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

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 1998

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

For the transition period from_________________to________________

                        Commission file number 000-23291

                               DigiTEC 2000, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     Nevada
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   54-1287957
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

            8 West 38th Street, Fifth Floor, New York, New York 10018
--------------------------------------------------------------------------------
               (Address of principal executive offices - Zip code)

Registrant's telephone number, including area code: (212) 944-8888

Indicate by checkmark 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 |_|


On May 1, 1998, there were outstanding 6,878,300 shares of the registrant's
Common Stock, $.001 par value per share.
<PAGE>

                                                              DigiTEC 2000, Inc.
                                                                and Subsidiaries
                                                      (formerly Promo Tel, Inc.)
                                                   Quarterly Report on Form 10-Q
                                            for the Quarter Ended March 31, 1998
                                                                           Index

Part I - Financial Information

  Item 1. Financial Statements:

     Consolidated Balance Sheets as of March 31, 1998 and
         June 30, 1997                                                        3
     Consolidated Statements of Operations for the Three and Nine Months
         ended March 31, 1998 and 1997                                        4
     Consolidated Statement of Stockholders' Equity (deficit) for
         the nine months ended March 31, 1998                                 5
     Consolidated Statements of Cash Flows for the Nine Months
         ended March 31, 1998 and 1997                                        6
     Notes to consolidated financial statements                            7-15

  Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations                           16-24

  Item 3. Quantitative and Qualitative Disclosure of Market Risk             24

Part II - Other Information

   Items 1, 2 and 6                                                       25-27

   Signatures                                                                28


                                                                               2
<PAGE>

                                                    Item 1. Financial Statements

                                                     Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                 March 31, 1998  June 30, 1997
--------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>            <C>        
Assets                                                                            (Unaudited)
Current:                                                                         
   Cash                                                                           $   283,710    $   727,197
   Accounts receivable, net of allowance for bad debts of $139,087 and           
      $60,000, respectively                                                         4,897,723      1,868,227
   Inventory                                                                          470,346        218,877
   Prepaid expenses                                                                   294,528         11,814
   Net assets of discontinued operations                                              171,593             --
--------------------------------------------------------------------------------------------------------------
           Total current assets                                                     6,117,900      2,826,115
Property and equipment, net                                                           176,292         64,397
Intangibles, net                                                                      452,486        606,920
Goodwill, net                                                                         488,889             --
Other assets                                                                          167,473         29,291
--------------------------------------------------------------------------------------------------------------
                                                                                  $ 7,403,040    $ 3,526,723
==============================================================================================================
Liabilities and Stockholders' Equity (Deficit)                                   
Current:                                                                         
   Accounts payable                                                               $ 1,544,345    $ 2,842,891
   Accrued expenses and other current liabilities                                     246,691        290,799
   Note payable - current                                                             192,584        117,610
   Net liabilities of discontinued operations                                              --        211,502
--------------------------------------------------------------------------------------------------------------
           Total current liabilities                                                1,983,620      3,462,802
Note payable                                                                           12,114         64,390
Deferred rent                                                                         109,408         71,000
--------------------------------------------------------------------------------------------------------------
           Total liabilities                                                        2,105,142      3,598,192
--------------------------------------------------------------------------------------------------------------
Commitments and contingencies                                                    
Stockholders' equity (deficit):                                                  
   Preferred stock, $.001 par value, 1,000,000 shares authorized;                
      61,050 and no shares issued and outstanding, respectively                     6,105,000             --
   Common stock, $.001 par value, 100,000,000 shares authorized;                 
      6,868,300 and 4,858,418 shares issued and outstanding, respectively               6,868          4,858
   Additional paid-in capital                                                       8,284,327      3,602,462
   Accumulated deficit                                                             (9,098,297)    (3,678,789)
--------------------------------------------------------------------------------------------------------------
           Total stockholders' equity (deficit)                                     5,297,898        (71,469)
--------------------------------------------------------------------------------------------------------------
                                                                                  $ 7,403,040    $ 3,526,723
==============================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.


                                                                               3
<PAGE>

                                           Consolidated Statements of Operations
                                                                     (Unaudited)

<TABLE>
<CAPTION>
                                                              For the Three Months Ended       For the Nine Months Ended
                                                                       March 31,                       March 31,
-------------------------------------------------------------------------------------------------------------------------
                                                                 1998            1997            1998            1997
-------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>             <C>             <C>         
Net sales                                                    $  6,359,998    $  7,422,417    $ 31,166,036    $ 12,085,563
Cost of sales                                                   6,234,333       7,352,387      29,840,530      12,004,706
-------------------------------------------------------------------------------------------------------------------------
  Gross profit                                                    125,665          70,030       1,325,506          80,857
Selling, general and administrative expenses                    4,527,437         651,295       6,037,399       1,318,145
-------------------------------------------------------------------------------------------------------------------------
   Loss from continuing operations                             (4,401,772)       (581,265)     (4,711,893)     (1,237,288)
-------------------------------------------------------------------------------------------------------------------------
Discontinued operations:
Loss from operations of Cellular division                              --              --        (527,061)             --
Loss from operations of World Access                                   --              --        (105,554)             --
Loss on disposal of Cellular division                                  --              --         (75,000)             --
-------------------------------------------------------------------------------------------------------------------------
   Loss from discontinued operations                                   --        (581,265)       (707,615)     (1,237,288)
-------------------------------------------------------------------------------------------------------------------------
Net loss                                                     $ (4,401,772)   $   (581,265)   $ (5,419,508)   $ (1,237,288)
=========================================================================================================================
Net loss per common share-basic and diluted:
   From continuing operations                                $       (.73)   $       (.13)   $       (.80)   $       (.26)
   From discontinued operations                                        --              --            (.12)             --
-------------------------------------------------------------------------------------------------------------------------
                                                             $       (.73)   $       (.13)   $       (.92)   $       (.26)
=========================================================================================================================
Weighted average number of common and
   common equivalent shares outstanding                        5,992,867        4,534,168       5,863,359       4,722,320
=========================================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.


                                                                               4
<PAGE>

                        Consolidated Statement of Stockholders' Equity (Deficit)
                                                                     (Unaudited)

<TABLE>
<CAPTION>
Nine Months Ended March 31, 1998
------------------------------------------------------------------------------------------------------------------------------------
                                                Preferred Stock          Common Stock    Additional                    Total
                                               ----------------        ---------------    paid-in    Accumulated    stockholders'  
                                               Shares    Amount        Shares   Amount     capital      deficit    equity (deficit)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>     <C>           <C>        <C>      <C>         <C>            <C>
Balance, July 1, 1997                                                4,858,418  $4,858   $3,602,462  $(3,678,789)     $(71,469)
For the nine months ended March 31, 1998:
   Exercise of warrants                                              1,957,250   1,957    2,933,918           --     2,935,875
   Acquisition of Ameridial, Inc.                                       52,632      53      499,947           --       500,000
    350,000 Options to Officers & Directors                                               1,248,000                  1,248,000
    Investment, Premiere Communications, Inc.  61,050   6,105,000           --                                       6,105,000
   Net loss                                                                 --      --           --   (5,419,508)   (5,419,508)
------------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 1998                        61,050  $6,105,000    6,868,300  $6,868   $8,284,327  $(9,098,297)   $5,297,898
====================================================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.


                                                                               5
<PAGE>

                                           Consolidated Statements of Cash Flows
                                                                     (Unaudited)

<TABLE>
<CAPTION>
Nine Months Ended March 31,                                                              1998               1997
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                 <C>
Cash flows from operating activities:
   Net loss                                                                           $(5,419,508)        $(1,237,288)
   Adjustments to reconcile net loss to net cash used in operating activities:
        Amortization                                                                      165,544              42,136
        Depreciation                                                                       26,325               5,742
        Deferred rent                                                                      38,408                  --
        Deferred income                                                                        --            (567,136)
        Director/Officers compensation                                                  1,248,000                  --
        (Increase) decrease in:
           Accounts receivable                                                         (3,029,496)           (302,711)
           Inventory                                                                     (251,469)           (300,015)
          Prepaid expenses and other assets                                              (420,896)            477,370
        Increase (decrease) in:
           Accounts payable and accrued expenses                                       (1,342,654)          1,183,800
---------------------------------------------------------------------------------------------------------------------
                Net cash used in operating activities of continuing
                   operations                                                          (8,985,746)           (698,102)
   Net cash used in operating activities of discontinued operations                      (448,874)                 --
---------------------------------------------------------------------------------------------------------------------
                Net cash used in operating activities                                  (9,434,620)           (698,102)
---------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
   Capital expenditures                                                                   (72,442)            (20,727)
   Proceeds from repayment of related party loans                                              --              42,000
   Payment received on note receivable                                                         --             200,000
---------------------------------------------------------------------------------------------------------------------
                Net cash (used in) provided by investing activities                       (72,442)            221,273
---------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
   Note payable-auto                                                                       22,699                  --
   Proceeds from exercise of warrants                                                   2,935,876                  --
   Proceeds from investment by Premiere                                                 6,105,000                  --
---------------------------------------------------------------------------------------------------------------------
                Net cash provided by financing activities                               9,063,575                  --
---------------------------------------------------------------------------------------------------------------------
Net decrease in cash                                                                     (443,487)           (476,829)
Cash (including $367,363 of restricted cash at
    June 30, 1996), beginning of period                                                   727,197             509,117
---------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                                   $   283,710         $    32,288
=====================================================================================================================
</TABLE>


                                                                               6
<PAGE>

                                      Notes to Consolidated Financial Statements
                                                                     (Unaudited)

1.Summary of            (a)   Business
  Significant                 
  Accounting Policies         DigiTEC 2000, Inc. (formerly Promo Tel, Inc., the 
                              "Company") is primarily engaged in the            
                              distribution, marketing and management of prepaid 
                              telephone calling cards. It currently markets its 
                              telephone calling card products throughout the    
                              United States, the Virgin Islands and Puerto Rico.

                              On October 18, 1996, the Company changed its name 
                              to DigiTEC 2000, Inc.                             

                        (b)   Organization

                              On July 11, 1995, Promo Tel, Inc., a Delaware
                              corporation ("Promo Tel-Delaware"), merged (the
                              "Merger") into Promo Tel, Inc., a Nevada
                              corporation ("Promo Tel-Nevada"). Immediately
                              prior to the Merger, Promo Tel-Nevada changed its
                              name from Yacht Havens International Corp. ("Yacht
                              Havens"). The surviving corporation remained Promo
                              Tel, Inc. Pursuant to the terms of the Merger,
                              Promo Tel-Nevada, which had 59,042 shares of its
                              common stock previously outstanding, exchanged
                              with the sole stockholder of Promo Tel-Delaware an
                              aggregate of 1,333,334 shares of previously
                              unissued $.001 Promo Tel-Nevada common stock for
                              the outstanding shares of Promo Tel-Delaware's
                              outstanding common stock. 

                              Since the Merger resulted in voting control by the
                              stockholder of Promo Tel-Delaware and Promo
                              Tel-Delaware had the personnel and owned all the
                              assets to be utilized for its ongoing business,
                              the Merger was treated as a recapitalization of
                              Promo Tel-Delaware and the sale of 59,042 shares
                              of previously issued Promo Tel-Nevada common stock
                              for the net assets of Promo Tel-Nevada ($-0-).

                              Promo Tel-Delaware is the continuing entity for
                              financial reporting purposes, and the financial
                              statements prior to July 11, 1995 represent its
                              financial position and results of operations. The
                              assets, liabilities and results of operations of
                              Promo Tel-Nevada are included as of July 11, 1995.

                              The Company was formed on May 18, 1995 and
                              commenced operations in July 1995.


                                                                               7
<PAGE>

                                      Notes to Consolidated Financial Statements
                                                                     (Unaudited)

                              Although Promo Tel-Delaware is deemed to be the
                              acquiring corporation for financial accounting and
                              reporting purposes, the legal status of Promo
                              Tel-Nevada as the surviving corporation will not
                              change. Promo Tel-Nevada had amended its Articles
                              of Incorporation to change its name from Promo
                              Tel, Inc. to the Company's current name (Note
                              1(a)). 

                              In September 1996, the Board of Directors of the
                              Company approved a reverse stock split of the
                              Company's common stock ("Common Stock"). Each
                              stockholder of record on October 18, 1996 received
                              one share of new Common Stock for each six shares
                              of Common Stock held. 

                              The equity accounts of the Company and all
                              disclosures have been retroactively adjusted to
                              reflect the recapitalization and the one-for-six
                              reverse stock split.

                        (c)   Principles of Consolidation 

                              The consolidated financial statements include the
                              accounts of the Company and, from June 1, 1997 and
                              October 31, 1997, respectively (Notes 2 and 3),
                              its wholly-owned subsidiaries, World Access
                              Solutions, Inc. ("World Access") and Ameridial,
                              Inc. ("Ameridial"). All significant intercompany
                              balances and transactions have been eliminated.


                                                                               8
<PAGE>

                                      Notes to Consolidated Financial Statements
                                                                     (Unaudited)

                              The consolidated financial statements and related
                              notes thereto as of March 31, 1998 and for the
                              three and nine months ended March 31, 1998 and
                              1997 are unaudited but, in the opinion of
                              management, include all adjustments necessary to
                              present fairly the information set forth therein.
                              These adjustments consist solely of normal
                              recurring accruals. The consolidated balance sheet
                              information for June 30, 1997 was derived from the
                              audited consolidated financial statements included
                              in the Company's Form 10. These interim financial
                              statements should be read in conjunction with that
                              report. The interim results are not necessarily
                              indicative of the results for any future periods.

                        (d)   Earnings Per Share 

                              In December 1996, the Financial Accounting
                              Standards Board issued Statement of Financial
                              Accounting Standards ("SFAS") No. 128, "Earnings
                              per Share", which is effective for both interim
                              and annual periods ending after December 15, 1997.
                              SFAS No. 128 requires that all prior period
                              earnings per share data be restated to conform to
                              this statement. The adoption of SFAS No. 128 did
                              not have a material effect on the Company's
                              earnings per share.

                              Basic earnings (loss) per share is calculated
                              using the weighted average shares outstanding
                              during the period. Diluted earnings (loss) per
                              share is calculated using the weighted average
                              shares outstanding during the period and dilutive
                              potential common shares. The dilutive earnings
                              (loss) per share has not been presented since the
                              effect of the options and warrants to purchase
                              Common Stock was anti-dilutive. The weighted
                              average shares have been retroactively adjusted to
                              reflect the exchange of the 1,333,334 shares and
                              the one-for-six reverse stock split (Note 1(b)).
                                       
                        (e)   Reclassifications

                              Certain amounts as previously reported have been
                              reclassified to conform to the 1998 presentation.


                                                                               9
<PAGE>

                                      Notes to Consolidated Financial Statements
                                                                     (Unaudited)

2. Acquisition of             On October 31, 1997, the Company entered into an
   Ameridial                  agreement for the acquisition of all of the
                              outstanding shares of Ameridial, in exchange for
                              52,632 shares of the Company's common stock. The
                              shares were valued based on the closing market
                              price on October 31, 1997 of $9.50 per share. The
                              acquisition was recorded under purchase accounting
                              with the entire value of the transaction being
                              attributed to goodwill to be amortized over 15
                              years.


                                                                              10
<PAGE>

                                      Notes to Consolidated Financial Statements
                                                                     (Unaudited)

 3. Discontinued        (a)   World Access
    Operations            
                              The Company owned 40.3% of the outstanding common
                              stock of TecLink, Inc. ("TecLink"). The Company
                              helped establish TecLink as a Mississippi-based
                              internet service provider by selling to TecLink
                              certain internet service provider assets,
                              intellectual property, computer hardware, software
                              and office equipment (that it had previously
                              purchased from Telephone Electronics Corporation
                              and others) as well as an exclusive value added
                              reseller distribution contract from Hughes
                              Corporation ("Hughes"). The Company received in
                              the sale $50,000 cash and a 6% per annum
                              promissory note of $2,405,000 due the earlier of
                              December 31, 1998 or upon the completion of
                              TecLink's initial public offering (the "Note").
                              The Note was collateralized by the assets of
                              TecLink. $250,000 became due upon the completion
                              of a private placement of TecLink's common stock.
                              The Company accounted for its investment in
                              TecLink's common stock under the equity method. As
                              a result of TecLink's loss for the year ended June
                              30, 1996, the investment was written down to $-0-
                              as of that date. The Company did not reduce its
                              carrying value of the note at June 30, 1996 since
                              it received the first $250,000 upon its due date
                              and believed that its security interest in the
                              assets of TecLink was sufficient at June 30, 1996
                              to cover the balance of the note. Hughes and
                              TecLink never reached an accord as to Hughes'
                              responsibilities under the distribution contract.
                              As such TecLink, was never able to fully implement
                              its business plan. As a result of this and other
                              factors, TecLink's initial public offering was
                              never consummated and TecLink continued to
                              experience losses. Due to the continuing losses,
                              the Company entered into an agreement to acquire
                              the net assets as partial satisfaction of its
                              outstanding balance of the Note from TecLink
                              ($2,105,000).


                                                                              11
<PAGE>

                                      Notes to Consolidated Financial Statements
                                                                     (Unaudited)

                              As a result, the Company recorded a loss of
                              $1,340,230. The Company maintained its right to
                              part of any proceeds that TecLink may receive from
                              its claims against Hughes. The Company established
                              World Access as a wholly-owned subsidiary
                              providing internet access with the net assets
                              re-acquired from TecLink. As of June 30, 1997,
                              management determined that it needed to focus on
                              its core business and would discontinue the
                              operations of World Access by selling its net
                              assets.

                              On October 1, 1997, the Company entered into an
                              agreement (the "Agreement") to sell the customer
                              base, the hardware related to servicing the
                              customer base and its obligations under World
                              Access' leases for its premises and telephone
                              equipment to Meta3, Inc. ("Meta3"), a Mississippi
                              corporation in a similar line of business. The
                              Agreement calls for Meta3 to pay for the
                              subscribers at $10 per month per customer for ten
                              months. The amount to be paid will be adjusted by
                              the identified customer base's net attrition rate
                              for the first five months of the purchase period.
                              As a result of the Agreement and the Company's
                              plan to dispose of the remaining assets and
                              liabilities, the Company recorded a loss on
                              disposal of $893,347 for the year ended June 30,
                              1997. For the three and nine months ended March
                              31, 1998, the Company incurred an additional loss
                              of $0 and $105,554, respectively, on the
                              discontinued operations of World Access. At March
                              31, 1998, $50,000 remains accrued for the
                              estimated loss related to the operations of World
                              Access for the year ended June 30, 1998. The
                              assets and liabilities of World Access, as of
                              March 31, 1998 are as follows:


                                                                              12
<PAGE>

                                      Notes to Consolidated Financial Statements
                                                                     (Unaudited)

                              Accounts receivable                    $ 23,000
 
                              Inventory                               123,000

                              Receivable from Meta3                   246,000

                              Other assets                             12,000

                              Accounts payable                         (2,407)

                              Other liabilities                      (230,000)
                              -----------------------------------------------
                              Net assets of World Access             $171,593

                              The Company intends to use the proceeds from the
                              sale of the assets to Meta3, as well as the
                              proceeds from the sale or collection of the
                              remaining assets, to liquidate the liabilities.

                        (b)   Cellular division

                              On December 31, 1997, management adopted a formal
                              plan to abandon the operations of its conventional
                              cellular division as a result of the Company's
                              continuing plan to conserve assets to focus on and
                              expand its core business. The Company recorded a
                              loss of $371,380 and $527,061, respectively, for
                              the three and nine months ended March 31, 1998. At
                              March 31, 1998, $75,000 is recorded for the
                              estimated additional losses related to the
                              operations of the cellular division for the period
                              subsequent to the nine months ended March 31,
                              1997. The Company does not anticipate any
                              additional charges to be recognized related to the
                              operations of its cellular division. The net
                              assets of the cellular division, which consist of
                              accounts receivable, inventory and other
                              liabilities, totaled $ 28,622 at March 31, 1998.
                              The operations of the cellular division were
                              completely ceased by February 1, 1998.



                                                                              13
<PAGE>

                                      Notes to Consolidated Financial Statements
                                                                     (Unaudited)

         
4. Exercise of                In February and March 1998, warrants to purchase
   Warrants                   1,760,865 shares of the Company's common stock
                              were exercised resulting in net proceeds to the
                              Company of $2,626,300. In connection with certain
                              of these exercises, the Company granted certain
                              registration rights which include a registration
                              statement on Form S-1 to be filed by the 45th
                              calendar day from the closing date of the
                              exercises. Failure to file the registration
                              statement will result in the obligation of the
                              Company to pay the holders of such shares a
                              penalty equal to 1% per month, pro-rated daily, of
                              the proceeds received from the exercises, within
                              15 days of its accrual. The Company filed a Form
                              S-1 with the Securities and Exchange Commission
                              ("SEC") on April 20, 1998.


                                                                              14
<PAGE>

                                      Notes to Consolidated Financial Statements
                                                                     (Unaudited)

5. Investment                 On March 31, 1998, the Company entered into an
   Agreement with             agreement with Premiere Communications, Inc.
   Premiere                   ("Premiere") (the "Investment Agreement") in which
   Communications, Inc.       Premiere received 61,050 shares of $.001 par value
                              voting Series A Preferred Stock, valued by the
                              Board of Directors at $6,105,093 which represented
                              Premiere's outstanding accounts receivable balance
                              as of that date. The $6,105,093 included
                              $4,636,981 which was attributable to phone cards
                              purchased in the normal course of business with
                              the $1,468,112 representing a one-time charge on
                              March 31, 1998 from Premiere for extra minutes
                              processed by Premiere on cards activated by the
                              Company. The $1,468,112 was charged to operations
                              during the quarter ended March 31, 1998. The
                              Series A Preferred Stock is convertible into
                              common stock at any time at Premiere's option and
                              the Company has the right to require Premiere to
                              convert the Series A Preferred Stock after March
                              31, 1999. The Certificate of Designation (the
                              "Certificate of Designation") for the Series A
                              Preferred Stock provides for certain voting,
                              liquidation, and registration rights and
                              calculates the conversion by multiplying 61,050,
                              the number of shares of Series A Preferred Stock
                              issued in connection with the Investment Agreement
                              by $100, the Investment Amount as defined in the
                              Certificate of Designation and then dividing by
                              $10.395, the Conversion Price as defined in the
                              Certificate of Designation, resulting in a total
                              of 587,302 shares of common stock to be issued
                              under the Investment Agreement. The Company may
                              call  the redemption of each share of Series A
                              Preferred Stock at any time for $100 a share
                              plus accrued dividends.


                                                                              15
<PAGE>

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

The following discussion should be read in conjunction with the consolidated
financial statements included elsewhere in this Form 10-Q.

Forward Looking Statements

The information set forth in this Form 10-Q includes "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "33 Act"), and Section 21E of the Securities Exchange Act of 1934,
as amended. Words "estimated", "intends", "believes", "plans", "planning",
"expects", and "if" are intended to identify forward looking statements.
Although management believes that the assumptions made and expectations
reflected in the forward looking statements are reasonable, it must be
recognized that there is no assurance that the underlying assumptions will, in
fact, prove to be correct, or that actual future results will not be different
from the Company's expectations.

Introduction

The Company commenced operations under present management in 1995 to exploit the
Prepaid Phone Card sector of the long distance telecommunications market. The
Company's Prepaid Phone Cards provide consumers with a competitive alternative
to traditional presubscribed long distance telecommunications services. The
Company's total revenues were $26,027,909 and $31,166,036, and its net losses
were $3,549,514 and $5,419,508, for the fiscal year ended June 30, 1997 and for
the nine months ended March 31, 1998, respectively, after losses from
discontinued operations of $1,069,261 and $707,615, respectively. The Company
activated 5 million Prepaid Phone Cards and approximately 90 million minutes of
telecommunications services were provided during the nine months ended March 31,
1998.

The Company's fiscal 1997 and 1998 sales have been primarily derived from the
resale of bundled prepaid phone cards. The Company resells the cards at a
discount off the face value of the Cards to either independent distributors or
retail locations, depending on the locality of distribution. The Company's
fiscal 1997 cost of sales consist primarily of the purchase of the Cards at a
greater discount off the face value than the price at which the Cards can be
resold by the Company, thereby receiving its gross margin on the difference of
discounts given to its customers and the discounts the Company receives from its
long distance provider. Since the Cards are sold to the Company as a bundled
product, the long distance provider is liable to the end user for the time
remaining on the Cards. At the point of sale, the Company has no further
obligation towards the Cards sold.


                                                                              16
<PAGE>

Results of Operations
Three Months Ended March 31, 1998 Compared to
Three Months Ended March 31, 1997

Sales. Sales for the three months ended March 31, 1998 decreased by $1,062,419
or 14.3% over the third quarter of the prior year. For the three months ended
March 31, 1997, the Company's sales were $6,359,998 as the Company was still
introducing its Company branded, bundled products (cards purchased from a
provider) that it commenced during the three months ended September 30, 1996,
and also competing in a highly competitive marketplace.

During the second quarter of fiscal 1997, the Company negotiated an agreement
with Frontier Corporation ("Frontier"). This resulted in the offering of more
reliable and competitively priced products by the Company that, by the end of
the second half of fiscal 1997, became more recognizable by consumers, thereby
increasing brand awareness. As a result of the Company's continuing brand
awareness into fiscal 1998, the Company's sales for the three months ended March
31, 1998 were $6,359,998. Sales for the third quarter of fiscal 1998 were
impacted by the Company altering its relationship with CG Com, who had
exclusivity in the state of New York for one of the Company's products, and
accounted for 42% and 54% of sales during the three months ended September 30,
1997 and the year ended June 30, 1997, respectively. During September, 1997, the
Company and CG Com agreed to remove the exclusivity clause in the agreement. CG
Com accounted for 1.4% of sales for the three months ended March 31, 1998. The
Company does not anticipate an extended period of decreased sales as a result of
this change since the Company has the proper infrastructure in place to deliver
products directly to the sub-distributors and retailers. Due to this change and
expansion into new areas of distribution, the Company anticipates that its
concentration of sales with any particular customer will be significantly
reduced for fiscal 1998.

On September 26 and 27, 1997 the Company signed distributor agreements with
Premiere whereby the Company is required to purchase Cards with an aggregate
minimum face value of $81,000,000 at discounts ranging from 23.5% to 41.75% off
the face value of the Cards. Failure to purchase the minimum value will result
in the Company being required to pay Premiere an amount equal to the retail
value of the unsold Cards less the applicable discount that would have been
payable on such Cards. The agreements provide for the extension of certain
credit terms and expire upon the earlier of September 1998 or six months after
the last purchase of prepaid Phone Cards. Premiere may terminate upon breach of
certain conditions. These agreements expanded the relationship of the Company
with Premiere who had previously provided the Company with Cards from time to
time on a prepaid basis. Although the Company believes that the likelihood of
such a termination is remote based upon its current relationship with Premiere
and the fact that Premiere became a 6.2% stockholder of the Company as of March
31, 1998. During the quarter ended March 31, 1998, Premiere suspended or
repriced several of the Company's Card programs. As a result, the Company's
sales of Cards were significantly and adversely affected.

Cost of sales. The Company's cost of sales for the three months ended March 
31, 1998 decreased to $6,234,333 from $7,325,387 for the three months ended 
March 31, 1997. The decrease of $1,091,054 or 15% was primarily related to the


                                                                              17
<PAGE>

decrease in revenues that the Company experienced in the three months ended
March 31, 1998 as compared to the third quarter in the prior year.

Gross Profit. Gross profit for the three months ended March 31, 1998 was
$125,665 or 2% as compared to a gross profit of $70,030 or .09% for the three
months ended March 31, 1997. While the Company's gross profit as a percentage of
sales was in line with the three months ended March 31,1997, it decreased as
compared to the three months ended December 31, 1997. The decrease resulted from
steep discounts given to distributors in order to generate sales and attempt to
maintain market share after terminating exclusivity with a significant master
distributor (See Sales above). The Company anticipates that it will be able to
increase its rates to its customers as it evaluates its relationship with its
distributors.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three months ended March 31, 1998 increased to
$4,527,437 from $651,295 for the three months ended March 31, 1997. This
increase of $3,876,142 or 595.5% is primarily related to the initial
implementation of the Company's plan to increase its infrastructure in
anticipation of moving its existing brands to a switched-based platform and
expansion into other segments of the telecommunications industry. Also, the
Company incurred promotional expenses of $1,905,292 related to extra minutes
processed on cards activated by the Company.

Salaries and personnel related expenses increased by $565,772 as the Company's
employees increased to 61 full-time employees by March 31, 1998. The increase in
employees has been fueled by the increase in operations as well as the
commencement of a carrier services division to broker rates between carriers as
well as negotiate rates for the Company as it introduces its current brands
under an unbundled arrangement and introduces new services. In addition, the
Company added personnel in anticipation of the Company's plan for growth.

The Company's rent expense increased by $53,896 for the three months ended March
31, 1998 primarily due to rental payments under the lease for the Company's new
distribution and administrative headquarters which the Company began occupying
April 1, 1997. Advertising, telephone, utilities, travel and entertainment and
repairs and maintenance increased by $23,562, $64,026, $15,543, $48,126, and
$15,670, respectively, primarily related to the initial implementation of the
Company's plan to increase its infrastructure. The Company's professional fees
also increased by $165,890 primarily due to having increased needs for
accounting and corporate consulting. Amortization related to intangibles
increased by $44,858 primarily due to the acquisition of customer bases during
fiscal 1997 and the acquisition of Ameridial on October 31, 1997. 


                                                                              18
<PAGE>

The Company also incurred $10,960 related to shareholder relations and filing
expenses incurred in connection with complying with the reporting regulations
promulgated by the Securities and Exchange Commission ("SEC"). The Company
anticipates its overhead expenses to continue to increase during fiscal 1998 as
it continues to add the necessary operational and administrative infrastructure
to support the anticipated growth of the Company.

Loss from Continuing Operations. The increase in loss from continuing operations
of $3,820,507 for the three months ended March 31, 1998 as compared to March 31,
1997 is primarily related to the Company expanding its infrastructure in
anticipation of expanding its lines of business.

Loss from Discontinued Operations. As of December 31, 1997, management, in
connection with its plan to conserve assets to expand its core business,
resolved that it would discontinue the operations of its conventional cellular
operations division by terminating its operations. The Company did not recognize
any additional losses from the operations of the cellular division for the three
months ended March 31, 1998. The operations of the cellular division were
completely discontinued by February 1, 1998.

Nine Months Ended March 31, 1998
Compared to Nine Months Ended March 31, 1997

Sales. Sales for the nine months ended March 31, 1998 increased by $19,080,473
or 157.9% over the nine months ended March 31, 1997. For the nine months ended
March 31, 1997, the Company's sales were $31,166,036 primarily due to the
Company introducing its first Company branded, bundled products during the first
quarter of fiscal 1997 and market acceptance of the Company's brands.

Sales for the first half of fiscal 1998 were impacted by the Company altering
its relationship with CG Com, which had exclusivity in the state of New York for
one of the Company's products, and accounted for 42% and 54% of sales during the
three months ended September 30, 1997 and the year ended June 30, 1997,
respectively. During September, 1997, the Company and CG Com agreed to remove CG
Com's exclusivity clause in the agreement. CG Com accounted for 21% of sales
during the nine months ended March 31, 1998. The Company does not anticipate an
extended period of decreased sales as a result of this change since the Company
has the proper infrastructure in place to deliver products directly to the
sub-distributors and retailers. Due to this change and expansion into new areas
of distribution, the Company anticipates that its concentration of sales with
any particular customer will be significantly reduced for fiscal 1998. On
September 26 and 27, 1997 the Company signed distributor agreements with


                                                                              19
<PAGE>

Premiere whereby the Company is required to purchase Cards with an aggregate
minimum face value of $81,000,000 at discounts ranging from 23.5% to 41.75% off
the face value of the Cards. The agreements provide for the extension of certain
credit terms and expire upon the earlier of September 1998 or six months after
last purchase of prepaid Phone Cards. Premiere may terminate upon breach of
certain conditions. Failure to purchase the minimum value will result in the
Company being required to pay Premiere an equal amount to the retail value of
the unsold cards less the applicable discount that would have been payable on
such Cards. These agreements expanded the relationship of the Company with
Premiere who had previously provided the Company with Cards from time to time on
a prepaid basis. Although the Company believes that the likelihood of such a
termination is remote based upon its current relationship with Premiere and the
fact that Premiere became a 6.2% stockholder of the Company as of March 31,
1998. During the quarter ended March 31, 1998, Premiere suspended and repriced
several of the Company's Card programs. As a result the Company's sales of Cards
were significantly and adversely affected.

Cost of Sales. The Company's cost of sales for the nine months ended March 31,
1998 increased to $29,840,530 from $12,004,706 for the nine months ended March
31, 1997. The increase of $17,838,824 or 148.6% was primarily related to the
increase in revenues that the Company experienced in the nine months ended March
31, 1998 as compared to the same period in the prior year and increased expenses
incurred in connection with the Company's expansion plans.

Gross Profit. Gross profit for the nine months ended March 31, 1998 was
$1,325,506 or 4.3% as compared to a gross profit of $80,857 or .7% for the nine
months ended March 31, 1997. During the first quarter of fiscal 1997, the
Company terminated its switchless unbundled phone card based upon numerous
returns for cards that it had sold in that quarter. In addition, the Company
replaced the returned cards with cards from its new bundled programs at no
charge. Further, the Company introduced its first Company branded bundled
products at very steep discounts in order to gain market share. As a result, the
Company reported a gross loss for the three months ended September 30, 1997.
During the nine months ended March 31, 1998, the Company's gross profit
increased over the prior year due to the Company's large increase in market
share and its ability to negotiate competitive rates with its current providers.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the nine months ended March 31, 1998 increased to
$6,037,399 from $1,318,145 for the nine months ended March 31, 1997. This
increase of $4,719,254 or 358% is primarily related to the increase in volume
over the nine months ended March 31, 1997 and Company's initial implementation
of the plan to increase its infrastructure in anticipation of moving its
existing brands to a switched-based platform and expansion into other segments
of the telecommunications industry.

Salaries and personnel related expenses increased by $1,141,052 as the Company's
employees increased to 61 full-time employees by March 31, 1998 The increase in
employees has been fueled by the increase in operations as well as the
commencement of a carrier services division to broker rates between carriers as
well as negotiate rates for the Company as it introduces its current brands
under an unbundled arrangement and introduces new services. In addition, the 


                                                                              20
<PAGE>

Company added personnel in anticipation of the Company's plan for growth.

The Company's rent expense increased by $152,649 primarily due to rental
payments under the lease for the Company's new distribution and administrative
headquarters which the Company began occupying April 1, 1997. Advertising,
telephone, travel and entertainment, repairs and maintenance, office and
utilities expenses increased by $160,313, $148,473, $105,878, $60,197, $27,169
and $44,027, respectively, primarily related to the implementation of the
Company's expansion plans. The Company's professional fees also increased by
$378,023 primarily in connection with the Company's role in the Heritage
litigation (See Part II, Item 1. Legal Proceedings) as well as having increased
needs for accounting and corporate consulting. Administrative field expenses
increased to $71,203 for the nine months ended March 31, 1998 as the Company
expanded its field routes to retail locations. Amortization related to
intangibles increased by $169,320 primarily due to the acquisition of customer
bases during fiscal 1997. The Company also incurred $39,326 related to
shareholder relations and filing expenses incurred in connection with complying
with the reporting regulations promulgated by the SEC. During fiscal 1997, the
Company was exempt from complying and therefore, was not required to report with
the SEC. The Company anticipates its overhead expenses to continue to increase
during fiscal 1998 as it continues to add the necessary operational and
administrative infrastructure to support the anticipated growth of the Company.

Loss from Continuing Operations. The increase in loss from continuing operations
of $3,474,605 for the nine months ended March 31, 1998 as compared to the same
period in the prior year is primarily related to the Company terminating its
unbundled products and replacing them with the bundled products that it
currently sells offset by the Company increasing its infrastructure in
anticipation of expanding its lines of business.

Loss from Discontinued Operations. As of June 30, 1997, management resolved that
it would discontinue the operations of World Access. The Company recognized a
net loss from the operations of World Access of $105,554 for the nine months
ended March 31, 1998. The Company does not anticipate any additional charges to
be recognized related to World Access' operations.

As of December 31, 1997, management, in connection with its plan to conserve
assets to expand its core business, resolved that it would discontinue the
operations of its conventional cellular operations division by terminating its
operations. The Company recognized a net loss from the operations of the
cellular division of $527,061 for the nine months ended March 31, 1998. The
operations of the cellular division were completely discontinued by February 1,
1998.


                                                                              21
<PAGE>

Liquidity and Capital Resources

      To date, the Company has financed its operations through certain equity
transactions completed in the prior fiscal year, the exercise of warrants in
fiscal 1997 and 1998 and through operating cash flow. However, the Company
remains significantly undercapitalized. The Company's growth in its last quarter
of fiscal 1997 and during the first quarter of fiscal 1998 have outpaced its
cash flow availability. Further, the Company has continued to add overhead in
connection with its plan for growth. The Company currently plans to put its own
dedicated facilities in place. However that will be dependent on its ability to
raise additional capital in the near future.

The Company's major components of cash flows are as follows:

<TABLE>
<CAPTION>
                                                             Nine Months Ended March 31,
                                                             --------------------------
                                                                 1998           1997
                                                             -----------     ----------
      <S>                                                    <C>             <C> 
      Net cash used in operating activities                  $(9,434,620)    $ (698,102)
      Net cash (used in) provided by investing activities        (72,442)       221,273
      Net cash provided by financing activities                9,063,575             --
                                                             -----------     ----------
      Net decrease in cash                                   $  (443,487)    $ (476,829)
                                                             ===========     ==========
</TABLE>

Net cash used by operating activities during the nine months ended March 31,
1998 was $9,434,620 as compared to $689,102 for the nine months ended March 31,
1997. The increase of $8,736,518 is primarily related to a net loss of
$5,419,508 for the nine months ended March 31, 1998 as compared to the net loss
of $1,237,288 for the nine months ended March 31, 1997. Further, non-cash
charges had a net increase of $1,997,535 of which the largest was for the
reduction of deferred income as of March 31, 1997, relating to the Company's
unbundled phone card terminated during the three months ended September 30,
1996. In addition, the Company had a net increase in amortization of $123,408
relating to its intangibles. Other significant operating changes, which are
primarily related to the Company's growth during the first six months of fiscal
1998, are net increases in accounts receivable and inventory of $3,029,496 and
$251,469, respectively and a decrease in accounts payable and other liabilities
of $1,342,654.

Prepaid expenses and other assets had a net increase of $420,896, primarily
related to prepaid minutes the Company had at the end of fiscal 1996 related to
the switchless unbundled product that it terminated during the three months
ended September 30, 1996.


                                                                              22
<PAGE>

The decrease in cash provided by investing activities for fiscal 1997 of
$293,715 is primarily related to the Company receiving $200,000 in cash
related to the TecLink Note during the nine months ended March 31, 1997.

The increase in cash provided by financing activities of $9,063,575 is primarily
related to the exercise of warrants to purchase 1,957,250 shares of the
Company's Common Stock at $1.50 per share and the Investment Agreement entered
into by the Company and Premiere, pursuant to which Premiere acquired 61,050
shares of the Company's Series A Preferred Stock.

To date, capital expenditures have not been material.

The Company, during fiscal 1997, acquired the customer bases of certain of its
distributors through the release of their outstanding obligations to the
Company. In connection with one of these transactions, the Company issued a
$182,000 note payable with interest at 8% per annum. The payments under this
note commence November 1, 1997 with the last payment being due October 1, 1998.

In connection with the Company's plan to commence a carrier services division,
the Company entered into an agreement for the acquisition of all of the
outstanding shares of Ameridial, Inc., in exchange for 52,632 shares of the
Company's common stock, on October 31, 1997. The objective of the division is to
broker rates between carriers as well as negotiate rates for the Company as it
introduces its current brands under an unbundled arrangement and introduces new
services. To date the Company has not realized the anticipated benefits from the
acquisition of Ameridial and accordingly, has begun negotiations to revise the
original acquisition terms.

      On March 31, 1998, the Company entered into an agreement with Premiere
(the "Investment Agreement") in which Premiere received 61,050 shares of $.001
par value voting Series A Preferred Stock, valued by the Board of Directors at
$6,105,093 which represented Premiere's outstanding accounts receivable balance
as of that date. The $6,105,093 included $4,636,981 which was attributable to
Cards purchased in the normal course of business with the $1,468,112
representing a one-time charge on March 31, 1998 from Premiere for extra minutes
processed by Premiere on Cards activated by the Company. The $1,468,112 was
charged to operations during the quarter ended March 31, 1998. The Series A
Preferred Stock is convertible into Common Stock at any time at Premiere's
option and the Company has the right to require Premiere to convert the
Preferred Stock after March 31, 1999. The Certificate of Designation for the
Series A Preferred Stock provides for certain voting, liquidation, and
registration rights and calculates the conversion by multiplying 61,050, the
number of shares of Series A Preferred Stock issued in connection with the
Investment Agreement, by $100, the Investment Amount as defined in the
Certificate of Designation and then dividing by $10.395, the Conversion Price as
defined in the Certificate of Designation, resulting in a total of 587,302
shares of Common Stock to be issued under the Investment Agreement. The Company 


                                                                              23
<PAGE>

may call the redemption of each share of Series A Preferred Stock at any time
for $100 a share plus accrued dividends.

      Although the Company believes that its cash flow is sufficient to fund
current operations, excluding expansion of services and acquisitions, for the
next twelve months, to date, the Company has financed its operations through two
offerings under Rule 504 of Regulation D and the exercise of $1.50 Warrants to
purchase the Company's Common Stock which aggregated $1,000,000 and $3,437,248,
respectively, in proceeds to the Company. Due to the operating losses, the
Company remains undercapitalized and cannot finance its expansion as quickly as
opportunities arise. In order for the Company to be successful in its current
plans for expansion of services, to continue with its plans to establish itself
as a facilities-based carrier, and to make acquisitions as the opportunity
appears, the Company will be required to obtain significant additional
financing. To date, the Company has no existing bank lines of credit and has not
established any sources of such financing other than the credit terms provided
by Premiere. There can be no assurance that such financing will be available on
acceptable terms, or at all, to the Company.


Item 3. Quantitative and Qualitative Disclosure of Market Risks

      The Company does not hold any derivatives or investments that are subject
to market risk. The carrying values of financial instruments, including cash and
note receivable at June 30, 1996, and cash and note payable at June 30, 1997 and
March 31, 1998, approximate fair value as of those dates because of the
relatively short-term maturity of these instruments which eliminates any
potential market risk associated with such instruments.


                                                                              24
<PAGE>

                                                              DigiTEC 2000, Inc.
                                                                and Subsidiaries
                                                      (formerly Promo Tel, Inc.)

                                                     Part II - Other Information

Item 1.     Legal Proceedings
            -----------------

            In June of 1996, the Company became a co-defendant in a legal action
            in the Circuit Court for the First Judicial District of Hinds County
            in Jackson, Mississippi in the case entitled Heritage Graphics Inc.,
            et. al. v. Telephone Electronics Corporation, et. al. Civ. No.
            251-96-000492. The named plaintiffs in the action are: Heritage
            Graphics, Inc.; Thomas L. Gould, Jr.; Suzanne G. Gould; and Rainey
            Scott. The named defendants in the action are: Telephone Electronics
            Corporation d/b/a TecLink; TecLink, Inc.; the Company; Asynchronous
            Technologies, Inc.; Barbara Scott; Ronald D. Anderson, Sr. d/b/a
            Anderson Engineering; Walter Frank; and Frank Magliato. The Second
            Amended Compliant filed in the action alleges a wide-spread
            conspiracy on the part of all of the defendants to destroy Heritage
            and to eliminate it as a competitor in the Internet services
            provider market. The complaint's lesser allegations are that (i)
            defendants conspired to slander the business reputations of Heritage
            and Tom Gould; and (ii) TEC and the Company are jointly and
            severally liable to it for $268,245 worth of production work and
            consulting services provided over the September to December 1995
            time period. The plaintiffs seek damages of $500 million.

            The Company believes that the plaintiffs' claims are without merit.
            Further, the Company believes that its counterclaims are
            sufficiently well grounded to offset any judgment entered against
            the Company.

            In October of 1997, the Company initiated a lawsuit against IDT
            Corporation ("IDT"), CG Com, and Carlos Gomez in the Supreme Court
            of the State of New York for the County of New York (Index No.
            604920/97). The Company initially sought and was granted a temporary
            restraining order which enjoined CG Com and Carlos Gomez from
            distributing Prepaid Phone Cards of IDT, a competitor of the
            Company, which the Company alleged was in violation of an
            Independent Master Distributor Agreement (the "Agreement") with the
            Company which provided for CG Com and Carlos Gomez to act as
            exclusive distributors of the Company's Prepaid Phone Cards in the
            State of New York. The Amended Complaint sought preliminary
            injunctive relief against both CG Com and IDT and damages for breach
            of contract by CG Com and for receivables due to the Company and for
            tortious interference with a contract by IDT. The Amended Complaint
            alleges among other things, that CG Com and Mr. Gomez are utilizing
            the distribution network established and developed as a result of
            the Agreement and that CG Com and Mr. Gomez have irreparably damaged
            the Company's reputation by disparaging its products. The Amended
            Complaint further alleges that IDT entered into its distributorship
            arrangement with CG Com and Mr. Gomez with full knowledge of the
            business relationship between the Company and those parties. The
            motion for preliminary injunctive relief was denied on November 13, 


                                                                              25
<PAGE>

            1997. The case is now in the discovery phase.

Item 2.     Changes in Securities
            ---------------------

            2(b) On March 31, 1998, the Company issued 61,050 shares of its
            Series A Preferred Stock, $.001 par value per share ("Preferred
            Stock"). The Preferred Stock is convertible into Common Stock at any
            time at the holder's option, and the Company has the right to
            require conversion of the Preferred Stock after March 31, 1999 upon
            the occurrence of certain events. The Certificate of Designation
            (the "Certificate of Designation") for the Series A Preferred Stock
            provides for certain voting, liquidation, and registration rights
            and provides for the conversion by multiplying 61,050, the number of
            shares of Preferred Stock by $100, the Investment Amount, as defined
            in the Certificate of Designation and then dividing by $10.395, the
            Conversion Price, as defined in the Certificate of Designation,
            resulting in a total of 587,302 shares of Common Stock to be
            initially issuable. The Conversion Price is subject to adjustment
            upon issuances of shares of the Company's capital stock in certain
            cases. The Company may redeem each share of Preferred Stock at any
            time for $100 a share plus accrued dividends. The Preferred Stock is
            entitled to a liquidation preference of $100 per share plus accrued
            but unpaid dividends prior to distributions to the holders of Common
            Stock. The Preferred Stock is entitled to vote, as a class with the
            Common Stock, the number of shares into which the Preferred Stock
            is convertible and is entitled to vote separately to elect two
            members of the Board of Directors if the Board consists of eight or
            less members and three directors if the Board consists of a greater
            number upon a default in conversion of Preferred Stock by the
            Company.

            2(c) On March 31, 1998, the Company entered into an agreement (the
            "Investment Agreement") with Premiere Communications, Inc.
            ("Premiere") pursuant to which Premiere received 61,050 shares of
            Preferred Stock, valued by the Board of Directors at $6,105,093
            which represented Premiere's outstanding accounts receivable balance
            as of that date. The $6,105,093 included $4,636,981 which was
            attributable to Phone Cards purchased in the normal course of
            business and the remaining $1,468,112 representing a one-time charge
            on March 31, 1998 from Premiere for extra minutes processed by
            Premiere on cards activated by the Company. The Investment Agreement
            provides for the registration of the shares of Common Stock into
            which the Preferred Stock is convertible. The Preferred Stock was
            sold in a private placement exempt from registration pursuant to
            Section 4(2) of the Securities Act of 1933, as amended.


                                                                              26
<PAGE>

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

            (a)   Exhibits
                  --------

                  Exhibit 4.1 - Certificate of Designation of DigiTEC 2000, Inc.
                  providing for the Series A Preferred Stock, dated March 31,
                  1998.

                  Exhibit 10.1 - Investment Agreement, dated as of March 31,
                  1998, between Premiere Communications, Inc and the Company.

                  Exhibit 27-Financial Data Schedule.

            (b)   Reports on Form 8-K
                  -------------------

                  None


                                                                              27
<PAGE>

                                   SIGNATURES


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



Date:  May 15, 1998         DigiTEC 2000, Inc.
                            --------------------------------------
                            (Registrant)
                           
                           
                            By: /s/ Frank C. Magliato                
                                -----------------------------------------------
                                Frank C. Magliato
                                Chief Executive Officer, President and Director
                           
                            By: /s/ Diego E. Roca
                                -----------------------------------------------
                                Diego E. Roca
                                Vice President of Operations, Treasurer
                                and Secretary (Principal Financial and
                                Accounting Officer)


                                                                              28