U.S. 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 the Quarterly Period Ended March 31, 2000

                        Commission File Number 333-12979

                                 VOICENET, INC.
          (Exact name of small business issuer as specified in charter)

                                    Delaware
         (State of either jurisdiction of incorporation or organization)

                                   13-3896031
                        (IRS Employer Identification No.)

                                1040 First Avenue
                               New York, New York
                    (Address of principal executive offices)

                                  212-572-4861
                           (Issuer's telephone number)

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


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

                                      -- --

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: 9,816,022






<PAGE>



                                 VOICENET, INC.
                          (a development stage company)

                                      INDEX

Part I - Financial Statements

         Balance Sheets as of March 31, 2000 and December 31, 1999          3

         Statements of Operations for the Three Months Ended
           March 31, 2000 and 1999                                          4

         Statements of Cash Flows for the Three Months Ended
           March 31, 2000 and 1999                                          5

         Notes to Unaudited Financial Statements                            6

         Management's Discussion and Analysis                               7






























                                       -2-


<PAGE>




                                 VOICENET, INC.
                          (a development stage company)

                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                     March 31,     December 31,
                                                                                       2000            1999
                                                                                   ------------    ------------
                                                                                    (Unaudited)

<S>                                                                                <C>             <C>
Current assets:
   Cash and equivalents ........................................................   $  3,017,406    $  2,916,531
   Note receivable .............................................................        350,000            --
                                                                                   ------------    ------------

               Total current assets ............................................      3,367,406       2,916,531
                                                                                   ------------    ------------

Other assets:
   Technology rights ...........................................................      3,735,400       3,905,000
   Security deposits and other .................................................         12,891          12,891
                                                                                   ------------    ------------

               Total other assets ..............................................      3,748,291       3,917,891
                                                                                   ------------    ------------

               Total assets ....................................................   $  7,115,697    $  6,834,422
                                                                                   ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses .......................................   $    141,754    $    186,753
                                                                                   ------------    ------------

               Total current liabilities .......................................        141,754         186,753
                                                                                   ------------    ------------

Stockholders' equity:
   Common stock, $.01 par value
      50,000,000 shares authorized
      10,256,022 shares issued, 9,816,022 shares outstanding in 2000
      9,831,022 shares issued, 9,391,022 shares outstanding in 1999 ............        102,560          98,310
   Additional paid-in capital ..................................................     10,922,466      10,338,716
   Accumulated deficit .........................................................     (4,048,883)     (3,787,157)
   Treasury stock, 440,000 shares in 1999, at cost .............................         (2,200)         (2,200)
                                                                                   ------------    ------------

               Total stockholders' equity ......................................      6,973,943       6,647,669
                                                                                   ------------    ------------

               Total liabilities and stockholders' equity ......................   $  7,115,697    $  6,834,422
                                                                                   ============    ============
</TABLE>







                                       -3-


<PAGE>




                                 VOICENET, INC.
                          (a development stage company)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                         April 2, 1996
                                                             Three-month period ended     (inception)
                                                                     March 31,              through
                                                            --------------------------     March 31,
                                                                2000           1999          2000
                                                            -----------    -----------    -----------

<S>                                                         <C>            <C>            <C>
Revenue .................................................   $      --      $      --      $    48,900
                                                            -----------    -----------    -----------

Costs and expenses:
   Cost of sales ........................................          --             --           25,958
   Selling and administrative ...........................       116,217         21,210      1,662,349
   Stock-based compensation .............................          --             --        1,756,500
   Amortization .........................................       169,600         90,400        766,600
                                                            -----------    -----------    -----------

                                                                285,817        111,610      4,211,407
                                                            -----------    -----------    -----------

Operating loss ..........................................      (285,817)      (111,610)    (4,162,507)
                                                            -----------    -----------    -----------
Other income:
   Interest .............................................        24,091             80        110,486
   Gain on sale of securities ...........................          --             --            3,138
                                                            -----------    -----------    -----------

                                                                 24,091             80        113,624
                                                            -----------    -----------    -----------

Net loss ................................................   $  (261,726)   $  (111,530)   $(4,048,883)
                                                            ===========    ===========    ===========


Loss per share ..........................................   $     (0.03)   $     (0.02)
                                                            ===========    ===========

Weighted average shares outstanding .....................     9,538,714      6,677,300
                                                            ===========    ===========
</TABLE>











                                       -4-


<PAGE>




                                 VOICENET, INC.
                          (a development stage company)

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                             April 2, 1996
                                                                                 Three-month period ended     (inception)
                                                                                         March 31,              through
                                                                                --------------------------     March 31,
                                                                                    2000           1999           2000
                                                                                -----------    -----------    -----------

<S>                                                                             <C>            <C>            <C>
Net loss ....................................................................   $  (261,726)   $  (111,530)   $(4,048,883)
                                                                                -----------    -----------    -----------

Adjustments to reconcile  net loss to net cash  provided by (used in)
operating activities:

      Amortization ..........................................................       169,600         90,400        766,600
      Stock issued for consulting services ..................................          --             --          600,000
      Stock option compensation costs .......................................          --             --        1,156,500
      Gain on sale of marketable securities .................................          --             --           (3,138)
      Changes in assets and liabilities:
         (Increase) decrease in accounts receivable .........................          --           32,076           --
         (Increase) decrease in other receivables ...........................          --             --           (2,200)
         (Increase) decrease in prepaid expenses ............................          --           37,633           --
         (Increase) decrease in security deposits ...........................          --           (2,302)       (12,891)
         Increase (decrease) in accounts payable ............................       (44,999)        24,098        141,753
                                                                                -----------    -----------    -----------

               Total adjustments ............................................       124,601        181,905      2,646,624
                                                                                -----------    -----------    -----------

               Net cash provided by (used in) operating .....................      (137,125)        70,375     (1,402,259)
                                                                                -----------    -----------    -----------
activities

Cash flows from investing activities:

   Payments for organization costs ..........................................          --             --           (2,000)
   Purchases of investment ..................................................          --             --          (27,965)
   Proceeds from sale of investment .........................................          --             --           31,103
                                                                                -----------    -----------    -----------

               Net cash provided by investing activities ....................          --             --            1,138
                                                                                -----------    -----------    -----------

Cash flows from financing activities:

   Proceeds from issuance of stock ..........................................       238,000           --        4,531,181
   Payments of offering costs ...............................................          --             --         (112,654)
                                                                                -----------    -----------    -----------

               Net cash provided by financing activities ....................       238,000           --        4,418,527
                                                                                -----------    -----------    -----------

               Net increase (decrease) in cash and equivalents ..............       100,875         70,375      3,017,406

               Cash and equivalents at beginning of period ..................     2,916,531         34,610           --
                                                                                -----------    -----------    -----------

               Cash and equivalents at end of period ........................   $ 3,017,406    $   104,985    $ 3,017,406
                                                                                ===========    ===========    ===========
</TABLE>


                                       -5-


<PAGE>


                                 VOICENET, INC.
                          (a development stage company)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


1.       BASIS OF PRESENTATION

         The financial  statements  have been  prepared by the Company,  without
         audit,  pursuant to the rules and  regulations  of the  Securities  and
         Exchange  Commission  and  reflect  all  adjustments  which are, in the
         opinion of  management,  necessary  to present  fairly the  information
         required herein.  Certain information and footnote disclosures normally
         included  in the  financial  statements  prepared  in  accordance  with
         generally accepted accounting  principles have been omitted pursuant to
         such  rules and  regulations,  although  management  believes  that the
         disclosures  are  adequate  to  make  the  information   presented  not
         misleading. The results of operations for the three-month periods ended
         March 31, 2000 and 1999 are not  necessarily  indicative of the results
         of operations to be expected for the full year.

2.       NATURE OF BUSINESS

         Voicenet,   Inc.  (the   "Company"),   a  Delaware   corporation,   was
         incorporated  on April 2, 1996.  The  Company was  established  for the
         marketing and distribution of continuous  speech and voice  recognition
         systems.  The Company has had minimal  sales and, has  incurred  losses
         since inception. The Company is majority owned by Voicenet (Aust.) Ltd.
         ("VNA") an Australian company.

3.       NET LOSS PER COMMON SHARE

         Net loss per common  share is computed  based on the  weighted  average
         number of shares of common stock outstanding for the periods presented.
         The effect of stock  options and warrants on the net loss per share was
         anti-dilutive for the periods presented.

4.       PURCHASE OF TECHNOLOGY

         On August 1, 1996,  the Company  entered  into a  Technology  and Sales
         Agreement  (the  "technology  agreement")  with VNA to acquire  certain
         exclusive  rights and ownership with respect to the  development,  use,
         marketing,  sales  and  distribution  of a  continuous  computer  based
         digital voice compression,  recognition and recording  technology.  The
         term of the  agreement is for the longer of 25 years or the life of any
         patents and extensions granted under the patent applications.

5.       DUE TO PARENT COMPANY

         The Company was advanced  monies by VNA for completion of its marketing
         and development of technology.  In October 1999,  advances  aggregating
         $3,000,000  were credited for the purchase of newly issued  convertible
         preferred stock.

         On October 16, 1999,  VNA elected its  conversion  option and 1,576,861
         shares of common stock were issued to VNA.



                                       -6-


<PAGE>


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS:

The Company had no revenues from continuing  operations through the three months
ended March 31,  1999.  The Company has incurred  losses since its  inception in
1996. The Company's  losses incurred since  inception have resulted  principally
from professional, marketing and travel expenditures incurred in connection with
its  capital  raising  activities  and  from  amortization  of  intangibles  and
stock-based  compensation.  The  Company  expects to incur  operating  costs and
possible losses there from over the next several years due primarily to expanded
sales and  marketing  efforts,  including  the  establishment  of product  sales
office, the staffing of such office and other marketing  activities and costs to
be incurred as they seek potential customers for the Company's products.

There can be no assurance of when and whether the Company will generate  revenue
or become  profitable  on a sustained  basis,  if at all.  Although  the Company
anticipates  sales  to  commence   shortly,   results  of  operations  may  vary
significantly  from  quarter  to  quarter  due to timing of  payments  and other
factors. The timing of revenues,  if any, may not match the timing of associated
product development and other expenses.

RESULTS OF  OPERATIONS  FOR THE PERIODS  ENDED MARCH 31, 2000;  AS COMPARES WITH
MARCH 31, 1999

Net losses for the  three-month  period  ended  March 31,  2000 was  $261,726 as
compared to $111,530 for the three-month period ended March 31, 1999. There were
no  revenues  for  the  three-month  period  ended  March  31,  2000  or for the
three-month  period  ended March 31,  1999.  Total  general  and  administrative
expenses  were  $116,217  for 2000 as compared  to $21,210  for the  three-month
period ended March 31, 1999.

In the fourth quarter of 1998, the Company  commenced  amortizing its intangible
asset over a twenty-five  year useful life.  In the third  quarter of 1999,  the
Company  revised the estimated life of the  intangible  asset life of the useful
asset to seven  years.  Amortization  expense for the  three-month  period ended
March 31, 2000 was  $169,600 as compared to $90,400 for the  three-month  period
ended March 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a working  capital of  $2,729,778  as of December 31,  1999,  in
comparison to working capital of $3,225,652 as of March 31, 2000. The additional
working  capital was  primarily due to the exercise of certain stock options and
warrants.  The  increase  in the  accumulated  deficit is  primarily  related to
continuing  operating costs with minimal  operating and / or investment  income.
For the three-month period ended March 31, 2000, the Company's cash requirements
were satisfied from the cash reserves in its operating and investment accounts.



                                       -7-


<PAGE>


The Company believes that its existing cash and cash equivalents, are sufficient
to meet its  operating  expense and capital  expenditures  for at least the next
twelve months. The Company's future capital  requirements,  however, will depend
on numerous factors including (i) the effectiveness of product commercialization
and marketing  activities,  including the creation and progress of its sales and
marketing  activities (ii) the effect of competing  technological  and marketing
developments,  from  competitors  that have greater  resources than the Company.
However,  if operating  expenses are higher than  expected or if cash flows from
operations  are  lower  than  anticipated,  there can be no  assurance  that the
Company  will  have  sufficient  resources  available  to it on  terms  that are
satisfactory to the Company.

OTHER MATTERS

Filings Submitted on Form 8-K

During the quarter ended March 31, 2000,  the Company  submitted  Report on Form
8-K dated March 10,  2000,  relating to an increase in the number of  authorized
shares of common  stock of the  Company  from  10,000,000  shares to  50,000,000
common shares.  In addition,  the Company declared a two-for-one  stock split on
March 6, 2000, to shareholders' of record on March 17, 2000.



                                       -8-


<PAGE>





                                    SIGNATURE

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 hereunto duly authorized.

May 8, 2000

                                             VOICENET, INC.



                                             By: /s/ Howard J. Messer
                                                 ------------------------------
                                                 Name: Howard J. Messer
                                                 Title: Chief Financial Officer