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 September 30, 1997.

|_|   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

Former name, former address and former fiscal year, if changes since last
report.

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 |_|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by checkmark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
                                 Yes |_| No |_|

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date.

Common Stock, $.001 par value, 5,064,801 outstanding as of November 18, 1997.
<PAGE>

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

                                                                           Index
================================================================================

Part I - Financial Information

         Item 1. Consolidated Financial Statements:

               Balance sheets as of September 30, 1997 and
                  June 30, 1997                                               3
               Statements of operations for the three months
                  ended September 30, 1997 and 1996                           4
               Statement of stockholders' equity (deficit) for
                  the three months ended September 30, 1997                   5
               Statements of cash flows for the three months
                  ended September 30, 1997 and 1996                           6
               Notes to consolidated financial statements                  7-15

         Item 2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         16-21

               Risk Factors                                                22-23

Part II - Other Information

         Items 1-6                                                         24-25

         Signatures                                                           26


                                                                               2
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                                     Consolidated Balance Sheets
                                                                     (Unaudited)
================================================================================

<TABLE>
<CAPTION>
                                                       September 30, 1997    June 30, 1997
------------------------------------------------------------------------------------------
<S>                                                          <C>              <C>         
Assets
Current:
  Cash                                                       $   480,627      $   727,197 
  Accounts receivable, net of allowance for bad debts                                     
    of $75,000 and $60,000, respectively                       1,961,785        1,868,227 
  Inventory                                                      802,677          218,877 
  Prepaid expenses                                                27,434           11,814 
------------------------------------------------------------------------------------------
        Total current assets                                   3,272,523        2,826,115 
Property and equipment, net                                       96,559           64,397 
Intangibles, net                                                 550,792          606,920 
Other assets                                                      29,291           29,291 
------------------------------------------------------------------------------------------
                                                             $ 3,949,165      $ 3,526,723 
==========================================================================================
Liabilities and Stockholders' Equity (Deficit)                                            
Current:                                                                                  
  Accounts payable                                           $ 3,273,668      $ 2,842,891 
  Accrued expenses and other current liabilities                 307,676          290,799 
  Note payable - current                                         182,000          117,610 
  Net liabilities of discontinued operations                      97,774          211,502 
------------------------------------------------------------------------------------------
        Total current liabilities                              3,861,118        3,462,802 
Note payable                                                          --           64,390 
Deferred rent                                                     71,000           71,000 
------------------------------------------------------------------------------------------
        Total liabilities                                      3,932,118        3,598,192 
------------------------------------------------------------------------------------------
Commitments and contingencies                                                             
Stockholders' equity (deficit):                                                           
  Preferred stock, $.001 par value, 1,000,000 shares                                      
    authorized; no shares outstanding                                 --               -- 
  Common stock, $.001 par value, 100,000,000 shares                                       
    authorized; 4,879,668 and 4,858,418 shares issued                                     
    and outstanding, respectively                                  4,879            4,858 
  Additional paid-in capital                                   3,634,316        3,602,462 
  Accumulated deficit                                         (3,622,148)      (3,678,789)
------------------------------------------------------------------------------------------
        Total stockholders' equity (deficit)                      17,047          (71,469)
------------------------------------------------------------------------------------------
                                                             $ 3,949,165      $ 3,526,723 
==========================================================================================
</TABLE>


                    See accompanying notes to consolidated financial statements.

                                                                               3
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                           Consolidated Statements of Operations
                                                                     (Unaudited)
================================================================================
Three Months Ended September 30,                           1997          1996
--------------------------------------------------------------------------------
Net sales                                              $13,322,142   $2,532,301
Cost of sales                                           12,238,339    2,623,720
--------------------------------------------------------------------------------
      Gross profit (loss)                                1,083,803      (91,419)
Selling, general and administrative expenses               921,608      297,266
--------------------------------------------------------------------------------
      Income (loss) from continuing operations             162,195     (388,685)
Loss from discontinued operations of World Access         (105,554)          --
--------------------------------------------------------------------------------
Net income (loss)                                      $    56,641   $ (388,685)
================================================================================
Net income (loss) per common share:
  From continuing operations                           $       .03   $     (.08)
  From discontinued operations                                (.02)          --
--------------------------------------------------------------------------------
                                                       $       .01   $     (.08)
================================================================================
Weighted average number of common and common
 equivalent shares outstanding                           4,858,654    4,664,427
================================================================================

                    See accompanying notes to consolidated financial statements.


                                                                               4
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                        Consolidated Statement of Stockholders' Equity (Deficit)
                                                                     (Unaudited)

================================================================================
Three Months Ended September 30, 1997
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                Common Stock                                        Total
                             -----------------       Additional  Accumulated    stockholders'
                               Shares   Amount  paid-in capital    deficit     equity (deficit)
-----------------------------------------------------------------------------------------------
<S>                          <C>        <C>          <C>         <C>              <C>          
Balance, July 1, 1997        4,858,418  $4,858       $3,602,462  $(3,678,789)     $(71,469)
For the three months ended 
 September 30, 1997:
  Exercise of warrants          21,250      21           31,854           --        31,875
  Net income                        --      --               --       56,641        56,641
-----------------------------------------------------------------------------------------------
Balance, September 30, 1997  4,879,668  $4,879       $3,634,316  $(3,622,148)     $ 17,047
===============================================================================================
</TABLE>


                    See accompanying notes to consolidated financial statements.

                                                                               5
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                           Consolidated Statements of Cash Flows
                                                                     (Unaudited)
================================================================================

Three Months Ended September 30,                             1997        1996
--------------------------------------------------------------------------------
Cash flows from operating activities:
  Net income (loss)                                       $  56,641   $(388,685)
  Adjustments to reconcile net income (loss) to
    net cash used in operating activities:
      Provision for bad debts                                15,000          --
      Amortization                                           56,128      13,262
      Depreciation                                            8,005       1,066
      Deferred income                                            --    (251,602)
      (Increase) decrease in:
        Accounts receivable                                (108,558)     14,336
        Inventory                                          (583,800)     30,788
        Prepaid expenses and other assets                   (15,620)    222,029
      Increase (decrease) in:
        Accounts payable and accrued expenses               447,654    (130,063)
--------------------------------------------------------------------------------
           Net cash used in operating activities of
             continuing operations                         (124,550)   (488,869)
  Net cash used in operating activities of
   discontinued operations                                 (113,728)         --
--------------------------------------------------------------------------------
           Net cash used in operating activities           (238,278)   (488,869)
--------------------------------------------------------------------------------
Cash flows from investing activities:
  Capital expenditures                                      (40,167)    (12,938)
  Proceeds from repayment of related party loans                 --      42,001
  Payment received on note receivable                            --     150,000
--------------------------------------------------------------------------------
           Net cash (used in) provided by investing
            activities                                      (40,167)    179,063
--------------------------------------------------------------------------------
Cash flows from financing activities:
  Proceeds from exercise of warrants                         31,875          --
--------------------------------------------------------------------------------
Net decrease in cash                                       (246,570)   (309,806)
Cash (including $367,363 of restricted cash at
   June 30, 1996), beginning of period                      727,197     509,117
--------------------------------------------------------------------------------
Cash (including $172,088 of restricted cash at
  September 30, 1996), end of period                      $ 480,627   $ 199,311
================================================================================


                                                                               6
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                      Notes To Consolidated Financial Statements
                                                                     (Unaudited)
================================================================================

1. Summary of     (a) Business
   Significant        
   Accounting         DigiTEC 2000, Inc. (formerly Promo Tel, Inc., the     
   Policies           "Company") is primarily engaged in the distribution,  
                      marketing and management of prepaid telephone calling 
                      cards. It currently markets its telephone calling card
                      products principally throughout the New York tri-state
                      metropolitan area.
                      
                      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.


                                                                               7
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                      Notes To Consolidated Financial Statements
                                                                     (Unaudited)
================================================================================

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

                      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 (Note 2), its
                      wholly-owned subsidiary, World Access Solutions, Inc.
                      ("World Access"). All significant intercompany balances
                      and transactions have been eliminated.

                      The consolidated financial statements and related notes
                      thereto as of September 30, 1997 and for the three months
                      ended September 30, 1997 and 1996 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.


                                                                               8
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                      Notes To Consolidated Financial Statements
                                                                     (Unaudited)
================================================================================

                  (d) Deferred Rent

                      The Company accounts for rent on a straight-line basis
                      over the term of the leases. No adjustment was necessary
                      for the three months ended September 30, 1997 and 1996.

                  (e) Use of Estimates

                      In preparing the consolidated financial statements in
                      conformity with generally accepted accounting principles,
                      management is required to make estimates and assumptions
                      that affect the reported amounts of assets and liabilities
                      and the disclosure of contingent assets and liabilities at
                      the date of the consolidated financial statements and
                      revenues and expenses during the reported period. Actual
                      results could differ from those estimates.

                  (f) Revenue Recognition

                      Sales of branded prepaid phone cards, purchased from third
                      parties for which the Company acts solely as a
                      distributor, are recognized upon delivery.

                      Sales of proprietary branded prepaid phone cards are
                      deferred and recognized upon completion of telephone calls
                      by end users. Sales under this program were terminated
                      during the three months ended September 30, 1996.

                  (g) Inventory

                      Inventory, consisting primarily of telephone calling
                      cards, is stated at the lower of cost or market. Cost is
                      determined by the first-in, first-out (FIFO) method.


                                                                               9
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                      Notes To Consolidated Financial Statements
                                                                     (Unaudited)
================================================================================

                  (h) Intangibles and Amortization

                      Intangibles included the costs to acquire customer lists.
                      As part of one of the customer acquisition agreements, the
                      Company entered into an 8% per annum note payable for
                      $182,000. The note is unsecured with payments commencing
                      on November 1, 1997 and continuing until October 1, 1998.

                      The Company periodically evaluates the recoverability of
                      these intangibles based on several factors, including
                      management's intention with respect to these acquired
                      assets and the estimated future non-discounted cash flows
                      expected to be generated by such assets. To date, the
                      Company has not recorded any impairment of its
                      intangibles.

                      Amortization is computed on a straight-line basis over the
                      estimated useful lives of the intangibles which
                      approximate three years.

                  (i) Income Taxes

                      Deferred tax assets and liabilities are recorded for the
                      estimated future tax effects attributable to temporary
                      differences between the bases of assets and liabilities
                      recorded for financial and tax reporting purposes.

                  (j) Risk Concentration

                      (i) Accounts Receivable

                      As of and for the three months ended September 30, 1997,
                      one master distributor accounted for approximately 33% and
                      42% of the Company's accounts receivable and sales,
                      respectively. Subsequent to September 30, 1997, the
                      Company terminated the exclusivity clause of the
                      distribution agreement. As a result, the Company
                      anticipates that its concentration of sales to any
                      particular customer will be reduced for the year ended
                      June 30, 1998.


                                                                              10
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                      Notes To Consolidated Financial Statements
                                                                     (Unaudited)
================================================================================

                      (ii) Suppliers

                           The Company purchases its long distance products
                           primarily from two long distance providers.

                  (k) Earnings Per Share

                      Earnings (loss) per share is calculated using weighted
                      average shares outstanding during the period. 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)). Options and warrants to
                      purchase Common Stock are not included in the earnings
                      (loss) per share calculation because their effect was
                      anti-dilutive.

                  (l) Advertising Costs

                      The Company expenses all advertising costs as incurred.

                  (m) Fair Value of Financial Instruments

                      The carrying values of financial instruments, including
                      cash and note payable at June 30, 1997 and September 30,
                      1997, approximate fair value as of those dates because of
                      the relatively short-term maturity of these instruments.

                  (n) Reclassifications

                      Certain amounts as previously reported have been
                      reclassified to conform to the 1997 presentation.

                  (o) Recent Accounting Pronouncements

                      The Company adopted Statement of Financial Accounting
                      Standards ("SFAS") No. 121, "Accounting for the Impairment
                      of Long-Lived Assets and for Long-Lived Assets to be
                      Disposed of" for the year ended June 30, 1996. The
                      adoption of SFAS No. 121 did not have a material effect on
                      the Company's consolidated financial statements.


                                                                              11
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                      Notes To Consolidated Financial Statements
                                                                     (Unaudited)
================================================================================

                  In October 1995, the Financial Accounting Standards Board
                  ("FASB") issued SFAS No.123, "Accounting for Stock-Based
                  Compensation." SFAS No. 123 establishes a fair value method
                  for accounting for stock-based compensation plans either
                  through recognition or disclosure. The Company's adoption of
                  employee stock-based compensation provisions of SFAS No.123 as
                  of July 1, 1996 will require disclosure of the pro forma net
                  income and pro forma net income per share amounts assuming the
                  fair value method was adopted July 1, 1995. The adoption of
                  this standard did not impact the Company's results of
                  operations, financial position or cash flows.

                  In December 1996, the FASB issued 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 Company will adopt SFAS No.128 for the
                  three and six months ended December 31, 1997. The adoption of
                  this standard is not expected to have a material effect on the
                  Company's earnings per share.

                  In June 1997, the FASB issued SFAS No. 130, "Reporting
                  Comprehensive Income", which established standards for
                  reporting and display of comprehensive income, its components
                  and accumulated balances. Comprehensive income is defined to
                  include all changes in equity except those resulting from
                  investments by, or distributions to, owners. Among other
                  disclosures, SFAS No. 130 requires that all items that are
                  required to be recognized under current accounting standards
                  as components of comprehensive income be reported in a
                  financial statement that is displayed with the same prominence
                  as other financial statements.

                  SFAS No. 130, effective for all years beginning after December
                  31, 1997, requires comparative information for earlier years
                  to be restated and early adoption is permitted. The Company
                  intends to adopt SFAS No. 130 effective July 1, 1998. Results
                  of operations and financial position will be unaffected by
                  implementation of this standard.


                                                                              12
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                      Notes To Consolidated Financial Statements
                                                                     (Unaudited)
================================================================================

2. Related Party  (a) On January 20, 1996, the Company purchased certain       
   Transactions       internet service provider assets consisting primarily of 
                      computer hardware, software and office equipment from    
                      Telephone Electronics Corporation ("TEC") in exchange for
                      1,605,385 shares of the Company's restricted Common Stock
                      valued at approximately $1.7 million based on the        
                      estimated fair values of the assets received.            

                      TEC is a communications company headquartered in Jackson,
                      Mississippi that provides local and long distance
                      telephone exchange services and provides other
                      telecommunications services nationally.
                                
                      Subsequent to the purchase date, the purchase agreement
                      was amended to reflect certain assets which were not
                      delivered by TEC, resulting in a receivable from TEC of
                      $135,276 at June 30, 1996. In November 1996, TEC returned
                      130,259 of the Company's shares to the Company. TEC's
                      ownership interest at September 30, 1997 was approximately
                      30%.

                  (b) The Company owns 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 TEC 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


                                                                              13
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                      Notes To Consolidated Financial Statements
                                                                     (Unaudited)
================================================================================

                      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). 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 related
                      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
                      months ended September 30, 1997, the Company incurred an
                      additional loss of $105,554 on the discontinued operations
                      of World Access. The assets and liabilities of World
                      Access, adjusted for the Agreement, as of September 30,
                      1997 are as follows:


                                                                              14
<PAGE>

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

                                       Item 1. Consolidated Financial Statements
                                      Notes To Consolidated Financial Statements
                                                                     (Unaudited)
================================================================================

                      --------------------------------------------------------
                      Cash                                           $     254
                      Accounts receivable                               58,936
                      Inventory                                        123,025 
                      Receivable from Meta3                            270,000 
                      Prepaid expenses                                   3,080 
                      Equipment                                         17,017 
                      Accounts payable                                (339,900)
                      Other liabilities                               (230,186)
                      --------------------------------------------------------
                      Net liabilities of World Access                $ (97,774)
                      ======================================================== 

                      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.


                                                                              15
<PAGE>

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

                                  Item 2. Mangement's 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 was founded in 1995 to exploit the prepaid phone card sector of the
long distance phone service market.

The Company's sales are primarily derived from the resale of bundled prepaid
telephone cards. The Company resells the cards, at a discount off the face value
of the cards, to either master distributors or retail outlets, depending on the
locality of distribution. The Company's cost of sales consists primarily of the
purchase of the prepaid card at a greater discount off the face value than what
they sell it for, 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 card is 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. The Company believes that its ability to
negotiate competitive rates with its long distance providers, attract certain
master distributors and to connect with certain ethnic markets are the primary
reasons for its sales increases in fiscal 1997 and for the three months ended
September 30, 1997 as compared to the three months ended September 30, 1996.

While the Company has been able to negotiate fair and competitive rates from its
long distance providers, the Company intends to lessen its dependence on such
providers to a certain extent through the construction of its own platforms. As
a result of the deployment of the Company's own platforms, the Company would
look to negotiate more competitive rates with its long distance providers. Based
on the Company's cost analysis, the total cost per call under the platforms is
expected to be less than the bundled card product that it presently purchases.
This is expected to have positive impact on the Company's gross margins as well
as its cash generated from operations. The Company may continue to purchase the
cards as a bundled product. The Company is presently negotiating for the
construction of its platforms; however, it has not yet entered into


                                                                              16
<PAGE>

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

                                  Item 2. Mangement's Discussion and Analysis of
                                   Financial Condition and Results of Operations
================================================================================

any definitive agreements related to the purchase of such equipment to date or
the related financing of such equipment.

Three Months Ended September 30, 1997 Compared to
  Three Months Ended September 30, 1996

Sales. Sales for the three months ended September 30, 1997 increased by
$10,489,841 or 426% over the first quarter of the prior year. For the three
months ended September 30, 1996, the Company's sales were only $2,532,301
primarily due to the Company introducing its first bundled products (cards
purchased from a provider) with the Company's brand names, under an agent of
World Com Network Services, Inc. during this quarter and also competing in a
highly competitive marketplace. Further, the Company terminated selling its own
switchless unbundled products (platform switching and minutes provided by an
independent third party), which were both unreliable and not competitively
priced, and selling other competitors' cards which it had done during fiscal
1996.

During the second quarter of fiscal 1997, the Company negotiated an agreement
with Frontier Corporation ("Frontier") and later with Premiere Communications,
Inc. ("Premiere"). This resulted in the offering of more reliable and
competitively priced products by the Company that became more recognizable by
consumers, thereby increasing brand awareness. As a result, the Company's sales
for the first quarter of fiscal 1997 were $13,322,142. One master distributor
accounted for 42% of sales during the three months ended September 30, 1997. The
master distributor resold the cards to sub-distributors and retailers in credit
challenged residential areas within the New York metropolitan area. Subsequent
to September 30, 1997, the Company terminated the exclusivity clause in the
agreement with this master distributor. 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
geographic areas of distribution, the Company anticipates that its concentration
of sales with any particular customer will be significantly reduced for fiscal
1998.

Cost of Sales. The Company's cost of sales for the three months ended September
30, 1997 increased to $12,238,339 from $2,623,720 for the three months ended
September 30, 1996. The increase of $9,614,619 or 366% was primarily related to
the increase in revenues that the Company experienced in the three months ended
September 30, 1997 as compared to the first quarter in the prior year.

Gross Profit. Gross profit for the three months ended September 30, 1997 was
$1,083,803 as compared to a gross loss of $91,411 for the three months ended
September 30, 1996. During the three months ended September 30, 1996, the
Company terminated its switchless unbundled products since it had taken numerous
returns for cards that it had sold in that quarter that were unreliable and not
competitively priced. 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 that period. During the three
months ended


                                                                              17
<PAGE>

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

                                  Item 2. Mangement's Discussion and Analysis of
                                   Financial Condition and Results of Operations
================================================================================

September 30, 1997, the Company's gross profit significantly 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 three months ended September 30, 1997 increased
to $921,608 from $297,266 for the three months ended September 30, 1996. This
increase of $624,342 or 210% is primarily related to an increase in salaries and
personnel related expenses of $326,425 as the Company's employees increased to
41 full-time employees by September 30, 1997. The increase in employees has been
fueled by the increase in operations as well as the commencement of a cellular
operations division. The Company's rent expense increased to $72,543 or 242%
primarily related to rental payments under the lease for the Company's new
distribution and administrative headquarters which the Company began occupying
April 1, 1997. Advertising, repairs and maintenance and travel and entertainment
increased by $68,522, $20,155 and $27,068, respectively, primarily related to an
increase in the Company's business. The Company's professional fees also
increased by $81,871 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. Amortization related to
intangibles increased by $42,866 primarily due to the acquisition of customer
bases during fiscal 1997. Insurance expense also increased by $34,952 primarily
due to the Company obtaining directors' and officers' liability insurance at the
end of fiscal 1997. These increases were offset by a decrease of $36,672 in bad
debt expense. 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.

Income (Loss) from Continuing Operations. The increase in income from continuing
operations of $550,880 for the three months ended September 30, 1997 as compared
to September 30, 1996 is primarily related to the Company terminating its
unbundled products and replacing them with the bundled products that it
currently sells.

Loss from Discontinued Operations. As of June 30, 1997, management resolved that
it would discontinue the operations of World Access. World Access reported a net
loss from operations of $105,554 for the three months ended September 30, 1997.


                                                                              18
<PAGE>

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

                                  Item 2. Mangement's Discussion and Analysis of
                                   Financial Condition and Results of Operations
================================================================================

Liquidity and Capital Resources

Through June 30, 1997, the Company had experienced losses from continuing
operations. It has financed its operations through certain equity transactions
completed in fiscal 1996, the exercise of warrants in fiscal 1997 and through
operating cash flow. While the Company reported income for both its fourth
quarter of fiscal 1997 and first quarter of fiscal 1998, and believes that it
will be profitable for fiscal 1998, it remains significantly undercapitalized.
The Company currently has plans to put its own switching platforms in place,
however, that will be dependent on its ability to raise financing in the near
future.

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

                                                       Three Months Ended
                                                          September 30,
                                                     ---------------------
                                                       1997         1996
                                                     ---------   ---------
Net cash used in operating activities                $(238,278)  $(488,869)
Net cash (used in) provided by investing activities    (40,167)    179,063
Net cash provided by financing activities               31,875          --
                                                     ---------   ---------
Net decrease in cash                                 $(246,570)  $(309,806)
                                                     =========   =========

Net cash used by operating activities during the three months ended September
30, 1997 was $238,278 as compared to $488,869 for the three months ended
September 30, 1996. The decrease of $250,591 is primarily related to net income
of $56,641 for the three months ended September 30, 1997 as compared to the net
loss of $388,685 for the three months ended September 30, 1996. Further,
non-cash charges had a net increase of $316,407, of which the largest was for
the reduction of deferred income as of September 30, 1996 relating to the
Company's unbundled products at that time. In addition, the Company had a net
increase in amortization of $42,866 relating to its intangibles. Other
significant operating changes, which are primarily related to the Company's
growth during the first quarter of fiscal 1998, are net increases in accounts
receivable, inventory and accounts payable and other liabilities of $122,894,
$614,588 and $577,717, respectively.

The decrease in cash provided by investing activities for fiscal 1997 of
$219,230 is primarily related to the Company receiving $150,000 in cash related
to the TecLink Note during the three months ended September 30, 1996.


                                                                              19
<PAGE>

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

                                  Item 2. Mangement's Discussion and Analysis of
                                   Financial Condition and Results of Operations
================================================================================

The increase in cash provided by financing activities of $31,875 is primarily
related to the exercise of warrants to purchase 21,250 shares of the Company's
Common Stock at $1.50 per share.

In April of 1996, the Company entered into an agreement whereby it enabled the
Company to issue warrants to purchase an aggregate of 4,203,124 shares of its
Common Stock to four individuals and six corporations in exchange for trade
secrets, customer bases and other intangible property. Warrants to purchase
3,677,082 shares of the Company's Common Stock were actually issued. The
remaining warrants to purchase 526,042 shares of Common Stock were held awaiting
the delivery of certain assets to the Company. Those assets were never received
and the Company never issued the warrants to the three parties. Of the warrants
issued, warrants to purchase 1,333,334 and 2,343,748 shares of Common Stock are
exercisable at $13.20 and $1.50 per share, respectively. The warrants have a
term of five years commencing April 23, 1996 and are callable by the Company,
upon 30 days notice, at a call price of $.10 per warrant to purchase one share.
As of November 17, 1997, 530,633 shares of Common Stock have been issued related
to the exercise of warrants at $1.50 per share.

To date, capital expenditures have not been material. However, if the Company is
capable of obtaining financing to fund the purchase of equipment and software
related to switching platforms, the Company plans to purchase $1,200,000 of such
equipment and software by December 31, 1997, and would look to purchase an
additional $3,000,000 of equipment and software by December 31, 1998.

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 agreed to 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.

The Company believes that its current cash requirements can be funded by its
operations for the next twelve months. However, its plans to acquire the
switching platforms, which would eventually impact its gross margins in a
positive manner, and to continue to grow its core line of business is
significantly hampered by the Company's undercapitalization and will be
contingent on its ability to raise additional financing.

Seasonality

The business of the Company does not experience significant seasonality.

Inflation

Management does not believe that inflation has had, or is expected to have, any
significant adverse impact on the Company's financial condition or results of
operations.


                                                                              20
<PAGE>

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

                                  Item 2. Mangement's Discussion and Analysis of
                                   Financial Condition and Results of Operations
================================================================================

Recent Accounting Pronouncements

In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation." SFAS No. 123 established a fair value method for
accounting for stock-based compensation plans either through recognition or
disclosure. The Company adopted the employee stock-based compensation provision
of SFAS No. 123 by disclosing the pro forma net income and pro forma net income
per share amounts, assuming the fair value method was adopted July 1, 1995. The
adoption of this standard did not impact the Company's consolidated results of
operations, financial position or cash flow.

In December 1996, the FASB issued SFAS No. 128, "Earnings Per Share", which is
effective for both interim and annual periods ending after December 15, 1997.
SFAS No. 128 requires all prior period earnings per share data to be restated to
conform to the provisions of the statement. The Company will adopt SFAS No. 128
for the three and six months ended December 31, 1997. The adoption of this
standard is not expected to have a material effect on the Company's earnings per
share.

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income",
which established standards for reporting and display of comprehensive income,
its components and accumulated balances. Comprehensive income is defined to
include all changes in equity except those resulting from investments by, or
distributions to, owners. Among other disclosures, SFAS No. 130 requires that
all items that are required to be recognized under current accounting standards
as components of comprehensive income be reported in a financial statement that
is displayed with the same prominence as other financial statements.

SFAS No. 130, effective for all years beginning after December 31, 1997,
requires comparative information for earlier years and early adoption is
permitted. The Company intends to adopt SFAS No. 130 effective July 1, 1998.
Results of operations and financial position will be unaffected by
implementation of this standard.


                                                                              21
<PAGE>

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

                                  Item 2. Mangement's Discussion and Analysis of
                                   Financial Condition and Results of Operations
================================================================================

Risk Factors

Dependence on Long Distance Provider

The Company currently depends upon Premiere and Frontier to provide the Company
with the bundled prepaid phone cards that it resells to its customers. The
Company's ability to resell the phone cards depends upon whether it can continue
to maintain a favorable relationship with its providers. The Company's long
distance providers may terminate upon breach of certain conditions. Although the
Company believes that the likelihood of such a termination is remote, the
Company does not have a specific contingency arrangement in place to provide for
such termination.

Competition

The prepaid or debit card sector of the long distance market is highly
competitive and is affected by the constant introduction of new cards and
services by industry participants. Competition in the prepaid card sector of the
long distance business is based upon pricing, customer service and perceived
reliability of the prepaid phone cards. Several of the Company's competitors are
substantially larger and have greater financial, technical and marketing
resources than the Company. The ability of the Company to compete effectively in
the prepaid sector of the long distance market will depend upon the Company's
continued ability to provide highly reliable phone cards at prices competitive
with, or lower than, those charged by its competitors.

Financing Requirements

To date, 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 and to continue with its plans to construct its
own switching platforms, the Company will be required to obtain financing. There
can be no assurance that such financing will be available on acceptable terms,
or at all, to the Company.

Litigation

The Company and its Chief Executive Officer have been named as defendants in a
legal action in Mississippi in the case entitled Heritage Graphics,
Inc.("Heritage") vs. Telephone Electronics Corporation (see Part II, Item 1.
Legal Proceedings). The complaint alleges, among other things, that the
defendants breached a contractual agreement and conspired to have Heritage go
out of business. The complaint seeks damages of $500 million. The Company
believes that the case has no merit and intends to vigorously contest the
complaint. The case has been rescheduled to go to trial in August, 1998. There
is no assurance as to the outcome of the litigation. However, in the event of a
decision adverse to the Company, the Company's business, financial condition,
operating results and the Company's stockholders, could be materially adversely


                                                                              22
<PAGE>

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

                                  Item 2. Mangement's Discussion and Analysis of
                                   Financial Condition and Results of Operations
================================================================================

affected. While the Company has an indemnification agreement with TEC which
calls for the Company to be indemnified for all claims regarding Heritage which
arose prior to January 20, 1996, it is unknown as of this date what impact it
will have in the event of a decision adverse to the Company.

Outstanding Warrants and Options

As of November 17, 1997, the Company had warrants and options outstanding to
purchase 3,878,949 shares of the Company's Common Stock at exercise prices
ranging from $1.50 to $14.50 per share and an average price of $5.19 per share.
Warrants and options outstanding for 3,478,949 shares of Common Stock are
immediately exercisable. To the extent that the outstanding warrants and options
are exercised, dilution to the interest of the Company's stockholders may occur.
Further, the terms upon which the Company will be able to obtain additional
equity capital may be adversely affected since the holders of the outstanding
warrants and options can be expected to exercise them at a time when the Company
would, in all likelihood, be able to obtain any needed capital on terms more
favorable to the Company than those provided by the outstanding warrants and
options.

Dependence on Key Personnel

The Company is dependent on its ability to retain and motivate high quality
personnel, especially its management and any key technical personnel that may be
needed in connection with the Company's plans to construct its own switching
platform. The loss of services of any of its executive officers or key employees
could have a material adverse effect on the business, operating results or
financial condition of the Company. The Company's future success also depends on
its continuing ability to identify, attract and hire qualified personnel as it
expands its lines of business. There can be no assurance that the Company will
be able to attract and hire qualified technical and managerial personnel in the
future. The inability to attract and retain the necessary personnel could have a
material adverse effect upon the Company's business, operating results or
financial condition.

Market Listing; Volatility of Stock Price

The Company's Common Stock is traded on the OTC Bulletin Board. To date, the
trading of the Company's Common Stock has been relatively illiquid with its
market price being subject to wide fluctuations. There can be no assurance that
an active public market for the Common Stock will develop or be sustained.
Further, the market price of the Company's Common Stock will most likely
continue to be highly volatile based on quarterly results of operations,
announcements of new products or lines of business by the Company or its
competitors or other events or factors.


                                                                              23
<PAGE>

                                                              DigiTEC 2000, Inc.
                                                                  and Subsidiary
                                                      (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 heart of the complaint's allegations concerns an alleged joint
         venture. Through the vehicle of this prospective joint venture, the
         Company and others allegedly duped Heritage into surrendering its trade
         secrets, its services, its intellectual property, its expertise, etc.,
         to the Company. The complaint alleges that, in essence, the deal
         materialized, Heritage's owners never received the stock, and Heritage
         was never "rolled into" a new entity, TecLink, Inc. 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 is not aware of any evidence to support the plaintiffs'
         claim of a joint venture. 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.

         The case has been rescheduled to go to trial in August, 1998. While the
         Company has an indemnification agreement with TEC which calls for the
         Company to be indemnified for all claims regarding Heritage which arose
         prior to January 20, 1996, it is unknown as of this date what impact it
         will have in the event of a decision adverse to the Company.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         None.


                                                                              24
<PAGE>

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

                                                     Part II - Other Information
================================================================================

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

        (a) Not applicable;

        (b) Not applicable;

        (c) Not applicable.

Item 5. Other Information

        None.

Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits

            Exhibit 27-Financial Data Schedule.

        (b) Reports on Form 8-K

            None.


                                                                              25
<PAGE>

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

                                                     Part II - Other Information
================================================================================

                                   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: November 20, 1997      DigiTEC 2000, Inc.
                             ---------------------------------------------------
                             (Registrant)


                             By: /s/ Frank C. Magliato
                                 -----------------------------------------------
                                 Frank C. Magliato
                                 Chief Executive Officer, President and Director

                             By: /s/ Keith A. McGowan
                                 -----------------------------------------------
                                 Keith A. McGowan
                                 Vice President of Finance

                             By: /s/ Diego E. Roca
                                 -----------------------------------------------
                                 Diego E. Roca
                                 Vice President of Operations
                                 and Secretary


                                                                              26