Internet Solutions Company and Subsidiaries
                      Consolidated Statements of Operations
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                Six months ended November 30,
                                                                    1999                 1998
                                                           -----------------------------------------

<S>                                                           <C>                     <C>
Internet services revenues                                    $2,024,186              $1,533,500
Subscription revenue                                              13,395                       -
Software licensing and royalty revenue                                 -                  38,000
                                                           -----------------------------------------
       Total revenues                                          2,037,581               1,571,500
                                                           =========================================

Cost of internet services revenues                             1,948,982               2,238,000
Marketing and selling expenses                                   558,250                 258,500
General and administrative expenses                            1,720,349               1,078,900
                                                           -----------------------------------------
       Total costs and expenses                                4,227,581               3,575,400
                                                           -----------------------------------------

Operating loss                                                (2,190,000)             (2,003,900)
                                                           -----------------------------------------

Other income (expense):
      Interest income                                             37,183                       -
      Interest expense                                            (3,645)                 (8,800)
      Gain on sale of investments                                728,750                       -
      Other income (expense), net                                (11,519)                 (7,700)
                                                           -----------------------------------------
Loss before income taxes                                      (1,439,231)            ( 2,020,400)

Provision for income taxes                                             -                       -

Minority interest in net loss of subsidiary, net                (443,858)                      -

                                                           =========================================
Net loss                                                      (1,883,089)             (2,020,400)

Preferred stock dividends and preferences                         (6,750)             (1,180,500)

                                                           -----------------------------------------
Net loss  to common stockholders                             $(1,899,839)            $(3,200,900)
                                                           =========================================

Basic and diluted loss per share                             $     (0.14)            $    (.28)
                                                           =========================================

Weighted average shares of common stock                       13,775,754              11,282,152
                                                           =========================================
</TABLE>

See notes to consolidated financial statements

                                       5

<PAGE>
             Cornerstone Internet Solutions Company and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                      Six Months Ended November 30,
                                                                                        1999                 1998
                                                                                  -----------------------------------------

Cash flows from operating activities
<S>                                                                               <C>                    <C>
Net loss                                                                          $(1,883,089)           $(2,020,400)
Adjustments to reconcile net loss to net cash used in operating activities
     Depreciation and amortization                                                    207,993                144,400
     Non-cash consulting expense                                                       75,333                 12,800
     Minority interest in net loss of consolidated subsidiary                         443,858                      -
     Gain on sale of investments                                                     (728,750)                     -
Changes in assets and liabilities
     Accounts receivable                                                             (482,612)              (426,100)
     Other receivables                                                                      -                 39,200
     Prepaid expenses and other                                                         2,416                157,100
     Other assets                                                                     (42,138)               (37,100)
     Accounts payable                                                                  89,578                (28,600)
     Accrued expenses                                                                (236,102)               111,200
     Deferred revenue                                                                       -                 (6,000)
     Other                                                                            (51,132)                     -
                                                                                ----------------------------------------
           Net cash used in operating activities                                   (2,604,645)            (2,053,500)
                                                                                ----------------------------------------

Cash flows from investing activities
      Purchases of property and equipment                                            (668,498)               (23,200)
      Proceeds from sale of investments                                               728,750                      -
                                                                                ----------------------------------------
           Net cash provided by (used in) investing activities                         60,252                (23,200)
                                                                                ----------------------------------------

Cash flows from financing activities
       Proceeds from issuances of common and preferred stock                               -               3,457,800
       Proceeds from exercise of stock options                                     1,935,513                  27,200
       Principal payments of long-term debt                                          (52,976)                (48,700)
                                                                                ----------------------------------------
            Net cash provided by financing activities                              1,882,537               3,436,300
                                                                                ----------------------------------------
            Net increase (decrease) in cash and cash equivalents                    (661,856)              1,359,600

Cash and cash equivalents
      Beginning of period                                                          2,939,596                 392,200
                                                                                ----------------------------------------
      End of period                                                               $2,277,740              $1,751,800
                                                                                ========================================
</TABLE>

See notes to consolidated financial statements

                                       6
<PAGE>

                     CORNERSTONE INTERNET SOLUTIONS COMPANY
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


         GENERAL

1.       The accompanying  unaudited consolidated financial statements have been
         prepared in accordance with the instructions to Form 10-QSB, and in the
         opinion of  management  contain  all  adjustments  (consisting  of only
         normal  recurring  entries)  necessary to present  fairly the financial
         position of Cornerstone Internet Solutions Company (the "Company"), and
         subsidiaries  as of November 30, 1999 and the results of its operations
         and its cash flows for the three and six month periods  ended  November
         30, 1999 and 1998.  Certain  information and note disclosures  normally
         included in financial  statements prepared in accordance with generally
         accepted   accounting   principles  have  been  omitted.   The  interim
         consolidated  financial  statements  should be read in conjunction with
         the Company's  consolidated  financial  statements and related notes in
         the May 31,  1999  Annual  Report on Form  10-KSB.  The results for the
         three  month,  and six month  periods  ended  November 30, 1999 are not
         necessarily indicative of the results to be obtained for the full year.

2.       BUSINESS

         On July 2, 1998,  the  Company's  shareholders  ratified a proposal  to
         change  the  Company's  name  from  Enteractive,  Inc.  to  Cornerstone
         Internet  Solutions  Company.  Headquartered in New York, New York, the
         Company  is  a  provider  of  business   solutions  based  on  Internet
         technologies.  The Company's  address is 584  Broadway,  Suite 509, New
         York, NY 10012 and its Internet address is www.crstone.com.

         On  December 4, 1996,  the Company  signed  multiple  market  affiliate
         agreements with USWeb/CKS  Corporation  ("USWeb/CKS") and paid $625,000
         for the right to operate USWeb/CKS  affiliate offices in New York City,
         and  certain  other  markets  in the  Northeast  portion  of the United
         States, for a ten-year period. The operation, which has been conducting
         business as  USWeb/CKS  Cornerstone,  provides a full range of Internet
         and  Intranet-based  business  solutions,  including  Web site  design,
         hosting and  management,  design and  implementation  of  database  and
         e-commerce  solutions,  educational programs and Web-related  strategic
         consulting.  The Company is  obligated  to pay  USWeb/CKS  monthly fees
         equal in the aggregate to 7% of adjusted gross revenues,  as defined in
         its  various  agreements  with  USWeb/CKS,  but not less  than  certain
         contractual minimum fees.

         On February 17, 1999, the Company formed  B2Bgalaxy.  com, Inc. ("B2B")
         as a  wholly  owned  subsidiary  of the  Company.  In April  1999,  B2B
         received  net  proceeds  of  $2,122,957  from the  sale of  convertible
         Preferred  Stock.  See "Note  8-Subsidiary  Transactions".  The Company
         established  B2B to leverage  its  expertise  in  business  consulting,
         Internet  technology  and the  development  of business and  e-commerce
         solutions to create industry-specific  business-to- business e-commerce
         hubs that link buyers and sellers through competitive on-line exchanges
         with a focus on  improving  profitability.  In May 1999,  B2B  launched
         FOODgalaxy.com,  the first such hub, designed to lower the cost of food
         and supplies for restaurants and other food service  providers  through
         increased price competition. FOODgalaxy.com enables restaurants to post
         a  customized   inventory   list  online  and  requires   suppliers  to
         continually submit their latest product bids. This competitive  process
         is designed to decrease  the cost of goods to buyers and  significantly
         reduce the time traditionally devoted to the comparative price shopping
         process.

         The accompanying  consolidated  financial statements have been prepared
         assuming  that  the  Company  will  continue  as a going  concern.  The
         Company's  continuing losses from operations could impact the Company's
         ability to meet its obligations as they become due. In November,  1998,
         the Company  consummated  a private  placement of 1,600 shares of newly
         created  Class D  Preferred  Stock for net  proceeds  of  approximately
         $1,970,000,  in  April,  1999  B2B  received  $2,122,957  from the sale
         Preferred Stock,  and in November 1999 the Company received  $1,929,589
         from the exercise of options and $728,750 from the exercise of warrants
         held by the Company in another entity.  As part of its business plan to
         enhance  liquidity,  the Company has  reduced  its  operating  expenses
         related to its internet business solutions  services,  and continues to
         expand its customer base and  engagement  size to increase  revenue and
         growth. It is also exploring  financing its receivables to improve cash
         flow,  and it is in the  process  of  attempting  to  secure  a line of
         credit.  As of November  30, 1999 the  Company has no  commitments  for
         either the financing or the line of credit.

3.       AFFILIATION RIGHTS

         Fees for  affiliation  rights were paid to  USWeb/CKS  for the right to
         join the  USWeb/CKS  network  and operate as an  affiliate.  The fee is
         being  amortized over the 10-year life of the agreement with USWeb/CKS.
         Affiliation  rights  at  November  30,  1999  were  net of  accumulated
         amortization of $131,111.
                                       7

<PAGE>

4.       USE OF ESTIMATES

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

5.       CONVERTIBLE PREFERRED STOCK CLASS D

         On  November  10, 1998 the Company  raised  $1,969,900,  net of related
         expenses,  through  a  private  placement  of 1,600  shares  of Class D
         Convertible  Preferred  Stock  (Class D Preferred  Stock) at a purchase
         price of $1,250 per share.  The holders of Class D Preferred Stock have
         the right,  at any time  commencing  after the  earlier of (I) June 30,
         2000 or (II) if the closing  price of the common  stock shall have been
         at least $1.50 per share on 15 trading  days during any  20-consecutive
         trading day period,  to convert  each share of Class D Preferred  Stock
         into such whole number of shares of common stock equal to the aggregate
         stated value of the Class D Preferred Stock to be converted  divided by
         $1.00, subject to adjustment. Each share of Class D Preferred Stock has
         a  liquidation  preference  of $1,375 per share.  The Class D Preferred
         Stock is entitled to vote on all  matters  submitted  to the holders of
         the Company's common stock, at 1,250 votes per share, pays no dividends
         and is not redeemable. In the third quarter of fiscal 1999, the closing
         price of the Company's  Common Stock was at least $1.50 per share on 15
         trading days during a consecutive 20 day trading period and accordingly
         the holders of Class D Preferred Stock have the  unrestricted  right to
         convert each share of Class D Preferred  Stock as described  above.  In
         fiscal 1999, the Company issued 7,320 shares of Class D Preferred Stock
         in exchange  for Class B and Class C  Preferred  Stock.  During  fiscal
         1999,  880  shares  of Class D  Preferred  Stock  were  converted  into
         1,100,000  shares of Common Stock. As of November 30, 1999,  there were
         8,040  shares of Class D Preferred  Stock  issued and  outstanding  and
         convertible into 10,050,000 shares of Common Stock. See note 10.

6.       CONVERTIBLE PREFERRED STOCK CLASS A AND C

         On December 12, 1996, the Company  completed a private  placement of 84
         units,  each  unit  consisting  of 80  shares  of  Class A  Convertible
         Preferred  Stock (Class A Preferred)  and 50,000 common stock  purchase
         warrants to purchase in the aggregate  4,200,000 shares of Common Stock
         at an  exercise  price of $4.00  per share and  expiring  December  13,
         2001(the   "Warrants").   Proceeds  from  the  private  placement  were
         approximately  $7,869,100,  net of related  expenses of  $531,000.  The
         Class A Preferred Stock has a stated value of $1,250 per share.

         On November 19,  1997,  the Company  offered to exchange the  4,200,000
         Warrants for common stock (the "Exchange Offer"),  whereby for each 2.8
         warrants  exchanged,  the Company issued one share of its Common Stock.
         In connection with the Exchange Offer, the Company received the written
         consent of the participating  preferred stockholders to amend the terms
         of the Class A  Preferred  to delay the date when the Class A Preferred
         Stock can first be converted into common stock from May 1, 1998 to July
         1,  1999  and  modify  certain  redemption  features  of  the  Class  A
         Preferred.  Holders  of 6,260  shares  of the Class A  Preferred  Stock
         agreed to the terms of the Exchange Offer. As a result,  on February 6,
         1998, the Company issued  1,397,323  shares of common stock in exchange
         for the  cancellation  of  3,912,500  Warrants.  The fair  value of the
         common  stock  issued  approximated  the  fair  value  of the  canceled
         Warrants.  Subsequently,  the Company  redesignated the 6,260 shares of
         Class A Preferred  held by the  stockholders  who approved the Exchange
         Offer as Class C Convertible Preferred Stock (Class C Preferred).  Such
         preferred  shareholders  were entitled to receive a dividend at 12% per
         year of the stated  value of the Class C Preferred  for the period from
         April 30, 1998 to June 30, 1999.  In  accordance  with the terms of the
         Preferred   Stock  exchange  offer  discussed   below,   all  dividends
         associated  with  Class  C  Preferred   exchanged  were   relinquished.
         Dividends  are payable in common  stock and for those Class C Preferred
         shares still  outstanding  after the  exchange  offer,  such  dividends
         amounted  to $81,000 for the year ended May 31, 1999 and $6,750 for the
         six months ended  November  30,1999.  In July,  1999 the Company issued
         40,213  shares of Common Stock in full payment of the  Preferred  Stock
         dividends.

         As of November 30,1999, there were 20 shares of Class C Preferred Stock
         outstanding  which is  convertible  into 20,205 shares of Common Stock.
         Each share of Class C Preferred is  convertible  into such whole number
         of shares of common  stock equal to the  aggregate  stated value of the
         Class C Preferred  Stock to be  converted  divided by the lesser of (i)
         $2.00 or (ii) 50% of the average closing price for the common stock for
         the last ten trading days in the fiscal quarter of the Company prior to
         such  conversion.  The  Company  has the option to redeem  all,  or any
         portion of on a pro rata basis,  the Class C Preferred at any time upon
         30 days prior written  notice,  at a redemption  price equal to 110% of
         the stated value.

         The conversion  rate of the Class C Preferred  (when  calculated on the
         basis of  dividing  the stated  value by $2.00 only) will be subject to
         adjustments  to  protect  against   dilution  in  the  event  of  stock
         dividends, stock splits, and certain other events. In July and November
         1999,  500 and 20  shares  of Class C  Preferred  were  converted  into
         505,132 and 20,205 shares of common stock respectively.


                                       8

<PAGE>

         On April 27,  1998,  the  Company  notified  the holders of the Class A
         Preferred  that the Company  would redeem the  remaining  460 shares of
         outstanding  Class A Preferred  as of May 28, 1998 at a price per share
         equal to 1.1  multiplied  by the stated  value of each share of Class A
         Preferred.  Holders of 340 shares of Class A Preferred  exercised their
         right to convert such Class A Preferred  Stock to Common  Stock,  which
         resulted  in the  issuance  of 348,361  shares of common  stock in June
         1998. 120 shares of Class A Preferred were redeemed for $165,000 in May
         1998.

         In October 1998, the Company offered to exchange one share of its Class
         D Preferred Stock for one share of Class C Preferred Stock.  There were
         6,260 shares of Class C Preferred Stock  outstanding at the time of the
         offer.  On November 25, 1998 the Company issued 5,720 shares of Class D
         Preferred  Stock in  exchange  for a like  amount of Class C  Preferred
         Stock pursuant to the exchange offer.

7.       PRIVATE PLACEMENT OF COMMON STOCK

         On July  24,  1998 the  Company  consummated  a  private  placement  of
         1,768,750  unregistered  shares of Common Stock,  for $1 per share. The
         net proceeds of the offering were approximately $1,487,900.

8.       SUBSIDIARY TRANSACTIONS

         In fiscal 1999 B2B received  from a third party $37,064 of fixed assets
         in exchange for 20.6% of its common shares outstanding,  which resulted
         in  an  increase  in  the  Company's  paid-in-capital  of  $27,369.  In
         addition,  on April  30,  1999 B2B sold  2,400  shares  of  convertible
         preferred stock ("Preferred Stock") for net proceeds of $2,122,957. The
         stated  value  of a share  of the  Preferred  Stock  is  $1,000.  B2B's
         Preferred Stock has a liquidation  preference equal to its stated value
         and, upon liquidation, the holders may exchange each share of Preferred
         Stock  for 400  shares  of the  Company's  Common  Stock in lieu of the
         liquidation preference. If such an exchange occurs, the Company has the
         option  exercisable  until  September  30, 2000 to purchase  any of the
         Preferred  Stock at 1.5 times the stated value of the Preferred  Stock.
         The  Preferred  Stock does not  provide  for  dividends  and has voting
         rights  equal to the number of shares of common  stock into which it is
         convertible. If by September 30, 2000 B2B consummates a public offering
         of equity  in  excess of $5  million,  each  share of  Preferred  Stock
         automatically  converts  into  1,667  shares of B2B's  Common  Stock or
         converts  based on 75% of the  Common  Share  price  in the  financing,
         whichever  results in a higher number of Common Shares. If B2B does not
         consummate the financing by September 30, 2000,  then the holder of the
         Preferred  Stock must at their option  either  convert  each  Preferred
         Share  into  1,667  Common  Shares of B2B or 400  Common  Shares of the
         Company.  If the holder elects Company  Common Stock,  the Company will
         have the option prior to the conversion to purchase the Preferred Stock
         at 1.5 times stated value.

         As a result of the above transactions, at November 30, 1999 the Company
         owned  79.4%  of  B2B's  common  stock  or 54%  of  B2B,  assuming  the
         conversion  of  B2B's   Preferred   Stock.   The  results  of  B2B  are
         consolidated  with those of the  Company and the  minority  interest is
         presented in the  accompanying  consolidated  balance sheet. Due to the
         insignificance of the minority common shareholders'  investment in B2B,
         the consolidated  financial  statements  reflect  approximately  97% of
         B2B's net loss for  fiscal  1999 and B2B's  entire net loss for the six
         months ended November 30, 1999.

         Based on the market price of the Company's  Common Stock on the date of
         issuance,  B2B's Preferred Stock had a non-cash  beneficial  conversion
         feature of  $1,257,600.  Such portion of the proceeds was  allocated to
         additional  paid-in  capital  and will be  recognized  as an expense in
         minority  interest over the seventeen month period from the issuance of
         B2B's  Preferred  Stock to  September  30,  2000,  the first  date that
         conversion to the Company's common stock can occur. The amortization is
         calculated  using the effective  interest  method,  increases  minority
         interest   in  the   consolidated   balance   sheet  and   amounted  to
         approximately $444,000 for the six months ended November 30,1999.

9.       NON-CASH CONSULTING EXPENSE

         On October 28, 1999 options to purchase  400,000 shares of Common Stock
         were granted to consultants  with an exercise price of $2.69. The total
         cost  computed  under the Black  Scholes  method  was an  aggregate  of
         $452,000 which was recorded as deferred consulting expense and is being
         expensed over the six month vesting  period.  This  transaction  has no
         impact on total stockholders equity.

10.      SUBSEQUENT EVENTS

         Subsequent  to November  30, 1999 and  through  January 7, 2000,  8,020
         shares of Class D Preferred Stock were converted into 10,025,000 shares
         of Common Stock and options to purchase  485,565 shares of Common Stock
         at an average price of $1.8075 were exercised.

                                       9
<PAGE>

11.      SEGMENT INFORMATION

         The Company  adopted SFAS No. 131,  "Disclosures  about  Segments of an
         Enterprise and Related Information".  Reportable operating segments are
         determined based on the Company's management  approach.  The management
         approach,  as  defined  by SFAS No.  131,  is based on the way that the
         chief  operating   decision-maker  organizes  the  segments  within  an
         enterprise for making  operating  decisions and assessing  performance.
         While the Company's  results of operations are primarily  reviewed on a
         consolidated basis, the chief operating decision-maker also manages the
         enterprise in two segments:  (I) Internet Business  Solutions  Segment,
         (II)  Internet Hub Segment.  The Internet  Business  Solutions  Segment
         provides  a  full  range  of  Internet  and   Intranet-based   business
         solutions,  including Web site design,  hosting and management,  design
         and  implementation of database and e-commerce  solutions,  educational
         programs and Web-related strategic consulting. The Internet Hub Segment
         creates  industry-specific  business-to-  business e-commerce hubs that
         link buyers and sellers through  competitive  on-line  exchanges with a
         focus on improving profitability.  Eliminations consist of intercompany
         balances.

<TABLE>
<CAPTION>

                                          Six Months Ended November 30, 1999



                                                          Internet Business
                                                             Solutions
                                          Segment             Segment        Eliminations                Total

<S>                                      <C>                <C>                  <C>                    <C>
 Net revenues                              $13,395         $2,024,186                                  $2,037,581
 Operating loss                         (1,239,413)          (950,587)                                 (2,190,000)
 Interest income                            23,975             13,208                                      37,183
 Interest expense                                -             (3,645)                                     (3,645)
 Depreciation and amortization              94,255            113,738                                     207,993
 Expenditures for long lived assets        592,780             75,718                                     668,498
 Total assets                            1,090,386          4,782,126            (318,483)              5,554,029
</TABLE>

         In the  prior  year  there  was only the  Internet  Business  Solutions
         segment.

12.      COMPREHENSIVE INCOME

         The  amounts  related to  investments  reported in net income and other
         comprehensive  income for the six months  ended  November  30, 1999 are
         comprised of the following:

         Net income:
              Gain on sale of investments                            $  728,750
                                                                   ------------
        Other comprehensive income:
              Holding gain arising during period, net of tax             32,992
              Reclassification adjustment, net of tax                  (296,345)
                                                                   -------------
                 Net loss recognized in other comprehensive income     (263,353)
                                                                    ------------
        Total impact on comprehensive income                        $   465,397
                                                                    ===========


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

The discussion and analysis should be read in conjunction  with the Consolidated
Financial  Statements of Cornerstone Internet Solutions Company and Subsidiaries
and Notes to the Consolidated  Financial  Statements  included elsewhere in this
Form 10-QSB.

RESULTS OF OPERATIONS - SIX MONTHS ENDED NOVEMBER 30, 1999 AND 1998

Revenues-revenues  were  $2,037,581  and  $1,571,500,  in the six  months  ended
November 30, 1999 and 1998,  respectively.  The increase in revenues is a result
of  securing  new  contracts   with  customers  and  it  includes  $  13,395  of
subscription  revenue  derived  from  its  Internet  Hub  Segment.  The  Company
anticipates  that  revenues  will be  impacted  in the future by its  ability to
expand its services in existing  accounts  and grow its client base.  There were
four customers that  individually  comprised more than 10% of revenue and in the
aggregate  amounted to 22% of accounts  receivable as of November 30, 1999,  and
57% of total  revenues for the six months ended  November 30, 1999.  The loss of
any of these  customers  would have a material  adverse effect on the results of
operations of the Company.

EXPENSES

Cost of Internet  Services  Revenues  Cost of internet  services  revenues  were
$1,948,982 and $2,238,000,  in the six months ended November 30, 1999, and 1998,
respectively.  Cost of Internet  Services  revenues as a  percentage  of related
revenues  decreased to 96% from 146% of related revenues in the six months ended
November 30, 1999 and 1998,  respectively due to increased  volume.  The Company
expects  that as it  secures  additional  contracts  the cost of  revenues  as a
percentage of revenues will continue to decrease.

                                       10

<PAGE>

Marketing and Selling Expenses  Marketing and selling expenses were $314,190 and
$258,500 for the Internet Business Solutions Segment,  and $244,060,  and $0 for
the  Company's  Internet Hub Segment for the six months ended  November 30, 1999
and 1998, respectively.  The 116% increase results from the consolidation of B2B
formed in the last  quarter of fiscal 1999 and from  increases  in  personnel to
support the growth of the Company and B2B's operations.

General and  Administrative  Expenses General and  administrative  expenses were
$1,720,349  and  $1,078,900 in the six months ended November 30, 1999, and 1998,
respectively.  The 59% increase  relates  primarily to the added cost  resulting
from the  Company's  Internet Hub Segment  consisting  of personnel and overhead
costs to support the internal growth of such  subsidiary.  During the six months
ended November 30, 1999,  general and  administrative  expenses  incurred by the
subsidiary were $950,044.

Other income and (expense) Other income and (expense) was ($11,519) and ($7,700)
in the six months ended November 30, 1999 and 1998 respectively.

Gain on sale of investments--In  November 1999, the Company received $728,750 in
income from the sale of common stock from the  exercise of warrants  held by the
Company in another entity.

Income tax benefit No income tax benefit  was  recorded in the six months  ended
November  30, 1999 and  November  30,  1998.  Using the  standards  set forth in
Financial  Accounting  Standard No. 109,  management cannot currently  determine
whether the Company  will  generate  taxable  income  during the period that the
Company's net operating loss carry forward may be applied  towards the Company's
taxable  income,  if any.  Accordingly,  the Company has established a valuation
allowance against all of its deferred tax assets.


QUARTERLY RESULTS -QUARTER ENDED NOVEMBER 30, 1999 AND 1998

The Company expects its quarterly  results to vary  significantly in the future.
The number of customer  contracts  signed and the ability of the solutions to be
readily implemented by the development staff  significantly  influence revenues.
Further  market  acceptance of the  Company's  offerings is dependent on (1) the
growth and utilization of the Internet as a medium for commerce, (2) the success
of USWeb in  establishing  and  positioning  the USWeb brand in the  territories
where the Company operates (3) the degree of market  acceptance of the Company's
offerings and (4) the success of offerings by competitors.  The Company does not
expect seasonal factors to be a significant influence on revenues.

Revenues-Revenues were $1,021,580 and $1,004,600, in the quarters ended November
30,  1999 and  1998,  respectively.  The  increase  in  revenues  is a result of
securing new  contracts  with  customers  and includes $ 13,395 of  subscription
revenue  derived from its Internet Hub  Segment.  The Company  anticipates  that
revenues will be impacted in the future by its ability to expand its services in
existing  accounts  and grow its client  base.  There were four  customers  that
individually comprised more than 10% of revenue and in the aggregate amounted to
18% of accounts receivable as of November 30,1999, and 69% of total revenues for
the three months ended  November  30, 1999.  The loss of any of these  customers
would  have a  material  adverse  effect on the  results  of  operations  of the
Company.

EXPENSES

Cost of Internet  Services  Revenues-  Cost of internet  services  revenues were
$993,185 and  $1,146,300,  in the quarters  ended  November 30, 1999,  and 1998,
respectively.  Cost of Internet  Services  revenues as a  percentage  of related
revenues  decreased to 97% from 114% of related  revenues in the quarters  ended
November 30, 1999 and 1998,  respectively due to increased  volume.  The Company
expects  that as it  secures  additional  contracts  the cost of  revenues  as a
percentage of revenues will continue to decrease.

Marketing and selling  expenses-Marketing  and selling expenses were $87,626 and
$144,400 for the Internet Business Segment, and $244,060 and $0 for the Internet
Hub Segment, in the quarters ended November 30, 1999 and 1998, respectively. The
130% increase  results from the  consolidation of B2B formed in the last quarter
of fiscal  1999 and from  increases  in  personnel  to support the growth of the
Company and B2B's operations.

General and  administrative  expenses General and  administrative  expenses were
$1,053,722  and $513,300 in the  quarters  ended  November  30, 1999,  and 1998,
respectively.  The 105% increase  relates  primarily to the added cost resulting
from B2B  consisting  of personnel  and  overhead  costs to support the internal
growth of such  subsidiary.  During the three  months  ended  November 30, 1999,
general and  administrative  expenses  incurred by the  Company's  Internet  Hub
Segment were $637,294.

Other income and (expense) Other income and (expense) was ($11,519) and ($6,400)
in the quarters ended November 30, 1999 and 1998 respectively.

Gain on sale of investments--In  November 1999, the Company received $728,750 in
income from the sale of common stock from the  exercise of warrants  held by the
Company in another entity.

                                       11
<PAGE>

INCOME TAX  BENEFIT No income tax benefit was  recorded  in the  quarters  ended
November  30, 1999 and  November  30,  1998.  Using the  standards  set forth in
Financial  Accounting  Standard No. 109,  management cannot currently  determine
whether the Company  will  generate  taxable  income  during the period that the
Company's net operating loss carry forward may be applied  towards the Company's
taxable  income,  if any.  Accordingly,  the Company has established a valuation
allowance against all of its deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

Since June 1, 1998,  the  Company's  principal  sources of capital  have been as
follows:

         (i)      On July 24, 1998, the Company  consummated a private placement
                  of 1,768,750 unregistered shares of Common Stock for $1.00 per
                  share.  The net  proceeds of the offering  were  approximately
                  $1,487,900.

         (ii)     On  November  10,  1998,  the  Company  consummated  a private
                  placement of 1,600 shares of newly  created  Class D Preferred
                  Stock for $1,250 per share.  Net  proceeds to the Company were
                  $1,969,900.

         (iii)    In  fiscal  1999,  the  Company  received  $991,373  from  the
                  exercise of warrants and options,  and in the six months ended
                  November 30, 1999, the Company  received  $1,935,513  from the
                  exercise of options.  Subsequent  to November  30,  1999,  the
                  Company  received  $998,056  from the  exercise of options and
                  warrants.

         (iv)     On April 30,1999, B2B received net proceeds of $2,122,957 in a
                  private  placement  from  the  sale  of  2,400  shares  of B2B
                  Preferred Stock.

The  Company had cash and cash  equivalents  of  $2,277,740  and  $2,939,596  at
November  30,  1999 and May 31,  1999,  respectively.  The  decrease of $661,856
primarily  reflects the funding of operating  activities,  purchases of property
and equipment  and payments of long-term  debt of $52,976.  Accounts  receivable
increased  from  $1,024,624  as of May 31, 1999 to $1,507,236 as of November 30,
1999, an increase of 47%, due to increased volume and longer  projects.  Capital
expenditures were $668,498 and $23,200 in the six months ended November 30, 1999
and 1998 respectively.  The Company  anticipates that capital  expenditures will
increase as revenues  increase as a result of equipping  staff or contractors to
service customers.

The  Company's  continuing  losses from  operations  could impact the  Company's
ability to meet its  obligations as they become due. The  Independent  Auditors'
report for the fiscal year ended May 31, 1999 includes an explanatory  paragraph
regarding the Company's  ability to continue as a going concern.  As part of its
business  plan to enhance  liquidity,  the Company  has  reduced  its  operating
expenses related to its Internet Business Solutions Services,  and is continuing
its  activities  designed to increase its revenues.  The Company or B2B also may
also seek to obtain  additional funds for operations.  However,  these funds may
not be sufficient to meet the Company's or B2B's  longer-term cash  requirements
for  operations.  In addition  there can be no assurance that the Company or B2B
will be able to obtain additional financing. Based on management's assessment of
the  demand  for  Internet  based   professional   services,   the  Company  may
significantly  alter the level of expenses.  Management  believes  that based on
funds on hand at November  30, 1999 and  anticipated  revenues,  operations  can
continue until at least through May 2000.

NEW ACCOUNTING PRONOUNCEMENT

The Company will implement the  provisions of Statement of Financial  Accounting
Standards  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities",  as amended by Statement of Financial Accounting Standards No. 137,
in fiscal year 2001, for which the Company is presently  assessing its impact on
the consolidated financial statements, if any.

YEAR 2000 COMPLIANCE

Many currently  installed  computer systems and software  products were coded to
accept only  two-digit  entries in the date code  field.  These date code fields
will need to accept four digit  entries to  distinguish  21st century dates from
20th century  dates.  As a result,  computer  systems and software  used by many
companies, including customers and potential customers of the Company, needed to
be upgraded to comply with such "Year 2000" requirements. The Company is closely
monitoring the progress the  developers of the software the Company  utilizes in
many  of its  customer  projects  i.e.  Microsoft  Corporation,  as  well as the
developers  of the  software  utilized  in internal  systems are making  towards
ensuring  that the products the Company  utilizes are Year 2000  compliant.  The
Company believes that its internal systems and third party software incorporated
into client  solutions  are Year 2000  compliant.  Failure to provide  Year 2000
compliant business solutions and software to its customers could have a material
adverse  effect on the Company's  business,  results of operations and financial
condition.  The  Company's  costs to ensure that  internal  systems and software
acquired for integration into client business  solutions are Year 2000 compliant
has not been and is not expected to become significant.


                                       12
<PAGE>
Further,  the Company  believes that the purchasing  patterns of customers,  and
potential  customers  may be affected by Year 2000  issues as  companies  expend
significant  resources to correct or patch their  current  software  systems for
Year 2000 compliance.  These  expenditures may result in reduced funds available
to purchase products and services such as those offered by the Company.

To date, the Company has not  encountered  any  significant  effects of the year
2000 issue either internally or with third parties. This does not guarantee that
problems will not occur in the future or have not yet been detected.

FORWARD LOOKING STATEMENTS

This Form 10-QSB contains certain forward-looking  statements within the meaning
of Section 27A of the  Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the  safe  harbors   created   thereby.   Investors  are   cautioned   that  all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  the ability of the Company to develop its products,  the success of
its  USWeb/CKS  Cornerstone  subsidiary  as well as general  market  conditions,
competition  and pricing.  Although the Company  believes  that the  assumptions
underlying the forward-looking  statements contained herein are reasonable,  any
of the assumptions could be inaccurate, and therefore, there can be no assurance
that the  forward-looking  statements included in this Form 10-QSB will prove to
be   accurate.   In  light  of   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a representation by the Company,  or any other person,
that the objectives and plans of the Company will be achieved.

INFLATION

The past and expected future impact of inflation on the financial  statements is
not significant.

Item 1.  Legal Proceedings

None

Item 2.  Change in Securities and Use of Proceeds

The Company  issued  746,687  shares of Common Stock pursuant to the exercise of
options in the quarter  ended  November  30,  1999.  The options had an exercise
price  ranging  from  $1.75 to $3.75 per  share.  The  Common  Stock was  issued
pursuant to the exemption  contained in Section 4 (2) of the  Securities  Act of
1933, as amended.


Item 3.  Defaults upon Senior Securities

None

Item 4.  Submissions of Matters to a Vote of Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K
         (a)   Exhibits
               Exhibit 27--Financial Data Schedule

         (b)   Reports on Form 8-K---None


                                       13
<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.

                                         CORNERSTONE INTERNET SOLUTIONS COMPANY
                                         (Registrant)


Date: January 14, 2000                   /s/ Edward Schroeder
                                         ------------------------------
                                         Edward Schroeder
                                         Chief Executive Officer
                                         And Principal Financial Officer