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 September 30, 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:  November 15, 2000 - 9,903,022 shares
outstanding


<PAGE>


                                 VOICENET, INC.
                          (a development stage company)

                                      INDEX

Part I - Financial Statements

         Balance Sheets as of September 30, 2000 and December 31, 1999         3

         Statements of Operations for the Nine Months Ended
         September 30, 2000 and 1999                                           4

         Statements of Operations for the Three Months Ended
         September 30, 2000 and 1999                                           5

         Statements of Cash Flows for the Nine Months Ended
         September 30, 2000 and 1999                                           6

         Notes to Unaudited Financial Statements                               7

         Management's Discussion and Analysis                                8-9









                                       -2-

<PAGE>


<TABLE>
                                 VOICENET, INC.
                          (a development stage company)

                                 BALANCE SHEETS



<CAPTION>
                                     ASSETS

                                                                           September 30,       December 31,
                                                                               2000                1999
                                                                           ------------        ------------
                                                                            (Unaudited)

<S>                                                                        <C>                 <C>
Current assets:
   Cash and equivalents ............................................       $  2,824,485        $  2,916,531
   Licensing fees receivable .......................................             43,169                --
   Prepaid expense .................................................             54,900                --
                                                                           ------------        ------------

               Total current assets ................................          2,922,554           2,916,531
                                                                           ------------        ------------

Other assets:
   Technology rights ...............................................          3,380,400           3,905,000
   Security deposits and other .....................................             13,684              12,891
                                                                           ------------        ------------

               Total other assets ..................................          3,394,084           3,917,891
                                                                           ------------        ------------

               Total assets ........................................       $  6,316,638        $  6,834,422
                                                                           ============        ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses ...........................       $    114,173        $    186,753
                                                                           ------------        ------------

               Total current liabilities ...........................            114,173             186,753
                                                                           ------------        ------------

Stockholders' equity:
   Common stock, $.01 par value
      50,000,000 shares authorized
      10,343,022 shares issued, 9,903,022 shares outstanding in 2000
      9,831,022 shares issued, 9,391,022 shares outstanding in 1999             103,430              98,310
   Additional paid-in capital ......................................         11,001,596          10,338,716
   Accumulated deficit .............................................         (4,550,361)         (3,787,157)
   Treasury stock, 440,000 shares, at cost .........................             (2,200)             (2,200)
   Subscription receivable .........................................           (350,000)               --
                                                                           ------------        ------------

               Total stockholders' equity ..........................          6,202,465           6,647,669
                                                                           ------------        ------------

               Total liabilities and stockholders' equity ..........       $  6,316,638        $  6,834,422
                                                                           ============        ============
</TABLE>




                                       -3-
<PAGE>


<TABLE>
                                 VOICENET, INC.
                          (a development stage company)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<CAPTION>
                                                                               April 2, 1996
                                              Nine-month period ended           (inception)
                                                   September 30,                  through
                                          ------------------------------       September 30,
                                              2000               1999               2000
                                          -----------        -----------       -------------

<S>                                       <C>                <C>                <C>
Revenue ...........................       $    43,169        $      --          $    92,069
                                          -----------        -----------        -----------

Costs and expenses:
   Cost of sales ..................              --                 --               25,958
   Selling and administrative .....           381,831             27,786          1,927,964
   Stock-based compensation .......              --                 --            1,756,500
   Amortization ...................           524,600            165,400          1,121,600
                                          -----------        -----------        -----------

                                              906,431            193,186          4,832,022
                                          -----------        -----------        -----------

Operating loss ....................          (863,262)          (193,186)        (4,739,953)
                                          -----------        -----------        -----------

Other income:
   Interest .......................           100,059                 80            186,454
   Gain on sale of securities .....              --                 --                3,138
                                          -----------        -----------        -----------

                                              100,059                 80            189,592
                                          -----------        -----------        -----------

Net loss ..........................       $  (763,203)       $  (193,106)       $(4,550,361)
                                          ===========        ===========        ===========


Loss per share ....................       $     (0.08)       $     (0.03)
                                          ===========        ===========

Weighted average shares outstanding         9,750,829          6,677,300
                                          ===========        ===========
</TABLE>




                                       -4-

<PAGE>


                                 VOICENET, INC.
                          (a development stage company)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




                                              Three-month period ended
                                                   September 30,
                                          ------------------------------
                                              2000               1999
                                          -----------        -----------

Revenue ...........................       $    43,169        $      --
                                          -----------        -----------

Costs and expenses:
   Selling and administrative .....           186,599              6,576
   Amortization ...................           169,600             75,000
                                          -----------        -----------

                                              356,199             81,576
                                          -----------        -----------

Operating loss ....................          (313,030)           (81,576)

Interest income ...................            32,188               --
                                          -----------        -----------

Net loss ..........................       $  (280,842)       $   (81,576)
                                          ===========        ===========


Loss per share ....................       $     (0.03)       $     (0.01)
                                          ===========        ===========

Weighted average shares outstanding         9,890,815          6,677,300
                                          ===========        ===========







                                       -5-

<PAGE>



<TABLE>
                                 VOICENET, INC.
                          (a development stage company)

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>
                                                                                                     April 2, 1996
                                                                    Nine-month period ended           (inception)
                                                                         September 30,                  through
                                                                 ------------------------------       September 30,
                                                                    2000               1999               2000
                                                                 -----------        -----------       -------------

<S>                                                              <C>                <C>                <C>
Net loss .................................................       $  (763,203)       $  (193,106)       $(4,550,361)
                                                                 -----------        -----------        -----------
Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
      Amortization .......................................           524,600            165,400          1,121,600
      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 ........           (43,169)              --              (45,369)
         (Increase) decrease in prepaid expenses .........           (54,900)            (7,382)           (54,900)
         (Increase) decrease in security deposits ........              (793)               333            (13,684)
         (Increase) decrease in deferred compensation ....              --               26,450               --
          Increase (decrease) in accounts payable ........           (72,581)           (33,216)           114,172
                                                                 -----------        -----------        -----------

               Total adjustments .........................           353,157            183,661          2,875,181
                                                                 -----------        -----------        -----------

               Net cash used in operating activities .....          (410,046)            (9,445)        (1,675,180)
                                                                 -----------        -----------        -----------

Cash flows from investing activities:

   Payments for organization costs .......................              --                 --               (2,000)
   Purchases of investment ...............................              --                 --              (27,965)
   Proceeds from sale of investment ......................              --               12,246             31,103
                                                                 -----------        -----------        -----------

               Net cash provided by investing activities .              --               12,246              1,138
                                                                 -----------        -----------        -----------

Cash flows from financing activities:

   Proceeds from issuance of stock .......................           318,000               --            4,611,181
   Payments of offering costs ............................              --                 --             (112,654)
   Advances (to) from Voicenet (Aust) Ltd. ...............              --               45,105               --
                                                                 -----------        -----------        -----------

               Net cash provided by financing activities .           318,000             45,015          4,498,527
                                                                 -----------        -----------        -----------

               Net increase in cash and equivalents ......           (92,046)            47,816          2,824,485

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

               Cash and equivalents at end of period .....       $ 2,824,485        $    82,426        $ 2,824,485
                                                                 ===========        ===========        ===========
</TABLE>


                                       -6-


<PAGE>


                                 VOICENET, INC.
                          (a development stage company)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                               September 30, 2000

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  nine-month  periods  ended  September  30,  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.



                                       -7-

<PAGE>



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

The Company had minimal  revenues from  continuing  operations  through the nine
months  ended  September  30, 2000.  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  therefrom  due  primarily  to  expanded  sales and
marketing efforts 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
sufficient  revenue  or  become  profitable  on a  sustained  basis,  if at all.
Although  the  Company  anticipates  increases  in direct  sales  and  licensing
revenues,  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 SEPTEMBER 30, 2000; AS COMPARED WITH
SEPTEMBER 30, 1999

Net loss for the  nine-month  period  ended  September  30, 2000 was $763,203 as
compared to $193,106 for the nine-month  period ended September 30, 1999. During
the nine-month period ended September 30, 2000, the Company generated $43,169 in
royalty revenue as a result of its licensing  agreement with  RimpexChile,  S.A.
There were no revenues for the  nine-month  period ended  September 30, 1999. As
noted in its Form 8K filing  dated May 16,  2000,  the  Company  entered  into a
sales,  licensing and marketing  agreement with  RimpexChile,  S.A. on April 26,
2000 with respect to the licensing of its  technology.  The  agreement  requires
Rimpex to pay the Company a 20% royalty,  as defined,  with respect to all gross
revenues  of the  products,  as defined,  in the  territory.  Total  selling and
administrative  expenses  were  $381,831 for 2000 as compared to $27,786 for the
nine-month period ended September 30, 1999.

In the fourth quarter of 1998, the Company  commenced  amortizing its technology
rights over a twenty-five  year useful life.  In the third quarter of 1999,  the
Company  revised the  estimated  life of the  technology  rights to seven years.
Amortization  expense for the  nine-month  period ended  September  30, 2000 was
$524,600 as compared to $165,400 for the nine-month  period ended  September 30,
1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company had working  capital of  $2,729,778  as of  December  31,  1999,  in
comparison  to working  capital of  $2,808,381  as of September  30,  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 and to amortization  expense with minimal
operating and / or investment  income. For the nine-month period ended September
30, 2000, the Company's cash  requirements were satisfied from the cash reserves
in its operating  and  investment  accounts and from proceeds  received from the
exercise of stock options and warrants.


                                       -8-

<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

NONE





                                       -9-


<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.

November 15, 2000

                                         VOICENET, INC.


                                         By: /s/ Alan Dawson
                                         Name:  Alan Dawson
                                         Title:  Chief Executive Officer