UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

     For the quarterly period ended June 30, 2000

                                       OR

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

     For the transition period from ___________ to ____________

                        Commission File Number 000-22715

                                 FUTUREONE, INC.
                 (Name of Small Business Issuer in its Charter)

                Nevada                                           84-1383677
    (State or Other Jurisdiction of                           (I.R.S. Employer
     Incorporation or Organization)                          Identification No.)


   4250 E. Camelback Rd., Suite K-124
            Phoenix, Arizona                                     85018-2751
(Address of Principal Executive Offices)                         (Zip Code)

                                 (602) 852-9725
               Registrant's Telephone Number, Including Area Code

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such shorter  periods 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 [ ]

Indicate the number of shares of each of the issuer's  classes of common  stock,
as of the latest  practical  date:  As of June 30, 2000,  there were  13,147,151
shares of Common Stock, $.001 par value per share, outstanding.
<PAGE>
                                 FUTUREONE, INC.

                                      INDEX
                                                                            PAGE
                                                                            ----
Part I: Financial Information ...............................................  3

Item 1. Financial Statements (unaudited) ....................................  3

    Condensed consolidated balance sheets -
    June 30, 2000 and September 30, 1999 ....................................  3

    Condensed consolidated statements of operations -
    Three months ended June 30, 2000 and 1999 ...............................  4

    Condensed consolidated statements of operations -
    Nine months ended June 30, 2000 and 1999 ................................  4

    Condensed consolidated statements of cash flows -
    Nine months ended June 30, 2000 and 1999 ................................  5

    Notes to condensed consolidated financial statements -
    June 30, 2000 ...........................................................  6

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ......................................... 12

Part II: Other Information .................................................. 17

Item 1. Legal Proceedings ................................................... 17

Item 2. Changes in Securities and Use of Proceeds ........................... 17

Item 3. Defaults Upon Senior Securities ..................................... 19

Item 4. Submission of Matters to a Vote of Security Holders ................. 19

Item 5. Other Information ................................................... 19

Item 6. Exhibits and Reports on Form 8-K. ................................... 19

                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        FUTUREONE, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                    JUNE 30,       SEPTEMBER 30,
                                                      2000             1999
                                                  ------------     ------------
                                                   (UNAUDITED)       (NOTE 1)
ASSETS
Current assets:
  Cash and cash equivalents                       $    472,183     $    155,529
  Available for sale securities                         97,438               --
   Trade accounts receivable,  net of allowance
     for doubtful accounts of approximately
     $114,000 and $140,000 at June 30, 2000 and
     September 30, 1999, respectively                2,685,934        2,567,893
   Cost and estimated  earnings in excess of
     billings on  uncompleted contracts                670,378          717,548
   Prepaid expenses and other assets                   492,498          132,559
                                                  ------------     ------------

Total current assets                                 4,418,431        3,573,529

Property and equipment, net                          2,606,467        3,670,868
Notes receivable                                        38,866           62,906
Intangible assets, net                               5,593,836        6,256,679
Other assets                                             8,628               --
Net long-term assets of discontinued
  operations                                             1,802        1,157,197
                                                  ------------     ------------
                                                  $ 12,668,030     $ 14,721,179
                                                  ============     ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Credit lines payable                            $    480,000     $    480,000
  Notes payable to stockholders                        166,450          171,450
  Trade accounts payable                             3,179,067        2,401,163
  Accrued expenses                                     319,471          368,536
  Taxes payable                                        283,262          282,462
  Billings in excess of cost and estimated
   earnings on uncompleted contract                    178,364           66,861
  Current portion of long term debt and
    capital leases                                   1,540,831        1,429,799
  Other liabilities                                    240,181           25,870
  Net current liabilities of discontinued
    operations                                         763,694          331,373
                                                  ------------     ------------
Total current liabilities                            7,151,320        5,557,514

Notes payable, less current portion                  1,993,029        2,603,848
Capital lease payable, less current portion             76,826           67,786

Stockholders' equity:
Common stock, $.001 par value, 50,000,000
  shares authorized and 13,147,151 and
  12,891,028 shares issued at June 30, 2000
  and September 30, 1999, Respectively                  13,148           12,891
Preferred stock, $.001 par value, 10,000,000
  shares authorized and none outstanding
Additional paid-in capital                          14,211,854       14,050,433
Unearned Compensation                                 (109,838)        (481,187)
Treasury stock, 292,850 and 108,850 shares
  at June 30, 2000 and September 30, 1999,
  respectively                                        (434,573)        (250,573)
Other comprehensive loss                              (128,310)              --
Accumulated deficit                                (10,105,426)      (6,839,533)
                                                  ------------     ------------
Total stockholders' equity                           3,446,855        6,492,031
                                                  ------------     ------------
                                                  $ 12,668,030     $ 14,721,179
                                                  ============     ============

            See notes to condensed consolidated financial statements.

                                       3
<PAGE>
                        FUTUREONE, INC. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED JUNE 30         NINE MONTHS ENDED JUNE 30
                                          -----------------------------     -----------------------------
                                              2000             1999             2000             1999
                                          ------------     ------------     ------------     ------------
<S>                                       <C>              <C>              <C>              <C>
Revenues:
  Internet services business              $    195,823     $     58,856     $    717,920     $    149,800
  Broadband communications engineering
    and construction services                3,139,694        2,341,979       10,034,454        5,207,593
                                          ------------     ------------     ------------     ------------
Total Revenues                               3,335,517        2,400,835       10,752,374        5,357,393

Costs of sales:
  Internet services business                   113,403           56,013          513,329          164,591
  Broadband communications engineering
    and construction services                2,636,847        2,030,272        9,267,889        4,562,933
                                          ------------     ------------     ------------     ------------
Total costs of sales                         2,750,250        2,086,285        9,781,218        4,727,524
                                          ------------     ------------     ------------     ------------
Gross profit                                   585,267          314,550          971,156          629,869
Operating expenses:
  General and administrative                 1,040,155          902,485        3,811,606        1,887,355
  Depreciation and amortization                217,312          256,947          733,242          631,125
                                          ------------     ------------     ------------     ------------
Loss from operations                          (672,200)        (844,882)      (3,573,692)      (1,888,611)
Other income (expense):
  Interest expense                            (111,772)         (80,177)        (617,192)        (141,647)
  Interest income                                  814               --            4,676               --
  Gain (loss) on sale of stock                (113,121)              --            5,100           27,897
  Gain (loss) on sale of property and
    equipment                                  129,547               --          (62,659)              --
  Other                                        (71,624)          10,065          (77,636)          22,970
                                          ------------     ------------     ------------     ------------
Net loss from continuing operations           (838,356)        (914,994)      (4,321,403)      (1,979,391)
Discontinued operations:
  Gain (loss) from operations                  173,592         (757,829)         (17,996)      (1,681,409)
  Gain (loss) on disposal                     (245,081)              --        1,073,506               --
                                          ------------     ------------     ------------     ------------
Net loss                                  $   (909,845)    $ (1,672,823)    $ (3,265,893)    $ (3,660,800)
                                          ============     ============     ============     ============
Basic and diluted net loss per
 common share:
  Loss from continuing operations         $       (.06)    $      (0.07)    $      (0.33)    $      (0.17)
  Gain/(Loss) from discontinued
    operations                                    (.01)           (0.06)             .08            (0.14)
                                          ------------     ------------     ------------     ------------
 Net loss per common share                $       (.07)    $      (0.13)    $      (0.25)    $      (0.31)
                                          ============     ============     ============     ============
Basic and diluted weighted average
 shares:                                    12,909,294       12,347,052       12,909,264       11,792,561
                                          ============     ============     ============     ============
</TABLE>

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>
                        FUTUREONE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                  NINE MONTHS ENDED JUNE 30
                                                                -----------------------------
                                                                    2000              1999
                                                                -----------       -----------
<S>                                                             <C>               <C>
OPERATING ACTIVITIES
Net loss                                                        $(3,265,893)      $(3,660,800)
Adjustments to reconcile net loss to net cash used in
 operating activities:
 Depreciation and amortization                                    1,145,733           833,921
 Provision for doubtful accounts (credit)                           (30,000)               --
 Amortization of unearned compensation                              155,865                --
 Accretion of debt discount                                         245,667                --
 Stock compensation                                                  92,495                --
 Realized and unrealized (gain) loss on investments                  (5,100)          (27,897)
 Loss (Gain) on disposal of discontinued operations              (1,055,510)        1,681,409
 Gain on Abcon sale                                                 (91,158)               --
 Loss on Priority Systems                                                --           120,175
 Loss on GlobalKey goodwill writeoff                                     --           516,676
 Loss on sale of assets                                              62,659                --
Changes in operating assets and liabilities:
 Available for sale securities                                    1,699,690           167,518
 Trade accounts receivable                                          (88,041)          273,292
 Costs and estimated earnings in excess of
   billings on uncompleted contracts                                 47,170           (28,179)
 Inventory
 Prepaid expenses and other assets                                  (96,610)         (270,492)
 Trade accounts payable                                             777,904           438,898
 Accrued expenses                                                   (49,065)          125,426
 Accrued bonus                                                           --          (500,000)
 Accrual for loss contract                                               --          (100,000)
 Taxes payable                                                          800           (41,967)
 Billings in excess of cost and estimated
  earnings on uncompleted contracts                                 111,503            93,443
 Other liabilities                                                  214,311           (99,647)
                                                                -----------       -----------

Net cash used in operating activities                              (127,580)         (478,224)

INVESTING ACTIVITIES
 Purchases of property and equipment                               (828,894)       (1,607,424)
 Proceeds from sale of property and equipment                       603,670            64,458
 Acquisitions of businesses, net of cash received                        --            25,402
 Purchase of trademark                                                 (779)           (1,022)
 Change in other assets                                              15,412            80,864
                                                                -----------       -----------
 Net cash used in continuing operations                            (210,591)       (1,437,722)
 Net cash provided by (used in) discontinued operations
  activities                                                        902,782        (1,921,272)
                                                                -----------       -----------
Net cash provided by (used in) investing activities                 692,191        (3,358,994)

FINANCING ACTIVITIES
 Net proceeds under credit lines                                         --           280,000
 Principal payments under capital lease obligations                (119,457)               --
 Proceeds from issuance of common stock                                  --         1,999,250
 Debt issuance costs                                                (15,000)               --
 Proceeds notes payable officers                                         --           164,000
 Principle payments of notes payable                               (302,633)         (222,460)
 Proceeds from notes payable                                        189,133         1,322,837
                                                                -----------       -----------
Net cash provided by (used in) financing activities                (247,957)        3,543,627
                                                                -----------       -----------
 Increase (decrease) in cash and cash equivalents                   316,654          (293,591)
 Cash and cash equivalents at beginning of period                   155,529           543,332
                                                                -----------       -----------
 Cash and cash equivalents at end of period                     $   472,183       $   249,741
                                                                ===========       ===========

SUPPLEMENTAL CASH FLOW INFORMATION
 Assets acquired under capital lease obligation                 $        --       $    23,957
                                                                ===========       ===========
 Exchange of available for sale securities for
  common stock                                                  $   184,000       $        --
                                                                ===========       ===========
 Retirement of debt with available for sale
  securities                                                    $   500,000       $        --
                                                                ===========       ===========
 Available for sale securities received for assets
  of discontinued operations                                    $ 2,604,000       $        --
                                                                ===========       ===========
</TABLE>
            See notes to condensed consolidated financial statements.

                                       5
<PAGE>
                        FUTUREONE, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                  JUNE 30, 2000

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Operating results for the three and nine-month periods ended June
30, 2000 are not necessarily  indicative of the results that may be expected for
the year ended September 30, 2000.

The  balance  sheet at  September  30,  1999 has been  derived  from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  For  further  information,  refer  to  the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-KSB for the fiscal year ended  September  30,  1999,  as filed
with the Securities and Exchange Commission on January 13, 2000.

2. DISCONTINUED OPERATIONS

Communications Equipment Sales Business

On May 23, 2000 the Company announced that it had eliminated its  communications
equipment  sales  business  segment.  The  Company  will no longer be a stocking
distributor of communication products. Accordingly, the communications equipment
sales business was accounted for as a discontinued operation in the accompanying
consolidated  financial  statements  for  all  periods  presented.  The  Company
realized a loss on the discontinuance of approximately $245,000.

Networld.com Inc. - Internet access business

On November 19, 1999, the Company sold its Internet access  business,  including
all  of  its  personal  and  business  Internet  access  customers  in  Phoenix,
Flagstaff, Tucson, Lake Havasu City, Prescott, Florence,  Wickenburg and Payson,
Arizona and all of the  equipment  related to providing  Internet  access to the
Company's current Internet subscribers to RMI.NET,  Inc. ("RMI.NET") for RMI.NET
common stock valued at  approximately  $2.75  million on the closing date of the
transaction.  Under terms of the asset purchase agreement (the "Agreement"),  50
percent of the stock was  immediately  available  for sale,  20 percent  will be
available  for sale  six  months  after  the  transaction,  20  percent  will be
available for sale one year after the transaction and 10 percent will be held in
escrow for 18 months after the  transaction  to cover any adverse claim that may
be made against the acquired assets.  The Company sold  approximately 50 percent
of the  RMI.NET  common  stock for  approximately  $1.5  million.  Additionally,
63,052, shares of RMI.NET common stock have been exchanged for full satisfaction
of a $500,000 convertible note and 43,004 shares have been exchanged for 184,000
shares of the Company's Common Stock under the severance  agreement described in
Note 9 regarding Kendall Q. Northern.

Accordingly,  the Internet  access  business was accounted for as a discontinued
operation in the accompanying  consolidated  financial  statements.  The Company
realized a gain on the sale of approximately $1.2 million.

Under terms of the Agreement,  the Company  agreed to fully satisfy  outstanding
amounts due on certain  equipment  leases and other  liabilities  related to the
acquired  assets  by  January  18,  2000.  To date,  the  Company  has not fully
satisfied the outstanding  amounts due on these  equipment  leases and currently
payments are  significantly  past due. One of the third party lessors has made a
written demand for payment to bring the leases current.

Pursuant  to the  terms of the  Agreement,  RMI.NET  is under no  obligation  to
deliver  10 percent  of the total  shares  which are to be held in escrow for 18
months   following  the  transaction  if  the  Company  does  not  satisfy  such
outstanding  liabilities in a timely manner. In addition, if RMI.NET must assume
such equipment leases and other liabilities related to the acquired assets, then
the Company is  obligated  to return an  additional  number of shares of RMI.NET
common stock so that the total of such shares and the final disbursement  shares
and escrow  shares  withheld by RMI.NET as set forth above  equals two times the
total  amount  due on such  liabilities.  The  Company  has  paid  approximately

                                       6
<PAGE>
$136,000 to partially  satisfy the equipment leases and other liabilities and is
currently  negotiating  for the  settlement  of  approximately  $392,000 of such
liabilities.

One or more of the equipment lease agreements were also personally guaranteed by
its current  President  and CEO Earl Cook and former  President  and CEO Kendall
Northern.  In June, 2000,  management of the Company initially became aware that
claims may be made against the personal guarantees of Mr. Cook and Mr. Northern.
Should any one or more of these third parties bring any claim against either one
or both Mr. Cook or Mr. Northern as a result of their respective guarantees, the
Company may have  indemnification  and/or hold harmless  obligations relative to
any such claim or liability  and an obligation  to advance  expenses,  including
attorneys  fees, to each  individual in accordance with the terms of Nevada law,
the  Company's  By-Laws,  the  employment  agreement  with Mr.  Cook  and/or the
severance  agreement with Mr. Northern.  The Company is currently  negotiating a
modification  of the payment terms with these third parties and to the Company's
knowledge,  no claim has been  brought  against the Company or either  guarantor
relating to any of the equipment lease agreements.

Networld.com Inc. - PrimeServ Virtual Telephone Service

On August 10,  1999,  the Company  adopted a plan to sell and signed a letter of
intent to sell the assets and customer list of its PrimeServ operating division.
On December 6, 1999,  the Company closed the sale for  consideration  of $17,800
cash and a $30,000 note receivable which resulted in a net loss of $66,615 which
was included as a loss on disposal  under  discontinued  operations for the year
ended September 30, 1999.


The  following  represents  the combined  results of operations of the Company's
discontinued operations:

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED JUNE 30     NINE MONTHS ENDED JUNE 30
                                    --------------------------    ---------------------------
                                        2000          1999           2000            1999
                                      ---------     ---------     -----------     -----------
<S>                                   <C>           <C>           <C>             <C>
Revenues                              $ 132,580     $ 817,031     $ 1,295,971     $ 3,061,105
Cost of sales                          (112,795)     (806,634)     (1,228,937)     (2,899,458)
General and administrative expense      (11,151)     (310,693)       (163,567)     (1,020,984)
Depreciation and amortization
  expense                               (10,815)     (113,521)        (91,618)       (346,367)
Interest expense                             --        (3,353)         (5,618)        (14,992)
Other                                   175,773      (340,659)        175,773        (460,713)
                                      ---------     ---------     -----------     -----------
Net gain (loss)                       $ 173,592     $(757,829)    $   (17,996)    $(1,681,409)
                                      =========     =========     ===========     ===========
</TABLE>

Costs and expenses,  including  interest,  have been  allocated to  discontinued
operations for all applicable  periods based on management's  estimates of those
costs directly related to the discontinued operations.

3. AVAILABLE FOR SALE SECURITIES

Available for sale  securities  consist of RMI.Net,  Inc.  common shares and are
carried  at fair  value  with  the  unrealized  gains  and  losses  reported  in
shareholders'  equity.  Realized  gains and losses are included in other income.

4. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated  earnings on uncompleted  contracts consist of the following
at:

                                                JUNE 30,           SEPTEMBER 30,
                                                  2000                 1999
                                               -----------          -----------
Costs incurred on
  uncompleted contracts                        $ 4,883,156          $ 2,337,185
Estimated earnings                                 726,207            1,107,910
                                               -----------          -----------
                                                 5,609,363            3,445,095
Less billings to date                           (5,117,349)          (2,794,408)
                                               -----------          -----------
                                               $   492,014          $   650,687
                                               ===========          ===========

Included in the accompanying balance sheet under the following captions:

                                                     JUNE 30,      SEPTEMBER 30,
                                                       2000              1999
                                                     ---------        ---------
Costs and estimated earnings in
  excess of Billings on uncompleted
  contracts                                          $ 670,378        $ 717,548
Billings in excess of costs and
  estimated Earnings on uncompleted
  contracts                                           (178,364)         (66,861)
                                                     ---------        ---------
                                                     $ 492,014        $ 650,687
                                                     =========        =========

                                       7
<PAGE>
5. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at:

                                                  JUNE 30,         SEPTEMBER 30,
                                                    2000               1999
                                                 -----------        -----------
Furniture and fixtures                           $   135,685        $   147,612
Computers and other equipment                        175,345            157,008
Construction equipment                             1,890,448          2,708,636
Software                                             168,185            167,022
Vehicles                                           1,014,393          1,046,432
Leasehold improvements                                62,514             59,092
                                                 -----------        -----------
                                                   3,446,570          4,285,802
Less accumulated depreciation and
  amortization                                      (840,103)          (614,934)
                                                 -----------        -----------
                                                 $ 2,606,467        $ 3,670,868
                                                 ===========        ===========

6. INTANGIBLE ASSETS

Intangible assets consist of the following at:

                                                JUNE 30,           SEPTEMBER 30,
                                                 2000                   1999
                                              -----------           -----------
Goodwill                                      $ 6,512,384           $ 6,613,524
Trademarks                                          2,436                 1,023
Debt issuance costs                               213,165               158,333
CLEC certification                                279,030               279,030
                                              -----------           -----------
                                                7,007,015             7,051,910
Less amortization                              (1,413,179)             (795,231)
                                              -----------           -----------
                                              $ 5,593,836           $ 6,256,679
                                              ===========           ===========

7. NOTES PAYABLE AND LONG TERM DEBT

In October 1999,  the Company  issued  detachable  warrants to purchase  250,000
shares  of its  Common  Stock  at  $1.00  per  share  and a  promissory  note in
consideration for $250,000.  The note bears interest at 15% annually and matured
February 8, 2000. The offering of such warrants,  promissory note and underlying
shares of Common Stock was made pursuant to an exemption from registration under
Section  4(2) of the  Securities  Act as private  transactions  not  involving a
public  distribution.  The warrants have a determined value of $47,500 which has
been  recorded as a discount to the debt issued and will be accreted to interest
expense over the term of the note.  In February  2000,  the Company  amended the
note to (i)  provide  for an  extension  of the note to  August 8, 2000 and (ii)
include a conversion  feature to Common Stock at an exercise  price of $1.00 per
share.  The Company did not pay this promissory note by the stated maturity date
nor has it received  from the holder any notice of  conversion  to Common Stock.
However, the Company is in the process of negotiating the terms of an extension.

Effective as of December 28, 1999,  the Company  issued  detachable  warrants to
purchase  16,667  shares of its Common Stock at $1.00 per share and a promissory
note  convertible  into  50,000  shares of  Common  Stock in  consideration  for
$50,000.  The note  bears  interest  at 12% and  matured on June 28,  2000.  The
offering of such warrants, promissory note and underlying shares of Common Stock
was made pursuant to an exemption  from  registration  under Section 4(2) of the
Securities Act and Rule 506 of Regulation D promulgated under the Securities Act
as private transactions not involving a public distribution. The warrants have a
determined  value of $3,167  which has been  recorded  as a discount to the debt
issued and will be accreted to interest  expense over the term of the note.  The
Company did not pay this  promissory note by the stated maturity date nor has it
received from the holder any notice of conversion to Common Stock.  However, the
Company is in the process of negotiating the terms of an extension.

Effective  May 30,  2000  the  Company  entered  into a  promissory  note in the
principal  amount of $64,800 in  conjunction  with the execution of a Settlement
and Mutual  Release  Agreement of the same date.  The note bears  interest at 8%
annually  and is secured by a portion of the  accounts  receivable  and contract
rights of the Company's  division,  Rocket  Science  Creative.  Installments  of
interest and  principal  are payable at $5,000 per month  commencing  on July 1,
2000  until the note is fully  paid.  The  Company  has not made an  installment
payment under this note.  However to date, the Company has received no demand or
notice from the noteholder  concerning any installment  payment presently due on
the  note,  but is  currently  negotiating  the  terms of an  extention  or note
modification.

                                       8
<PAGE>
Effective June 1, 2000, in association with the Employment  Separation Agreement
(see  Note 9) with  Alan P.  Hald,  the  former  Chairman  of the  Board for the
Company, the Company entered into a convertible promissory note in the principal
amount of $70,000, with the note principal and accrued interest convertible into
shares of Common  Stock.  The note  bears  interest  at 14% and  matures  on the
earlier of September 1, 2000, or five days after the date the Company closes one
or more public offerings,  private placement of debt and/or equity,  sale and/or
merger of the Company in the aggregate amount of not less than  $1,500,000.  The
offering of the  convertible  promissory  note was made pursuant to an exemption
from  registration  under  Section  4(2) of the  Securities  Act and Rule 506 of
Regulation D promulgated  under the Securities Act as a private  transaction not
involving a public distribution.

8. EMPLOYMENT AGREEMENTS

The Company and Mr. John Stephen Kelly entered into an Employment  Agreement for
Mr. Kelly to serve as Vice  President & General  Counsel,  effective as of April
24, 2000.  The  agreement  sets forth the basic terms of  employment,  including
salary, management bonus and employment duties. As additional compensation,  Mr.
Kelly is to receive an incentive  stock option for 30,000 shares of common stock
of the Company at $1.00 per share. The options vest equally over three years.

The agreement  also provides that if there is a substantial  change in ownership
or  management  control of the Company and Mr.  Kelly is  thereafter  terminated
without cause within 180 days of such change in ownership or management control,
Mr. Kelly shall be paid the  following,  in addition to his normal  compensation
and the benefits  due up to the actual date of  termination:  (i) an  additional
severance amount equal to six months salary; and (ii) a management bonus related
to an equity or debt funding in a defined minimum funding amount received by the
Company within 12 months of termination;  and (iii) all stock options granted to
date and in the future shall be considered  immediately  earned,  vested and not
subject to cancellation under any termination of employment clauses in the stock
option agreements.

Mr. Ralph Zanck recently became a reporting person for purposes of Section 16 of
the Exchange Act of 1934. The Company and Mr. Zanck  originally  entered into an
Employment  Agreement  and a first  amendment  for Mr.  Zanck  to  serve as Vice
President of Finance, effective as of December 6, 1999. The agreement sets forth
the basic terms of employment, including salary, management bonus and employment
duties. As additional  compensation,  Mr. Zanck is to receive an incentive stock
option for 30,000 shares of common stock of the Company at $1.00 per share.  The
options vest equally over three years.

The agreement  also provides that if there is a substantial  change in ownership
or  management  control of the Company and Mr.  Zanck is  thereafter  terminated
without cause within 180 days of such change in ownership or management control,
Mr. Zanck shall be paid the  following,  in addition to his normal  compensation
and the benefits  due up to the actual date of  termination:  (i) an  additional
severance amount equal to six months salary;  and (ii) a management and prorated
performance  bonus  related to certain  funding  received by the Company  within
twelve 12 months of termination; and (iii) all stock options granted to date and
in the future shall be considered  immediately earned, vested and not subject to
cancellation  under any  termination  of employment  clauses in the stock option
agreements.

9. SEVERANCE AGREEMENTS

Alan P. Hald, Chairman of the Board of Directors of the Company,  resigned as an
employee and member of the Board of Directors  of the Company.  The  resignation
was pursuant to the terms of an Employment  Separation  Agreement by and between
the Company and Mr. Hald effective as of June 1, 2000. The Separation  Agreement
provides  for:  (a) the  payment of any base salary that has accrued but has not
been paid as of the date of separation  pursuant to the terms of the  Employment
Agreement  between the Company and Alan P. Mr. Hald dated as of January 1, 2000,
as amended  (the  "Employment  Agreement");  (b) the lump sum payment of $70,000
representing  Mr. Hald's base salary  through the end of term of the  Employment
Agreement to be made in accordance  with the terms of a  Convertible  Promissory
Note (see Note 7 above);  (c)  accrued  benefits  required to be provided by the
terms of any  Company  sponsored  benefit  plans or  programs;  (d)  warrants to
purchase  490,000  shares of common stock of the Company  which equal the amount
Mr. Hald would have received through the full term of the Employment  Agreement;
and  (e)  payment  of a  transaction  bonus  in  the  cash  amount  of 1% of the
Transaction ("Cash Amount") and an amount of warrants,  equal to the Cash Amount
divided  by the  strike  price  of  $1.00  per  share  of the  warrant  upon the
occurrence of certain  events,  including,  without  limitation the closing of a
public  offering,  private  placement,  sale  or  merger  of the  Company  in an
aggregate amount valued at least $10,000,000 before January 1, 2001.

On November  23,  1999,  the Company  entered  into a Severance  Agreement  with
Kendall Q. Northern,  the Company's then president and chief executive  officer.
Pursuant to the Severance Agreement, Mr. Northern's employment contract with the
Company was terminated by mutual consent and Mr. Northern resigned as an officer

                                       9
<PAGE>
and director of the Company and all of its  affiliates and agreed not to compete
with the Company for a period of one year.  In  consideration  for executing the
Severance  Agreement,  the Company agreed to  immediately  pay a one-time sum of
$50,000  and a  one-year  separation  payment  of  $100,000  to be paid in equal
monthly installments.  In addition,  the Company is further obligated to pay for
Mr.  Northern's auto rental,  auto insurance and medical insurance for one year.
The Company  also  allowed  Mr.  Northern to retain  certain  Company  property,
already in his  possession,  valued at  approximately  $17,500  and to  exchange
200,000  shares of the Company's  Common Stock owned by Mr.  Northern for 47,031
shares of RMI.NET,  Inc.  stock  obtained  by the  Company  from the sale of its
Internet  access  business.  On March 27,  2000,  the  Company  entered  into an
agreement with Mr.  Northern which amended the terms of the severance  agreement
to provide for the exchange of 184,000 shares of the Company's  stock for 43,004
shares of RMI.NET.  Inc Common Stock. The exchange  transaction was reflected in
the second  quarter  financial  statements  and was  executed on or about May 5,
2000.  In order to meet other  financial  obligations,  the Company  temporarily
suspended making the monthly severance  payments to Mr. Northern effective June,
2000.

10. LEASES

The Company is currently negotiating with certain third parties to fully satisfy
certain outstanding equipment leases and other liabilities related to the assets
acquired from the Company by RMI.NET in an approximate  amount of $392,000.  The
Company  may be subject to certain  penalties  under the terms of the  agreement
between RMI.NET and the Company if it does not fully satisfy such liabilities in
a timely manner.  To date, the Company has not fully  satisfied the  outstanding
amounts due on these equipment  leases and the third parties have made a written
demand for payment.

One or more of the equipment lease agreements were also personally guaranteed by
its current  President  and CEO Earl Cook and former  President  and CEO Kendall
Northern.  Should any one or more of these third parties bring any claim against
either  one or both Mr.  Cook or Mr.  Northern  as a result of their  respective
guarantees,   the  Company  may  have   indemnification   and/or  hold  harmless
obligations relative to any such claim or liability and an obligation to advance
expenses,  including  attorneys  fees, to each individual in accordance with the
terms of Nevada law, the Company's  By-Laws,  the employment  agreement with Mr.
Cook and/or the severance agreement with Mr. Northern.  The Company is currently
negotiating a modification  of the payment terms with these third parties and to
the Company's knowledge, no claim has been brought against the Company or either
guarantor relating to any of the equipment lease agreements.

11. SEGMENT INFORMATION

The  Company   operates  its  business   under  Internet   services,   broadband
communications engineering and construction services, and convergence technology
and  telecommunications.  Management  evaluates the  performance of the segments
based upon revenues, gross margin, pre-tax income and long-lived assets. For the
three- and nine-months  ended June 30, 2000 and 1999, this  information has been
provided by segment.  The Company's  sales are  primarily in the western  United
States with no international sales.

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED JUNE 30       NINE MONTHS ENDED JUNE 30
                                           ----------------------------     ---------------------------
                                              2000             1999             2000            1999
                                           -----------     ------------     ------------     -----------
<S>                                        <C>             <C>              <C>              <C>
Revenues from external customers:
  Internet services business               $   195,823     $     58,856     $    717,920     $   149,800
  Broadband communications engineering
    and construction services                3,139,694        2,341,979       10,034,454       5,207,593
                                           -----------     ------------     ------------     -----------
                                           $ 3,335,517     $  2,400,835     $ 10,752,374     $ 5,357,393
                                           ===========     ============     ============     ===========

Gross profit (loss):
  Internet services business               $    82,420     $      2,843     $    204,591     $   (14,791)
  Broadband communications engineering
    and construction services                  502,847          311,707          766,565         644,660
                                           -----------     ------------     ------------     -----------
                                           $   585,267     $    314,550     $    971,156     $   629,869
                                           ===========     ============     ============     ===========

Depreciation and amortization expense:
  Internet services business               $    22,055     $     11,786     $     64,892     $    11,786
  Broadband communications engineering
    and construction Services                  159,362          167,767          499,184         480,902
  Convergence technology and
    telecommunications                           7,957               --           16,772              --
  Unallocated corporate                         27,938           77,394          152,394         138,437
                                           -----------     ------------     ------------     -----------
                                           $   217,312     $    256,947     $    733,242     $   631,125
                                           ===========     ============     ============     ===========

 Net loss from continuing operations:
   Internet services business              $   (51,861)    $    (58,846)    $   (261,326)    $   (78,259)
   Broadband communications engineering
     and construction Services                 (55,199)        (339,077)      (1,480,537)       (716,935)
   Convergence technology and
     telecommunications                        (57,323)              --         (202,226)             --
   Unallocated corporate                      (673,973)        (517,071)      (2,377,314)     (1,184,197)
                                           -----------     ------------     ------------     -----------
                                           $  (838,356)    $   (914,994)    $ (4,321,403)    $(1,979,391)
                                           ===========     ============     ============     ===========
</TABLE>

                                       10
<PAGE>
12. SUBSEQUENT EVENTS

OPEC Corporation, a wholly owned subsidiary of the Company ("OPEC"),  previously
entered  into  a  Loan  Agreement  and  Collateralized   Convertible  Commercial
Promissory  Note (the  "Note") on August  27,  1999 in the  principal  amount of
$1,000,000.  The Note is  secured in part by all of OPEC's  accounts,  including
accounts  receivable and contract rights, both existing and future, all pursuant
to a certain  Security  Agreement  of the same  date.  Donald D.  Cannella,  the
President of OPEC, is a guarantor under the Loan Agreement

The Note also  contained a  conversion  privilege  provision  which  allowed the
holders  of the  Note,  under  certain  terms and  conditions,  to  convert  the
principal  amount  of the Note  into the  common  stock  of the  Company  at the
conversion  ratio of $2.25 of Note principal for one share of common stock.  The
Company previously signed an "Acknowledgement of Conversion  Privilege" (but not
as Maker or Guarantor) under the Note.

In  July,  2000,  the  noteholders   agreed  to  permit  periodic  releasing  of
approximately $360,000 of identified portions of OPEC's accounts receivable from
the  Security   Agreement  under  certain   conditions.   A  condition  for  the
noteholders'  consent included that Mr. Cannella and Mr. Romano,  Vice President
of OPEC,  voluntarily agreed to transfer up to 60,000 shares of their own common
stock in the  Company  to one or more of the  noteholders  at 10,000  shares per
month for a maximum of six  months.  Additionally,  the Company is to deliver to
the  noteholders up to a maximum of 360,000  common stock purchase  warrants for
shares of common  stock in the  Company at a price of $1.00 per share.  However,
the warrants are only  deliverable to the noteholders in lots of 60,000 for each
time the noteholders  consent to release  collateral from the Security Agreement
and (1) OPEC  approves  an  accounts  receivable  factoring  arrangement  in any
particular month by the factoring  lender;  and (2) the Company or OPEC receives
the required  documentation  from the noteholders  satisfactory to the factoring
lender  which  releases  the  agreed  identified  collateral  from the  Security
Agreement.

In further  consideration of the noteholders' consent to periodically  releasing
identified  portions of OPEC's accounts  receivable from the Security Agreement,
the Company  agreed to modify the above  described  conversion  privilege and to
execute and sign a new "Acknowledgement of Conversion Privilege". The conversion
privilege was modified so that $444,000 of the principal  amount of the Note may
be  converted  into the common stock of the Company at the  conversion  ratio of
$1.00 of Note  principal for one share of common  stock.  All other terms of the
conversion privilege remained as stated in the original Note.

13. RELATED PARTY TRANSACTIONS

On or about May 10 , 2000 the Company became aware of two Employment  Agreements
and a amendment to an existing employment contract that were entered into by the
former President,  Kendall Northern, with three of the Company's employees.  The
three employees are all related to Mr. Northern.  Each of the agreements include
a clause  stating the  employee is to be paid  $100,000  if  terminated  without
cause.

For unrelated reasons, two of the employees have been terminated and the Company
has received a formal demand for payment of $100,000 from each former  employee.
The  remaining   employee   continues  to  be  employed  by  the  Company.   The
circumstances  surrounding  the  execution  and validity of these  agreements is
currently under investigation.  The Company believes there are valid defenses to
any claims which may be brought by the ex-employees and will defend its position
vigorously.  Therefore,  the accompanying  financial statements do not include a
related liability.

14. UNUSUAL ITEMS

On  April  19,  1999,  the  Company  acquired  100  percent  of the  issued  and
outstanding common stock of Abcon, Inc. (horizontal drilling and boring company)
in a purchase  business  combination for  consideration  of 94,118 shares of the
Company's common stock with a fair value at date of issuance of $2.302 per share
or $216,660 in the aggregate.  The  acquisition  was accounted for as a purchase
transaction.

In  February  of  2000,  management  of the  Company  and  its  subsidiary  OPEC
determined  that it was no longer  economically  feasible to maintain a focus in
the horizontal  drilling and boring business.  The Company entered into a Letter
of Intent dated  February 20, 2000 with Abcon Inc.  ("Abcon") and a former owner
of Abcon to sell  the Abcon  drilling and boring  business. On June 30, 2000 the

                                       11
<PAGE>
Company  completed the sale of Abcon, Inc. back to a former owner of the company
through a  transfer  back of all the issued  and  outstanding  shares of capital
stock of Abcon. The purchase price for the shares included (1) the assumption of
$236,567  of  specified  debts and  indemnification  of the  Company as to those
debts;  (2)  acknowledgement  of the prior  receipt by OPEC of cash  payments of
$230,053  through buyer financing of equipment  transferred or to be transferred
to  buyer;  (3)  acknowledgement  of the  anticipated  receipt  by  OPEC of cash
payments of $229,982  through buyer financing of equipment  transferred or to be
transferred  to buyer;  and the delivery and execution of a promissory  note and
security agreement to the Company and OPEC in the aggregate  principal amount of
$263,329, which includes the $229,982 of cash payments anticipated by OPEC.

The  difference  between  the value of the  consideration  received  and the net
assets and  liabilities  of Abcon,  Inc.  which were sold  resulted in a gain of
$91,158  which  is  included  in  the  accompanying  consolidated  statement  of
operations as gain on sale of property and equipment.

The  Company  will  retain  minimal  horizontal  drilling  capabilities.  Future
contracts  requiring  horizontal  drilling  will either be  performed  utilizing
existing capability or through  subcontractors.  Horizontal drilling revenue has
averaged approximately $1,300,000 per quarter during the period that the Company
owned Abcon,  Inc. The sale will reduce revenue;  however,  the Company believes
that the impact on operating profit will be favorable.

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

     All statements in this  "Management's  Discussion and Analysis of Financial
Condition and Results of  Operations"  and elsewhere in this Report,  other than
statements of historical facts, which address activities, events or developments
that the  Company  expects  or  anticipates  will or may  occur  in the  future,
including  such  things  as  future  capital   expenditures,   growth,   product
development, sales, business strategy and other such matters are forward-looking
statements.  These forward-looking statements are based largely on the Company's
expectations  and  assumptions  and  are  subject  to  a  number  of  risks  and
uncertainties,  many of which are beyond the Company's  control.  Actual results
could differ materially from the forward-looking  statements set forth herein as
a result of a number of factors,  including,  but not limited to, the  Company's
limited  operating  history,  unpredictability  of  operating  results,  intense
competition in various aspects of its business,  the risks of rapid growth,  the
Company's  dependence  on key  personnel,  uncertainty  of  product  acceptance,
changes in laws and regulations, changes in economic conditions, an inability to
obtain financing and other risks described in the Company's reports on file with
the   Securities  and  Exchange   Commission.   In  light  of  these  risks  and
uncertainties,  these cautionary  statements qualify all of the  forward-looking
statements  made herein and there can be no assurance that the actual results or
developments anticipated by the Company will be realized. The Company undertakes
no  obligation  to  update  or  revise  any of the  forward  looking  statements
contained herein.

     This  discussion  and  analysis  of  financial  condition  and  results  of
operations   should  be  read  in  conjunction  with  the  unaudited   condensed
consolidated financial statements and the related disclosures included elsewhere
herein and  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations  included as part of the  Company's  Annual Report on Form
10-KSB for the year ended September 30, 1999.

RESULTS OF OPERATIONS

     The following table sets forth the percentage of total revenues represented
by  specific  expense  and  income  items  for  continuing  operations  for  the
three-month  and  nine-month  periods  ending June 30, 2000 and 1999.  The prior
period  revenues  and  related  items  have been  adjusted  for the  effects  of
reclassifying   the  revenues  and  associated  costs  of  the  Internet  access
operations,  virtual telephone services,  and the communication  equipment sales
business  that have now been  recorded as  discontinued  operations  in 2000 and
1999. See Footnote 2 to the "Condensed Consolidated Financial Statements," which
indicates the amounts from each category that were  reclassified to discontinued
operations.

                                       12
<PAGE>
                                       THREE MONTH PERIOD     NINE MONTH PERIOD
                                         ENDING JUNE 30         ENDING JUNE 30
                                        ----------------      ----------------
                                         2000       1999       2000       1999
                                        -----      -----      -----      -----
REVENUES:
 Internet Services Business               5.9%       2.5%       6.7%       2.8%
 Broadband Communications Engineering
   and Construction Services             94.1       97.5       93.3       97.2
                                        -----      -----      -----      -----

          TOTAL REVENUES                100.0      100.0      100.0      100.0
                                        -----      -----      -----      -----

COSTS OF SALES:
 Internet Services Business               3.4        2.3        4.8        3.1
 Broadband Communications Engineering
   and Construction Services             79.1       84.6       86.2       85.2
                                        -----      -----      -----      -----

          TOTAL COST OF SALES            82.5       86.9       91.0       88.3
                                        -----      -----      -----      -----

GROSS PROFIT                             17.5       13.1        9.0       11.7
OPERATING EXPENSES:
 General and Administrative              31.2       37.6       35.4       35.2
 Depreciation and Amortization            6.5       10.7        6.8       11.8
                                        -----      -----      -----      -----
          TOTAL OPERATING EXPENSES       37.7       48.3       42.2       47.0
                                        -----      -----      -----      -----
          LOSS FROM OPERATIONS          (20.2)     (35.2)     (33.2)     (35.3)
OTHER INCOME (LOSS), NET                 (5.0)      (2.9)      (7.0)      (1.7)
                                        -----      -----      -----      -----
NET LOSS FROM CONTINUING OPERATIONS     (25.2)     (38.1)     (40.2)     (37.0)

DISCONTINUED OPERATIONS:
 Loss from Operations                     5.2      (31.6)      (0.2)     (31.4)
 Gain on disposal                        (7.3)        --       10.0         --
                                        -----      -----      -----      -----
LOSS BEFORE INCOME TAXES                (27.3)     (69.7)     (30.4)     (68.4)
                                        -----      -----      -----      -----
          NET LOSS                      (27.3)%    (69.7)%    (30.4)%    (68.4)%
                                        =====      =====      =====      =====

     The Company's operating loss was $838,000 and $915,000 and its net loss was
$910,000  and  $1,673,000  for the three  months  ended June 30,  2000 and 1999,
respectively.

     The       Company's  operating  loss was  $4,321,000 and $1,979,000 and its
               net loss was  $3,266,000 and $3,661,000 for the nine months ended
               June 30, 2000 and 1999 respectively.

     The following  table sets forth  comparative  cash flows of the Company for
the periods indicated:

                                                   NINE MONTHS ENDED JUNE 30
                                                -------------------------------
                                                   2000                 1999
                                                -----------         -----------
Net Cash Used in Operating Activities           $  (128,000)        $  (478,000)
Net Cash Provided by (Used) in
  Investing Activities                              692,000          (3,359,000)
Net Cash Provided by Financing
  Activities                                       (248,000)          3,544,000
Ending Cash Balance                                 472,000             250,000
Working Capital (Deficit)                        (2,733,000)         (1,984,000)

THREE MONTHS ENDED JUNE 30, 2000 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1999

REVENUES

     Total revenues, excluding revenues attributable to discontinued operations,
were  $3,336,000  for the three months  ended June 30, 2000,  an increase of 39%
from $2,401,000 for the three months ended June 30, 1999.

     Internet  services  business  revenues  increased  $137,000,  or 232%, from
$59,000 in the three  months ended June 30, 1999 to $196,000 in the three months
ended June 30, 2000.  This increase is primarily  attributable to additional web
service  revenues  resulting  from the Company's  acquisition  of an advertising
company and an e-commerce company in March and July 1999, respectively.

     The  Company's  broadband   communications   engineering  and  construction
services  revenues  increased  $798,000,  or 34%,  from  $2,342,000 in the three
months  ended June 30, 1999 to  $3,140,000  in the three  months  ended June 30,
2000. The Company believes the increase in broadband communications  engineering
and  construction  services  revenue is  primarily  attributable  to the Company
obtaining  large  contracts  to  provide  underground   construction   services,
establishing  a new  splicing  division  and  the  Company's  expansion  of  its
underground  construction  services  into  Arizona.  The Company  believes  that
revenues from this division are currently at the maximum level based on existing
personnel,  equipment  and capital  resources.  The Company  closed its splicing
division and completed the sale of its horizontal  drilling & boring division in
the third quarter. Accordingly future revenues are expected to decline, however,
the impact on operating profit is expected to be favorable.

COSTS OF REVENUES

     Cost of sales in the Internet services division includes the direct cost of
labor for programmers,  supplies and contract services.  Cost of sales increased
$57,000,  or 102%,  from  $56,000 in the three  months  ended  June 30,  1999 to
$113,000 in the three months ended June 30, 2000.  This increase is attributable
to  acquisitions of an advertising  company and e-commerce  company in March and
July 1999,  respectively,  which resulted in increased  revenues.  Gross margins
increased  from 5.1% in the three  months  ended June 30,  1999 to 42.1% for the
three months ended June 30, 2000. The increase in gross margin is due to billing
rate and business volume increases.

                                       13
<PAGE>
     Cost of sales for the Company's underground construction operations,  which
includes materials,  direct labor costs and depreciation,  was $2,637,000 during
the three months ended June 30, 2000 compared to $2,030,000 for the three months
ended June 30, 1999. The increase is attributable to additional  large contracts
to provide underground  construction services and the Company's expansion of its
underground construction services into Arizona. Gross margins have improved from
13.3% for the three  months  ended June 30,  1999 to 16.0% for the three  months
ended June 30, 2000. The higher  margins are the result of the Company  focusing
on smaller  management  and service  contracts,  which tend to have higher gross
margins and reducing  commitment of resources to larger  projects that typically
yield lower margins. See "Revenue Recognition Estimates."

GENERAL AND ADMINISTRATIVE

     General  and  administrative  expenses  increased  $138,000,  or 15%,  from
$902,000  in the three  months  ended June 30, 1999 to  $1,040,000  in the three
months ended June 30, 2000.  Approximately $141,000 of this increase is directly
related to  business  growth,  , $62,000  for  Internet  services,  $29,000  for
broadband  communications  engineering and  construction  services,  $49,000 for
convergence   technology  and   telecommunications.   Other  corporate  expenses
decreased $3,000 as a result of reductions in administrative personnel and other
operating costs.

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization  including  amounts recorded to cost of sales
decreased  from  $389,000 in the three months ended June 30, 1999 to $358,000 in
the three months ended June 30, 2000. This decrease is primarily attributable to
the horizontal drilling equipment recently sold by the Company.

INTEREST EXPENSE

     Interest expense  increased from $80,000 in the three months ended June 30,
1999 to $112,000  in the three  months  ended June 30,  2000.  Interest  expense
increased  $24,000 due to accretion of debt discount from working  capital loans
obtained by the Company.

DISCONTINUED OPERATIONS

     During the period  ended June 30,  2000,  the Company  recognized a gain of
$174,000 related to operations of its discontinued communication equipment sales
business and recorded a $245,000 loss on discontinuing  this business.  The gain
from  operations  resulted  from  reducing a previously  recorded  liability for
estimated  losses on  liquidating  inventory,  which did not  occur.  During the
period ended June 30, 1999, the Company  recognized a loss of $758,000 from both
its  discontinued   communication  equipment  sales  business  and  discontinued
Internet access business.  These operations were identified and accounted for as
discontinued operations for the year ended September 30, 1999.

NINE MONTHS ENDED JUNE 30, 2000 COMPARED WITH NINE MONTHS ENDED JUNE 30, 1999

     Total revenues, excluding revenues attributable to discontinued operations,
were  $10,752,000  for the nine months ended June 30, 2000,  an increase of 101%
from $5,357,000 for the nine months ended June 30, 1999.

     Internet  services  business  revenues  increased  $568,000,  or 379%, from
$150,000 in the nine  months  ended June 30, 1999 to $718,000 in the nine months
ended June 30, 2000.  This increase is primarily  attributable to additional web
service  revenues  resulting  from the Company's  acquisition  of an advertising
company and an e-commerce company in March and July 1999, respectively.

     The  Company's  broadband   communications   engineering  and  construction
services  revenues  increased  $4,827,000,  or 93%, from  $5,208,000 in the nine
months  ended June 30, 1999 to  $10,034,000  in the nine  months  ended June 30,
2000.  The  Company  believes  that the  increase  in  broadband  communications
engineering and construction  services revenue is primarily  attributable to the
Company obtaining additional large contracts to provide underground construction
services and the Company's  expansion of its underground  construction  services
into  Arizona.  The  Company  believes  that  revenues  from this  division  are
currently  at the  maximum  level  based on existing  personnel,  equipment  and
capital  resources.  The  Company  closed  its  splicing  division  and sold its
horizontal  drilling & boring division in the third quarter,  accordingly future
revenues are expected to decline slightly in the future.

COSTS OF REVENUES

     Cost of sales in the Internet services division includes the direct cost of
labor for programmers,  supplies and contract services.  Cost of sales increased
$349,000,  or 212%,  from  $165,000  in the nine  months  ended June 30, 1999 to

                                       14
<PAGE>
$513,000 in the nine months ended June 30, 2000.  This increase is  attributable
to  acquisitions of an advertising  company and e-commerce  company in March and
July 1999,  respectively,  which resulted in increased  revenues.  Gross margins
increased from negative 9.9% in the nine months ended June 30, 1999 to 28.5% for
the nine months  ended June 30,  2000.  The  increase in gross  margin is due to
billing rate and business volume increases.

     Cost of sales for the Company's underground construction operations,  which
includes materials,  direct labor costs and depreciation,  was $9,268,000 during
the nine months ended June 30, 2000 compared to  $4,563,000  for the nine months
ended June 30, 1999. The increase is attributable  to additional  revenues being
earned by this  division.  Gross  margins have  declined from 12.4% for the nine
months ended June 30, 1999 to 7.6% for the nine months ended June 30, 2000.  The
lower  margins are the result of the Company  focusing  its  resources on larger
projects that  typically  yield lower margins.  Additionally  two large projects
exceeded cost estimates  impacting  gross margins for this period.  In the third
quarter  this  division  reduced  focus  on  large  construction  contracts  and
concentrated on smaller  contracts and management and service  contracts,  which
tend to have higher gross margins.  As a result margins improved during the most
recent quarter to 16.0%. See "Revenue Recognition Estimates."

GENERAL AND ADMINISTRATIVE

     General and  administrative  expenses increased  $1,924,000,  or 102%, from
$1,887,000  in the nine  months  ended June 30, 1999 to  $3,811,000  in the nine
months  ended  June 30,  2000.  Approximately  $1,115,000  of this  increase  is
directly related to business growth, acquisitions and new business, $349,000 for
Internet  services,   $580,000  for  broadband  communications  engineering  and
construction    services,    $186,000    for    convergence    technology    and
telecommunications.  Other corporate  expenses,  which increased  $810,000,  are
generally due to increased growth,  including,  additional  professional fees of
$210,000,   increases  in  management  personnel  of  $227,000,   and  increased
facilities expenses of $125,000.  Non-recurring,  executive severance expense of
$248,000 was also incurred in the nine months ended June 30, 2000.

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization  including  amounts recorded to cost of sales
increased  from $956,000 in the nine months ended June 30, 1999 to $1,268,000 in
the nine months ended June 30, 2000.  This increase is  attributable to previous
acquisitions made by the Company.

INTEREST EXPENSE

     Interest expense  increased from $142,000 in the nine months ended June 30,
1999 to  $617,000  in the nine  months  ended June 30,  2000.  Interest  expense
increased  $152,000 due to increased  debt for equipment and working  capital in
the broadband communications  engineering and construction division and $244,000
associated  with accretion of debt discount from working  capital loans obtained
by the Company during the nine months ended June 30, 2000.

DISCONTINUED OPERATIONS

     During the nine month period ended June 30, 2000, the Company  recognized a
one-time gain of $1,319,000  related to disposal of its Internet access business
and  a  one  time  loss  of  $245,000  related  to  the  discontinuance  of  its
communication  equipment sales business.  In addition,  the Company recognized a
gain of  approximately  $113,000  during the nine months ended June 30, 2000, on
the sale of the  RMI.NET  stock  received  in the ISP  sale.  The  Company  also
recognized a loss of $18,000 for the nine months ended June 30, 2000 relating to
the operations of its discontinued operations compared with a loss of $1,681,000
for the nine month period ended June 30,1999.  These  operations were identified
and  accounted  for as  discontinued  operations  for the year  ended  September
30,1999.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had net cash used for operating  activities of $128,000 for the
nine months ended June 30, 2000 compared to $478,000 net cash used for operating
activities  for the nine months ended June 30, 1999.  Net cash used in operating
activities  was less during the nine months ended June 30, 2000 primarily due to
proceeds received from the sale of the Company's Internet access operations. The
Company's  investment  activities  provided  $692,000 and  required  $3,359,000,
during 2000 and 1999,  respectively.  The primary  reason for the change in cash
used from investing activities in 2000 was a change in proceeds from the sale of
equipment  of  $540,000,  a decrease in purchase of equipment of $778,000 and an
increase in cash provided from discontinued operations of $2,824,000.  Financing

                                       15
<PAGE>
activities  used $248,000 in 2000 and provided  $3,544,000  in 1999.  All of the
cash proceeds from financing  activities in 2000 and 1999, except for $1,999,000
in 1999  from the  issuance  of  common  stock,  were  attributable  to net debt
proceeds.

     Except for its existing contracts,  the Company's  NeighborComm product has
been put on hold pending  additional  funding and greater market  acceptability.
The  Company   intends  to   immediately   concentrate   on   expansion  of  its
Telecommunications  business  to provide  more  immediate  revenues  through the
deployment of DSL and VoDSL solutions. The Company has developed a business plan
for  expanding  this  business  segment  and is  currently  attempting  to raise
sufficient capital, through a private placement offering, to implement this plan
The Company  believes  that cash on hand at June 30, 2000 is not  sufficient  to
meet the  Company's  working  capital  demands  for the next  three  months  and
accordingly  the Company plans on obtaining cash and working  capital  through a
private  placement and the sale of assets. In the event the Company is unable to
obtain additional financing, the Company will not be able to fully undertake its
telecommunications  expansion  and will  attempt  to reduce  costs and  possibly
liquidate additional assets to permit existing sources of capital to finance the
operations  of the Company  until such time as  additional  sources of financing
become available.

     The Company  has an  existing  line of credit with a bank that was in place
prior to the  Company's  acquisition  of OPEC  CORP.  in July  1998.  The amount
available  under this line of credit is $480,000,  which has been fully drawn by
the  Company  as of June 30,  2000.  This  line of  credit  was  extended  until
September  15, 2000.  OPEC has also  entered  into an  agreement  with a bank to
factor  approximately  $360,000 of invoices per month, subject to the continuing
approval of the two prior lien holders.  It is anticipated  that this will begin
in August 2000 and will provide additional cash flow for this subsidiary.

     The Company is required to repay certain capital lease obligations prior to
their  regularly  scheduled  maturity dates as part of its sale of the Company's
Internet access business to RMI.NET.  The balances  subject to such  accelerated
repayment  amounted to  approximately  $392,000 at June 30, 2000. The Company is
actively seeking additional financial resources to repay these amounts.

     The Company's  business plan continues to include pursuing  additional debt
and equity  financing  with financial  institutions  or strategic  partners.  In
October 1999, the Company obtained a bridge loan in the amount of $250,000. Such
loan bears  interest at a rate of 15% per annum and the  principal  and interest
due  thereunder  was payable  February 8, 2000. The Company has extended the due
date of this loan to August 8, 2000 and is currently  negotiating  an additional
extension.  The Company  also  obtained a bridge  loan in  December  1999 in the
amount of $50,000.  Such loan bears  interest at a rate of 12% per annum and the
principal  and  interest  were due and  payable  on June 28,  2000.  The note is
convertible  into shares of the Company's Common Stock at $1.00 per share at the
option of the holder.  As of August 15, 2000, this note has not been paid and no
formal  notice of default has been made by the lender.  The Company  anticipates
obtaining  further loans or private  placement equity financing in the aggregate
amount of  $1,000,000  to  $2,000,000  during the fourth  quarter of fiscal year
2000.  There is no assurance that the Company will receive all or any additional
portion of the  funding  it is  seeking in a timely  manner or on terms that are
favorable to the Company.

     The Company has sold the registered  shares of RMI.NET,  Inc.  common stock
received in consideration of substantially  all of the Company's assets relating
to its Internet  access  business.  As of January 31, 2000, the Company had sold
all of the  176,000  shares  of  RMI.NET  common  stock  that  were  immediately
transferable,  which provided the Company with approximately  $1,500,000,  which
has been used for working capital.  An additional 28,000 shares of RMI.NET stock
were sold by the Company  after May 19,  2000 for $92,000 to provide  additional
working capital.

     The Company was unable to complete any financing during the second or third
quarters and now  believes  that  obtaining  additional  capital  equity or debt
financing  on terms  favorable  to the  Company,  if at all,  will be much  more
difficult as current stock market and business conditions persist.

     Although  the  Company  has  obtained  additional  funds  from  the sale of
substantially  all of the assets of its  internet  access  business  and certain
bridge and working capital loans, the Company is still dependent upon additional
capital  resources  to  enable  it to carry  out its  business  plan and  obtain
profitability.  This lack of profitable  operations  and the need for additional
capital have  resulted in the report of the  independent  auditors for the years
ended September 30, 1999 and 1998,  containing an  uncertainties  paragraph with
respect to the ability of FutureOne to continue as a going concern.

REVENUE RECOGNITION ESTIMATES

     The  Company  recognizes  revenues  for  projects  in  process  within  the
broadband  communications   engineering  and  construction  division  using  the
percentage  of completion  accounting  method.  Under this method,  revenues are
recognized  based on the ratio  that  costs  incurred  to date bear to the total
estimated  costs to complete the  project.  Estimated  losses on  contracts  are
recognized in full when the Company determines that a loss will be incurred. The

                                       16
<PAGE>
Company  frequently reviews and revises revenue and total cost estimates as work
progresses  on a contract and as contracts are  modified.  Accordingly,  revenue
adjustments  based upon the revised  completion  percentage are reflected in the
period that  estimates are revised.  Although  revenue  estimates are based upon
management assumptions supported by historical experience, these estimates could
vary  materially  from actual  results.  To the extent  percentage of completion
adjustments reduce previously  reported revenues,  the Company would recognize a
charge against operating results,  which could have a material adverse effect on
the Company's results of operations for the applicable period.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     All legal  proceedings and actions involving the Company are of an ordinary
and routine  nature  incidental  to the  operations  of the Company.  Management
believes that such  proceedings  should not,  individually  or in the aggregate,
have a material adverse effect on the Company's business or financial  condition
or results of operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     On May 12, 2000, the Company entered into a NeighborComm  Service Agreement
(the "Service  Agreement") along with a First Amendment to the Service Agreement
with  Morley   Family   Investments,   LLLP,   ROCOLO  VI,  LLC,  and  Ridgeview
Development/Ray   O'Sullivan,  LLC  (collectively  the  "Ridgeview  Group").  In
conjunction  therewith,  the Company and the Ridgeview Group also signed Letters
of  Understanding  as between  themselves  dated  April 28, 2000 and May 1, 2000
respectively. The Service Agreement, First Amendment thereto and the two Letters
of Understanding are collectively referred to as the "NeighborComm Agreements".

     Pursuant to the NeighborComm Agreements,  the Company contracted to provide
bundled voice, video and data communications, a community Intranet and a virtual
community   portal   (together   branded   as  the   "NeighborComm   System"  or
"NeighborComm")  on an exclusive  basis to a certain real estate  development in
Colorado  Springs,  Colorado known as Ridgeview at Stetson Hills  ("Ridgeview").
Ridgeview  currently  consists  of  approximately  850  acres  for  the  planned
development  of  residential  single  family  homes,  115 acres  for  commercial
development and 50 acres of planned multi-family housing.

     The NeighborComm intranet and community portal is to be designed around the
Ridgeview development to provide a single point for residents,  local businesses
and government  agencies to communicate in a local environment over the Internet
and  intranet.  The  services  are intended to be phased in pursuant to targeted
dates for staged implementation.

     For its part,  the  Ridgeview  Group is  responsible  to install  the cable
and/or  conduit from the backbone to the real estate  structures  according to a
contract schedule set forth in the NeighborComm Agreements. Services to complete
the infrastructure installation required by the Ridgeview Group will be provided
by OPEC CORP ("OPEC"), the Company's wholly owned subsidiary at prices 10% below
those normally  charged to developers for similar work. The Company is to design
and  engineer  the network  and  required  infrastructure  as well as supply the
required  switching  hardware,  connection boxes and set top boxes to be sold or
leased to the  residents  and  businesses  in  Ridgeview.  The Company must also
supply  the  software  and  necessary   technical/maintenance  support  for  the
NeighborComm System.

     Further,  the Company has agreed to purchase  all the required and optional
infrastructure  installed and paid for by the Ridgeview Group.  Payment is to be
made to the Ridgeview Group in scheduled tranches as the infrastructure is built
out through the issuance by the Company of its common  stock,  plus  warrants to
purchase the Company's  common stock equal to 15% of the number of shares issued
in each tranch.  The warrants are to vest  immediately upon issuance and will be
exercisable  for seven years at a price equal to a defined stock valuation price
(see  below).  Any  issuance  of the  Company's  common  stock  will  be made in
aggregate   amounts  equal  to  the  Ridgeview   Group's   actual  cost  of  the
infrastructure installed and paid for on the Ridgeview property.

     The value of the common  stock  will be  determined  by the  average of the
closing prices of common stock as reported in the consolidated  reporting system
(for exchange  traded  securities  and last sale  reported for  over-the-counter
securities) for the 21 trading days  immediately  preceding the established date
for  issuance  of an  infrastructure  repayment  tranch  (the  "Stock  Valuation
Price").

     The NeighborComm Agreements further provide that upon the Company's receipt
and   acceptance  of  an   appropriate   subscription   agreement  and  investor
questionnaire   from  the  Ridgeview  Group,  and  pursuant  to  a  schedule  of
infrastructure purchases in the Service Agreement, the Company will issue shares
of its common stock to the Ridgeview Group in an initial  aggregate amount equal
to $400,000.  This amount  represents  the  anticipated  cost of  infrastructure

                                       17
<PAGE>
installed  and to be installed  and paid for by the  Ridgeview  Group during the
first year of the NeighborComm Agreements.

     However, in the event that the infrastructure installed and paid for by the
Ridgeview  Group is less than $400,000  during the first year of this Agreement,
the Ridgeview  Group will,  at the end of the one year period,  escrow an amount
equal  to  the  difference  between  $400,000  and  the  actual  amount  of  the
infrastructure  installed and paid for by the  Ridgeview  Group during the first
year of the Agreement  (including the cost of any  infrastructure  installed and
paid  for by the  Ridgeview  Group  prior  to  entering  into  the  NeighborComm
Agreements).  Any amounts  escrowed shall be used exclusively for payment of the
infrastructure  to be installed  pursuant to the schedule  noted in Exhibit B to
the Service Agreement.

     All the stock issued under the initial $400,000 issue,  except those shares
that equal the value of the infrastructure already installed as of May 12, 2000,
will be held by the Company, with full power to cancel a pro-rata amount of such
shares  if the  Ridgeview  Group  fails  to  pay  for  the  required  amount  of
infrastructure  or to escrow  sufficient  funds to complete the  installation of
$400,000  of  infrastructure.  The shares  shall be  delivered  pro-rata  to the
Ridgeview Group only upon the actual transfer of  infrastructure or escrow funds
to the Company having a total value of up to $400,000.

     The Company will also issue to the Ridgeview Group additional shares of its
common stock in consideration for any  infrastructure  installed and paid for by
the Ridgeview Group in excess of the $400,000 first year commitment.

     Additionally,  the NeighborComm Agreements provide the Ridgeview Group with
certain  additional  incentive  compensation  relating to the  installation of a
NeighborComm  System and the promotion of NeighborComm to builders and residents
in the Ridgeview development.  Upon signing the NeighborComm  Agreements and the
receipt of an appropriate subscription agreement and investor questionnaire, the
Company  will issue an  additional  100,000  shares of its  common  stock to the
Ridgeview Group. Any shares issued are subject to piggyback registration rights,
subject to underwriter discretion.

     The  Company  will  hold the  stock  issued  above so that in the event the
NeighborComm  Agreements are terminated by the Ridgeview Group (see below),  the
shares will be returned to the  Company.  If the shares are not  returned to the
Company, the shares may be cancelled on the records of the corporation.

     The  NeighborComm   Agreements   further  provide  that  upon  the  Company
completing  purchases of infrastructure  during the initial twelve month period,
the Company will pay the Ridgeview Group an additional bonus in warrants (beyond
the warrants  discussed earlier) to purchase Company stock. Each warrant will be
a cashless  exercise warrant with a term of seven years.  The shares  underlying
the  warrant  will  also  contain  piggyback  registration  rights,  subject  to
underwriter discretion, based upon the following:

(a)  A warrant to purchase shares equal to 15% of the number of shares issued to
     purchase  infrastructure during the first twelve months of the NeighborComm
     Agreements; and

(b)  A warrant to purchase  additional  shares of the  Company's  common  stock,
     based on any increased value of the stock, used to make any  infrastructure
     purchase  during the first twelve  months of the  Agreements,  using a base
     price for the shares equal to $1.65/share.

     Finally,   the   NeighborComm   Agreements  are  also  subject  to  special
termination  rights.  The  Ridgeview  Group may,  at its option,  terminate  the
Agreements  if the Company has not raised  $3,000,000  in equity,  debt or other
financing  within 90 calendar days after the effective date of the Agreements or
another words,  August 10, 2000. During this time period, the Ridgeview Group is
not  required to make any  expenditures  for  infrastructure  costs as otherwise
required in the NeighborComm Agreements.

     Additionally,  the  Ridgeview  Group  may,  at its  option,  terminate  the
Agreements if the Company has not registered up to 100,000 shares of stock to be
held by the Ridgeview Group in an S-1 registration  statement to be filed by the
Company within 120 calendar days after the effective date of the Agreements,  or
another words,  September 9, 2000. During this time period,  the Ridgeview Group
is likewise not required to make any  expenditures for  infrastructure  costs as
otherwise required in the NeighborComm Agreements.

     Should the Ridgeview  Group elect to terminate the Agreements  under either
provision  above,  (i) the Company will cancel a pro-rata  amount of the initial
shares  issued  to  the  Ridgeview  Group  in  excess  of  the  actual  cost  of
infrastructure  installed and paid for by the  Ridgeview  Group prior to May 12,
2000; and (ii) except for the  indemnification  and hold harmless provisions and
the non-disclosure/confidentiality  provisions set forth in the Agreements, each
of the parties will be relieved of any further  liability or  obligation  to the
other under the Agreements.

                                       18
<PAGE>
     The  Company  does  not  anticipate  that it will  be  able  to  raise  the
$3,000,000  in capital or to register the shares as required by the Agreement in
the next 90 to 120 days,  but to date,  the  Company  has  received no notice of
termination from the Ridgeview Group.

     On June 1, 20000 the Company  entered into an  agreement  to terminate  the
existing Stock  Purchase  Agreement and Voting Trust  Agreement with  Blackwater
Capital and entered into a new Consulting  Services  Agreement.  The termination
agreement provided that Blackwater Capital vest immediately in the approximately
1,050,000  warrants it already held to purchase  shares of the Company's  Common
Stock with an Exercise Price of $1.00 per share. The agreement  further provided
that the Company issue to Blackwater  330,000  shares of its  restricted  common
stock as compensation for all past and present services,  as well as services to
be performed by Blackwater under the new Consulting Services Agreement.

     During the  threee-month  period ending June 30, 2000,  the Company  issued
337,500  common  shares to  consultants  of the Company for  services  provided.
Issued  shares were  determined to have a value of $67,500.  During  three-month
period ending June 30, 2000, the Company  cancelled  24,000 shares of non-vested
Common Stock issue to employees in previous  quarters.  The stock  cancellations
were the result of employee terminations or resignations.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION 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
    NUMBER     DESCRIPTION OF EXHIBIT
    ------     ----------------------
     10.36     Employment  Separation  Agreement  by and between the Company and
               Alan P. Hald effective as of June 1, 2000*

     10.37     14%  Convertible  Promissory Note payable to the order of Alan P.
               Hald in the principal amount of $70,000 dated June 1, 2000

     10.38     Stock Purchase  Agreement by and among the Company,  OPEC CORP, a
               Colorado  corporation,  Abcon,  Inc., an Arizona  corporation and
               Brian Smith effective as of June 30, 2000

     10.39     Promissory  Note and Security  Agreement  payable to the order of
               OPEC  CORP,  a  Colorado  corporation  and  the  Company  in  the
               principal amount of $263,329.14 dated June 30, 2000

     10.40     Termination Agreement (with Consultant Services Agreement) by and
               among  the  Company,   Blackwater  Capital  Partners,   L.P.  and
               Blackwater Capital Group, L.L.C. effective as of June 1, 2000

     10.41     NeighborComm  Service Agreement,  First Amendment to NeighborComm
               Service  Agreement and Letters of  Understanding by and among the
               Company,  Morley  Family  Investments,  LLLP, a Colorado  limited
               liability  partnership,   ROCOLO  VI,  LLC,  a  Colorado  limited
               liability  company,  Ridgeview  Devp.,  LLC, a  Colorado  limited
               liability company and/or Ray O'Sullivan, an individual, effective
               as of May 12, 2000

     10.42     Settlement  and Mutual  Release  Agreement  between the  Company,
               Networld.Com  Inc.  an  Arizona  corporation  and  Kenneth P. Eck
               effective as of May 30, 2000

                                       19
<PAGE>
     10.43     8% Secured Promissory Note payable to the order of Kenneth P. Eck
               in the principal amount of $64,800 dated May 30, 2000

     10.44     Agreement Not to Sell effective as of  March 22, 2000 and  Letter
               Agreement  effective as  of  March 28, 2000  by  and  between the
               Company  and  12  Squared  Partners, LLC, an  Arizona  Limited
               Liability Company

     10.45     Form of  Replacement  Warrant  to  Purchase  1,100,000  shares of
               Common Stock in the name of Blackwater Capital Group, L.L.C.

     10.46     Second Amendment to  the Executive Employment  Agreement  between
               the Company and Earl J. Cook, dated as of February 18, 2000

     10.47     Employment Agreement between the  Company  and John Stephen Kelly
               dated as of April 24, 2000

     10.48     Employment  Agreement  between  the  Company  and Ralph R. Zanck,
               dated as of December 6, 1999

     10.49     First Amendment to the Employment  Agreement  between the Company
               and Ralph R. Zanck, dated as of March 27, 2000

     27        Financial Data Schedule

----------
*    Incorporated  by  reference  from the  Company's  Form 8-K  filed  with the
     Commission on June 21, 2000.

(b) Reports on Form 8-K

     The Company filed the following report on Form 8-K during the quarter ended
     June 30, 2000:

     (1)  Current  Report on Form 8-K dated June 30, 2000 filed to report,  Alan
          P. Hald,  Chairman of the Board of  Directors of the  FutureOne,  Inc.
          (the  "Company"),  resigned as an employee  and member of the Board of
          Directors of the Company.

                                       20
<PAGE>
                                   SIGNATURES

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

                                       FUTUREONE, INC.

Date: August 11, 2000                  By: /s/ Earl J. Cook
                                           ------------------------------------
                                           Earl J. Cook Chief Executive Officer

Date: August 11, 2000                  By: /s/ Ralph R. Zanck
                                           ------------------------------------
                                           Ralph R. Zanck Vice President Finance

                                       21
<PAGE>
                                  Exhibit Index

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

     10.36     Employment  Separation  Agreement  by and between the Company and
               Alan P. Hald effective as of June 1, 2000*

     10.37     14%  Convertible  Promissory Note payable to the order of Alan P.
               Hald in the principal amount of $70,000 dated June 1, 2000

     10.38     Stock Purchase  Agreement by and among the Company,  OPEC CORP, a
               Colorado  corporation,  Abcon,  Inc., an Arizona  corporation and
               Brian Smith effective as of June 30, 2000

     10.39     Promissory  Note and Security  Agreement  payable to the order of
               OPEC  CORP,  a  Colorado  corporation  and  the  Company  in  the
               principal amount of $263,329.14 dated June 30, 2000

     10.40     Termination Agreement (with Consultant Services Agreement) by and
               among  the  Company,   Blackwater  Capital  Partners,   L.P.  and
               Blackwater Capital Group, L.L.C. effective as of June 1, 2000

     10.41     NeighborComm  Service Agreement,  First Amendment to NeighborComm
               Service  Agreement and Letters of  Understanding by and among the
               Company,  Morley  Family  Investments,  LLLP, a Colorado  limited
               liability  partnership,   ROCOLO  VI,  LLC,  a  Colorado  limited
               liability  company,  Ridgeview  Devp.,  LLC, a  Colorado  limited
               liability company and/or Ray O'Sullivan, an individual, effective
               as of May 12, 2000

     10.42     Settlement  and Mutual  Release  Agreement  between the  Company,
               Networld.Com  Inc.  an  Arizona  corporation  and  Kenneth P. Eck
               effective as of May 30, 2000

     10.43     8% Secured Promissory Note payable to the order of Kenneth P. Eck
               in the principal amount of $64,800 dated May 30, 2000

     10.44     Agreement Not to Sell effective as of  March 22, 2000 and  Letter
               Agreement  effective as  of  March 28, 2000  by  and  between the
               Company  and  12  Squared  Partners, LLC, an  Arizona  Limited
               Liability Company

     10.45     Form of  Replacement  Warrant  to  Purchase  1,100,000  shares of
               Common Stock in the name of Blackwater Capital Group, L.L.C.

     10.46     Second Amendment to  the Executive Employment  Agreement  between
               the Company and Earl J. Cook, dated as of February 18, 2000

     10.47     Employment Agreement between the  Company  and John Stephen Kelly
               dated as of April 24, 2000

     10.48     Employment  Agreement  between  the  Company  and Ralph R. Zanck,
               dated as of December 6, 1999

     10.49     First Amendment to the employment  Agreement  between the Company
               and Ralph R. Zanck, dated as of March 27, 2000

     27        Financial Data Schedule

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*    Incorporated  by  reference  from the  Company's  Form 8-K  filed  with the
     Commission on June 21, 2000.

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