UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

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


For Quarter Ended: September 30, 1998            Commission File Number: 0-24687
                   ------------------                                    -------


                          SkyLynx Communications, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            COLORADO                                       84-1360029
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


                   103 Sarasota Quay, Sarasota, Florida 34236
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 (941) 366-4747
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


              (Former name, former address and former fiscal year,
                         if changed since last report.)


Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.    Yes __X__ No _____


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common stock, $.001 par value                     9,531,186
------------------------------                    ---------
           Class               Number of shares outstanding at November 12, 1998


--------------------------------------------------------------------------------
                     This document is comprised of 15 pages.

                                       1

<PAGE>


FORM 10-QSB
3RD QUARTER

                                      INDEX

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements *

     Condensed, consolidated balance sheet as of
         September 30, 1998 (Unaudited).............................         3

     Condensed, consolidated statements of operations - 
         Three and nine months ended September 30, 1998
         and 1997, and September 23, 1996, (inception)
         through September 30, 1998 (Unaudited).....................         4

     Condensed, consolidated statements of cash flows -
           Nine months ended September 30, 1998 and 1997,
           and  September  23,  1996  (inception)
           through September 30, 1998 (Unaudited)...................         6
     Notes to condensed, consolidated financial statements
           (Unaudited)..............................................         7

     Item 2.  Plan of operation.....................................        11


PART II - OTHER INFORMATION.........................................        13

     Item 1.  Legal Proceedings
     Item 2.  Changes In Securities
     Item 3.  Defaults Upon Senior Securities
     Item 4.  Submission of Matters To A Vote of Security Holders
     Item 5.  Other Information
     Item 6.  Exhibits and Reports on Form 8-K

     Signatures.....................................................        15


     *  The accompanying  financial statements are not covered by an Independent
        Certified Public Accountant's report.

                                        2

<PAGE>


Part I.  Item 1.  Financial information

                          SKYLYNX COMMUNICATIONS, INC.
                          (A Development Stage Company)

                      Condensed, Consolidated Balance Sheet
                                   (Unaudited)
                               September 30, 1998

                                     ASSETS

Cash............................................................... $   892,516
Inventory..........................................................     318,952
Due from employees.................................................      18,492
Deposits and prepaid expenses......................................      28,644
Construction in progress...........................................     856,394
Property and equipment, less accumulated depreciation of $37,470...     677,783
Organization costs, less accumulated amortization of $625..........       1,875
                                                                    -----------
                                                       TOTAL ASSETS $ 2,794,656
                                                                    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
   Accounts payable................................................ $    90,155
   Accrued payroll taxes...........................................      43,188
                                                                    -----------
                                                  TOTAL LIABILITIES     133,343
                                                                    ===========

SHAREHOLDERS' EQUITY (Note E)
   Preferred stock, $.01 par value, 50,000,000 shares authorized,
      886,650 shares issued and outstanding........................       8,867
   Common stock, $.001 par value, 150,000,000 shares authorized,
      9,531,186 shares issued and outstanding......................       9,531
   Additional paid-in capital......................................   5,116,026
   Deficit accumulated during development stage....................  (2,473,111)
                                                                    -----------
                                         TOTAL SHAREHOLDERS' EQUITY   2,661,313
                                                                    -----------
                                                                    $ 2,794,656
                                                                    ===========

     See accompanying notes to condensed, consolidated financial statements

                                       3

<PAGE>


                          SKYLYNX COMMUNICATIONS, INC.
                          (A Development Stage Company)

                Condensed, Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                       September
                                                                                                        23, 1996
                                                 Three months ended           Nine months ended       (Inception)
                                                     September 30,               September 30,          through
                                               -----------------------      ----------------------    September 30,
                                                  1998          1997          1998          1997          1998
                                               ---------      --------      ---------     --------     ---------
<S>                                            <C>            <C>           <C>           <C>          <C>      
REVENUES...............................      $     1,124      $      -    $     1,124     $      -   $     1,124

COSTS AND EXPENSES
 Consulting, related parties
   (Note B)............................          716,897         8,938        716,897        8,938       725,835
 Consulting, other.....................           32,000             -        120,569            -       120,569
 General and administrative............          447,436             -      1,097,750            -     1,097,750
 Depreciation and
   amortization........................           12,615             -         54,512            -        54,512
 Selling...............................           46,217             -         58,519            -        58,519
 Write-off advances to
   merger candidate....................                -             -         36,500            -        36,500
 Write-off license rights..............                -             -         83,333            -        83,333
 Other.................................           30,485             -         42,423            -        42,423
                                             -----------      --------    -----------      -------   -----------
                         Operating Loss       (1,284,526)       (8,938)    (2,209,379)      (8,938)   (2,218,317)
                                             -----------      --------    -----------      -------   -----------

OTHER INCOME (EXPENSE)
 Interest income.......................            6,812             -         18,964            -        18,964
 Interest expense......................                -             -         (3,942)           -        (3,942)
                                             -----------      --------    -----------      -------   -----------
                            LOSS BEFORE
                           INCOME TAXES       (1,277,714)            -     (2,194,357)           -    (2,203,295)
                                             -----------      --------    -----------      -------   -----------

INCOME TAX BENEFIT
 (EXPENSE) (Note F)
 Current...............................          412,702         2,253        708,777        2,253       711,030
 Deferred..............................         (412,702)       (2,253)      (708,777)      (2,253)     (711,030)
                                             -----------      --------    -----------      -------   -----------
                               NET LOSS      $(1,277,714)     $ (8,938)   $(2,194,357)     $(8,938)  $(2,203,295)
                                             ===========      ========    ===========      =======   ===========
</TABLE>

     See accompanying notes to condensed, consolidated financial statements

                                       4

<PAGE>


                          SKYLYNX COMMUNICATIONS, INC.
                          (A Development Stage Company)

           Condensed, Consolidated Statements of Operations, Continued
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                       September
                                                                                                        23, 1996
                                                 Three months ended           Nine months ended       (Inception)
                                                     September 30,               September 30,          through
                                               -----------------------      ----------------------    September 30,
                                                  1998          1997          1998          1997          1998
                                               ---------      --------      ---------     --------     ---------
<S>                                            <C>           <C>            <C>          <C>           <C>      
                 Basic weighted
                  common shares
                    outstanding                9,200,265     6,875,000      8,925,790    6,875,000     7,947,829
                                             -----------     ---------    -----------    ---------   -----------

               Basic (loss) per
                   common share                $   (0.14)    $       *      $   (0.24)   $       *     $   (0.28)
                                             -----------     ---------    -----------    ---------   -----------

                       NET LOSS
                     APPLICABLE
                      TO COMMON
                   SHAREHOLDERS              $(1,277,714)    $   8,938    $(2,202,564)   $   8,938   $(2,211,502)
                                             -----------     ---------    -----------    ---------   -----------

             Diluted (loss) per
                   common share              $     (0.14)    $       *    $     (0.25)   $       *   $     (0.28)
                                             -----------     ---------    -----------    ---------   -----------
</TABLE>


 * Less than $0.01 per share


     See accompanying notes to condensed, consolidated financial statements

                                       5

<PAGE>


                          SKYLYNX COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                Condensed, Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          Nine Months Ended       September 23, 1996
                                                     --------------------------       (inception)
                                                             September 30,              Through
                                                     --------------------------      September 30,
                                                         1998            1997            1998
                                                     -----------       --------       -----------
<S>                                                  <C>               <C>            <C>         
                         NET CASH (USED IN)
                       OPERATING ACTIVITIES          $(1,973,745)      $      -       $(1,965,696)
                                                     -----------       --------       -----------

INVESTING ACTIVITIES
  Acquisition of property and equipment....           (1,042,248)             -        (1,042,248)
                                                     -----------       --------       -----------
                         NET CASH (USED IN)
                        INVESTING ACTIVITES           (1,042,248)             -        (1,042,248)
                                                     -----------       --------       -----------
FINANCING ACTIVITIES
  Recapitalization.........................                    -              -           620,061
  Proceeds from the issuance of stock......            3,440,877              -         3,440,877
  Offering costs...........................              (60,478)             -           (60,478)
  Principal debt payments..................             (100,000)             -          (100,000)
                                                     -----------       --------       -----------
                       NET CASH PROVIDED BY
                       FINANCING ACTIVITIES            3,280,399              -         3,900,460
                                                     -----------       --------       -----------
NET INCREASE (DECREASE) IN CASH............              264,406              -           892,516
Cash, beginning of period..................              628,110              -                 -
                                                     -----------       --------       -----------

CASH, END OF PERIOD........................          $   892,516       $      -       $   892,516
                                                     ===========       ========       ===========

SUPPLEMENTARY DISCLOSURE OF
CASH FLOW INFORMATION:
  Cash paid for interest...................          $     3,709       $      -       $     3,709
                                                     ===========       ========       ===========
  Cash paid for income taxes...............          $         -       $      -       $         -
                                                     ===========       ========       ===========

NONCASH INVESTING AND FINANCING ACTIVITIES
  Debt assumed for the acquisition of
    equipment..............................          $         -       $      -       $   482,299
                                                     ===========       ========       ===========
  Common stock issued in exchange for
    property...............................          $    47,100       $      -       $    47,100
                                                     ===========       ========       ===========
  Common stock issued in exchange for
    license rights.........................          $         -       $      -       $    85,202
                                                     ===========       ========       ===========
</TABLE>

     See accompanying notes to condensed, consolidated financial statements

                                       6

<PAGE>


                          SKYLYNX COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                               September 30, 1998

Note A:  Basis of presentation

The  Company  is  in  the  development  stage  and  its  consolidated  financial
statements  have  been  prepared  in  accordance  with  Statement  of  Financial
Accounting  Standards No. 7. The consolidated  financial  statements include the
accounts  of  SkyLynx  Communications,  Inc.  and its wholly  owned  subsidiary,
SkyLynx  Express  Holdings,   Inc.  All  material   intercompany   accounts  and
transactions have been eliminated.

The financial  statements  presented herein have been prepared by the Company in
accordance  with  the  accounting  policies  in  its  annual  audited  financial
statements dated December 31, 1997 reported in its Form 10-SB and should be read
in conjunction with the notes thereto.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.

Note B: Related party transactions

During the three and nine months ended  September 30, 1998,  the Company paid an
affiliate $222,194 and $757,245,  respectively, for the construction of wireless
data transmission plants in California and Florida.  The $757,245 is included in
the accompanying  consolidated financial statements as construction in progress.
At September 30, 1998, the Fresno  transmission  plant was  operational  and the
Tampa  transmission plant was under construction with initial operations planned
for December 1998.

During the three months ended  September 30, 1998, the Company paid an affiliate
$157,817 for routers and radio inventory.

During the three months ended  September 30, 1998,  the Company  issued  661,897
shares of its $.001 par value common stock in exchange for  consulting  services
valued at $716,897.

As of September  30,  1998,  employees  were  indebted to the Company a total of
$18,492  for  payroll  taxes  not  withheld.  The  $18,492  is  included  in the
accompanying financial statements as due from employees.

                                       7

<PAGE>


                          SKYLYNX COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                               September 30, 1998

Note C: Construction in progress, property and equipment

Construction in progress

During the three months ended  September 30, 1998,  the  Company's  transmission
plant in Fresno,  California became operational.  The Fresno plant supports five
wireless asymmetrical areas of coverage providing service to a 40-mile area. The
Tampa,  Florida plant is expected to become operational by December 1, 1998. The
Tampa plant will support a two-way  wireless  symmetrical  network in the Tampa,
St. Petersburg, and Clearwater area.

Property and equipment
                                                               June 30, 1998

Communications equipment..........................              $   482,299
Office equipment..................................                  144,601
Leasehold improvements............................                   88,353
                                                                    715,253
Less: accumulated depreciation....................                  (37,470)
                                                                $   677,783
                                                                ===========

Note D: Note payable

Effective December 16, 1997, the Company assumed an affiliate's  promissory note
payable  totaling  $100,000,  and  accrued  interest  of $3,126.  The note bears
interest at 7.50 percent,  is unsecured and is convertible  into 2,564 shares of
the Company's $.001 par value common stock at the option of the holder. The note
and related  accrued  interest  was paid in full  during the nine  months  ended
September 30, 1998.

                                       8

<PAGE>


                          SKYLYNX COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                               September 30, 1998

Note E: Shareholders' equity

Unit offering

Beginning  in May  1998,  the  Company,  through a  private  placement,  offered
3,750,000 units to qualified  investors,  for $4 per unit, through it's officers
and directors on a "best  efforts"  basis.  Each unit  consisted of one share of
Series A  convertible  preferred  stock,  one  Class A  warrant  and one Class B
warrant.  The  Company's  Series  A  convertible,  preferred  stock,  authorized
50,000,000  shares,  has a par value of $.01 per share and a dividend rate of 10
percent.  Each share of  preferred  stock is  convertible  into one share of the
Company's  $,001 per share  common stock at the option of the  shareholder.  The
option may be exercised  after one year from the date of issue,  upon  effective
registration of the underlying common shares, or automatically  upon the earlier
of (1) the third  anniversary  of the date of issue,  (2) the  Company's  common
stock  trades  above  $6  per  share  for  10  consecutive  trading  days.  Upon
liquidation,  holders of preferred shall be entitled to receive,  pro rata, cash
or assets equal to $4.00 per share of preferred stock prior to any  distribution
to common shareholders. Each Class A warrant entitles the holder to purchase one
share of common  stock at $7.50 per  share  beginning  one year from the date of
issuance or beginning on the effective  date of  registration  of the underlying
common shares,  whichever comes first.  Each Class B warrant entitles the holder
to purchase one share of common stock at $10 per share  beginning  one year from
the date of issuance or beginning  the  effective  date of  registration  of the
underlying  common shares,  whichever comes first.  Both the Class A and Class B
warrants  expire three years from the date of issuance.  The Company may,  under
certain  circumstances,  redeem  all of the  outstanding  Class  A and  Class  B
warrants upon thirty days written notice at $.01 per warrant.

As  September  30,  1998,  886,650  units  had been sold for  $3,281,237,  after
deducting offering costs of $265,363.

One for 13 reverse stock split

On January 23,  1998,  the  shareholders  of the  Company  approved a one for 13
reverse  stock  split.   The   accompanying   financial   statements  have  been
retroactively restated to give effect to the stock split.

Note F:  Income taxes

The Company  records its income taxes in accordance  with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the three months and nine months ended September 30,
1998  resulting  in a deferred  tax asset,  which was fully  allowed  for by the
valuation  allowance;  therefore,  the net benefit  and  expense  result in $-0-
income taxes.

                                       9

<PAGE>


                          SKYLYNX COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                               September 30, 1998

Note G: Commitments and contingencies

Commitments

The  Company is a party to various  operating  leases for office  space,  office
equipment, rooftop space for its transmitters, and airspace.

Future minimum  payments  required under the leases,  as of September 30, are as
follows:

2000..............................................................   $ 151,321
2001..............................................................   $ 134,974
2002..............................................................   $ 113,246
2003..............................................................   $  55,047


Contingently issuable shares

On May 11, 1998, the Company  completed an asset  purchase.  The assets included
property and equipment, including leases covering two MDS channels granted under
licenses  issued by the  Federal  Communications  Commission  within the Fresno,
California  geographical  area. The purchase price included 25,000 shares of the
Company's common stock issuable upon the Fresno operations  achieving  operating
profit of $850,000 in one year.

Legal proceeding

On  October 2,  1998,  the  Company  filed a civil  action in the United  States
District Court for the Central  District of Florida  against NST and Mr. Eduardo
Moura  ("Moura"),  individually,  in which the Company has alleged  claims based
upon breach of contract,  fraud in the inducement,  breach of fiduciary duty and
tortious   interference  with  business   relations  and  prospective   business
advantage.  It is to be anticipated that, in their responsive pleading,  NST and
Moura will likely  assert  counter  claims  against the Company for sums due and
owing under the Project  Agreements  between  the Company and NST  covering  the
Fresno and Tampa Networks, breach of the License Agreement and infringement upon
NST's technology.  No impact from this legal proceeding has been included in the
accompanying consolidated financial statements.

Note H: Subsequent events

Following  September 30, 1998, the Company sold an additional  148,290 units for
gross proceeds of $593,160.

                                       10

<PAGE>


Part I. Item 2. Plan of operation

                          SKYLYNX COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                               September 30, 1998

PLAN OF OPERATION

The Company is in the development stage in accordance with Financial  Accounting
Board  Standard No. 7. The Company's plan for the next twelve months is to focus
on efforts to expand its existing  networks,  and purchase and/or lease wireless
frequencies for use in connection with the development and deployment of two-way
wireless  data  networks and  undertake  strategic  acquisitions. The Company is
currently servicing  commercial  customers in its Fresno network, and intends to
service its  commercial  customers on the Tampa  network in December  1998.  The
Company also plans to development networks in Seattle, Washington; San Diego and
Bakersfield, California; Sarasota, Jacksonville, and Ft. Lauderdale, Florida.

The Company plans on incurring expenditures of approximately  $3,200,000 for the
purchase of property and equipment  during the next twelve months.  At September
30, 1998 the Company had 19 employees and  anticipates  increasing the number of
employees in the next twelve months to 50.

RESULTS OF OPERATIONS

During the nine months ended September 30, 1998, the Company incurred net losses
of $2,194,357  through expenses,  principally  salaries and professional  costs,
related to completing the acquisition of SkyLynx Express Holdings,  Inc. and its
efforts  to  purchase  wireless  frequencies  for  use in  connection  with  the
development and deployment of two-way wireless data networks and the development
of networks in Tampa, Florida and Fresno,  California.  During the corresponding
period of the prior year, the Company incurred net losses of $8,938. The Company
had limited operating activities and few transactions prior to 1998.

LIQUIDITY AND CAPITAL RESOURCES

Since its  inception,  the Company has relied  principally  upon the proceeds of
private equity  financings to provide working  capital.  During the period ended
December 31, 1997, the Company sold an aggregate of 781,805 shares of its common
stock in private  offerings,  and realized  proceeds,  net of offering costs, of
$963,102.  During the period ended  September 30, 1998, the Company sold 886,650
units in a private placement  offering of its $.01 par value preferred stock for
net proceeds of $3,281,237, after deducting offering costs of $265,363.

Following  the receipt of the funds  raised  through the  offering,  the Company
repaid a note payable  totaling  $100,000 and accrued  expenses of approximately
$350,000.  In  addition,  the Company  purchased  $318,952 of routers and radios
inventory for its customer  locations,  $720,905 of network computer  equipment,
and made payments  totaling  $321,343  towards  construction  in progress of the
Tampa network.

At  September  30,  1998,  the  Company  had net  working  capital of  $759,173,
consisting of cash on hand of $892,516 less current liabilities of $133,343. The
Company  also  raised an  additional  $593,160  through  its  private  placement
offering  following  September  30, 1998,  which along with its cash on hand, is
expected to satisfy the Company's cash requirements through January 31, 1999.

                                       11

<PAGE>


                          SKYLYNX COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                               September 30, 1998

LIQUIDITY AND CAPITAL RESOURCES, CONTINUED

The Company will require  additional  capital for the acquisition of licensed or
leased  wireless  spectrum  as well as the  deployment  of  more  wireless  data
networks. There currently exists no agreements, arrangements, understandings, or
commitments for any additional financing. Accordingly, there can be no assurance
that additional financing can be obtained, or if obtained,  the timing and terms
thereof.

The Company has no line-of-credit nor has it obtained long-term debt financing.

Any  additional  equity  financing  may be  dilutive to the  Company's  existing
shareholders' and debt financing, if available, may involve pledging some or all
of the Company's  assets and may contain  restrictive  covenants with respect to
raising  future  capital and other  financial and  operational  matters.  If the
Company is unable to obtain additional  financing as needed,  the Company may be
required  to reduce  the scope of its  operations,  which  would have a material
adverse affect upon the Company's  business,  financial condition and results of
operations.

YEAR 2000 COMPLIANCE

Year 2000 compliance is the ability of computer hardware and software to respond
to the problems posed by the fact that computer programs traditionally have used
two  digits  rather  than  four  digits  to  define  an  applicable  year.  As a
consequence,  any of the Company's  computer  programs that have  date-sensitive
software  may  recognize  a date using  the"00" as the year 1900 rather than the
year 2000.  This could  result in a system  failure or  miscalculations  causing
interruption  of  operations  including  temporary  inability to send  invoices,
engage in normal business activities,  or to operate equipment such as telephone
systems, facsimile machines, and network operations equipment. The Company plans
to work with its equipment suppliers to confirm that this equipment is Year 2000
compliant.  The Company  believes this review will be completed  during 1999 and
that the cost of this  review will not be  material.  Until this review has been
completed,  the Company has no estimate of the cost to correct any deficiency in
Year 2000 compliance for this equipment.

                                       12

<PAGE>


PART II - OTHER INFORMATION

                          SKYLYNX COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                               September 30, 1998

Item 1 -  Legal proceedings.

     On October 2, 1998,  the Company  filed a civil action in the United States
     District  Court for the  Central  District  of Florida  against NST and Mr.
     Eduardo  Moura  ("Moura"),  individually,  in which the Company has alleged
     claims based upon breach of contract,  fraud in the  inducement,  breach of
     fiduciary  duty and  tortious  interference  with  business  relations  and
     prospective  business  advantage.  It is to be  anticipated  that, in their
     responsive  pleading,  NST and Moura  will  likely  assert  counter  claims
     against the  Company  for sums due and owing  under the Project  Agreements
     between the Company and NST covering the Fresno and Tampa Networks,  breach
     of the License Agreement and infringement upon NST's technology.

     If necessary, the Company intends to fully prosecute its claims against NST
     and Moura and, if necessary,  defend against any counter claims that may be
     asserted.  Nevertheless, there can be no assurance that the Company will be
     successful  in  asserting  its claim or  successful  in  defending  against
     possible counter claims that may be asserted by NST. Even if the Company is
     successful  in  those  efforts,  the  cost  could  be  substantial  and the
     Company's management may be required to devote a substantial amount of time
     to the litigation.  Management of the Company assessed these risks prior to
     commencing  the NST  litigation  and has made  the  business  judgement  to
     nevertheless proceed with the civil action.

     The Company is currently  involved in two legal proceedings  arising out of
     the same operative set of facts. The first case was brought by the Company,
     as Plaintiff, against James Gordon, as Defendant, in the District Court for
     the County of  Boulder,  State of  Colorado,  Case No.  98-CV1745;  and the
     second case was brought by James Gordon, as Plaintiff,  against the Company
     and Gary Brown,  the Company's former  president,  in the Circuit Court for
     the 12th Judicial  District in and for Sarasota County,  Florida,  Case No.
     98-6394CA.  Both cases arise out of the Company's 1997 Private  Offering in
     which  Mr.  Gordon  tendered  a  subscription  but  failed to  deliver  the
     necessary   consideration.   As  a  result,   the  Company   rejected   the
     subscription.  In the case brought by the Company in Colorado,  the Company
     is seeking  declaratory  judgement  that it is not  obligated  to issue the
     disputed  approximately  180,000  shares of Common Stock arising out of the
     failed  subscription.  In the Sarasota  proceeding,  Mr.  Gordon is seeking
     specific performance of that subscription and the issuance of approximately
     180,000  shares of the Common  Stock.  The Company  believes  that there is
     absolutely no basis in fact or law to support Mr.  Gordon's  claim and that
     it is wholly without merit and, if necessary,  the Company will  vigerously
     defend both actions.

                                       13

<PAGE>


                          SKYLYNX COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                               September 30, 1998

Item 1 -  Legal proceedings, continued.

     The Company is also  involved in another  civil action  brought by Paradise
     Cable, Inc, as Plaintiff, against the Company, Gary Brown, Eduardo J. Moura
     and Kenneth L. Marshall in the Circuit Court for the 12th Judicial district
     in and for Sarasota County,  Florida,  Civil Action No. 98-0166.  This case
     arises out of prior  transactions  between Paradise Cable, Inc. and NST for
     the construction of a wireless network in the Tampa, Florida area. The case
     also  includes  claims  involving  the  Company  and two of its  principals
     alleging claims arising out of the Company's acquisition of SkyLynx Express
     Holdings,  Inc. from NST and related  matters.  Paradise  Cable,  Inc. is a
     wholly owned  subsidiary of Cable  Corporation  of America,  Inc.  ("CCA"),
     which is involved  in  bankruptcy  proceedings  in which the  Company,  Mr.
     Marshall and Mr. Brown are  creditors.  The Company views the litigation as
     having  been  brought  in a  retaliatory  manner  in an  attempt  to create
     leverage in the bankruptcy proceeding.  The Company is confidant that there
     is absolutely  no merit to the claims and intends to vigorously  defend the
     actions.  The Company  believes that the  likelihood of a material  adverse
     outcome from this litigation is extremely remote.

Item 2 -  Changes in securities.

     None.

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.

     Exhibits: None.

     Reports on Form 8-K: None.

                                       14

<PAGE>


                                   SIGNATURES


The  financial   information  furnished  herein  has  not  been  audited  by  an
independent accountant;  however, in the opinion of management,  all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the  results  of  operations  for the  three  months  and nine  months  ended
September 30, 1998 have been included.

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


                                               SKYLYNX COMMUNICATIONS, INC.
                                               (Registrant)



                                       BY: /s/ Jeff Mathias
DATE: October 13, 1998                         ---------------------------------
                                               Jeff Mathias, President

                                       15