U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

     For  the  quarterly  period  ended  March 31,  2000

     [ ]  TRANSITIONAL  REPORT  UNDER  SECTION  13  OR  15(d)
          OF  THE  SECURITIES  EXCHANGE  ACT  OF 1934 (No Fee Required)

                          Commission File No.  0-26405


                                  CBCOM, INC.
            --------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


             Delaware                                   95-4635025
       -----------------------------------     ------------------------
       (State  or  other  jurisdiction  of        (I.R.S  Employer
        incorporation  of  organization)         Identification  No.)

     16830 Ventura Blvd., Suite 211, Encino, California  91436
  -----------------------------------------------------------------------------
                      Address of principal executive office


                                 (818)461-0800
                       ----------------------------------
                            Issuer's telephone number

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


     As  of  March 31, 2000, 17,212,240 shares  of  Common  Stock  were
outstanding.















                                       1
<PAGE>
PART I  -  FINANCIAL  INFORMATION
Item 1.  Financial Statements
                                   CBCOM, INC.
                          (a development stage company)
                                 BALANCE SHEETS

                                              December           March
                                              31, 1999          31, 2000
                                             --------------   -------------
Assets                                                          (Unaudited)
Current assets:
 Cash                                        $       31,844   $       10,150
 Prepaid expenses                                     4,771           24,771
                                             --------------    -------------
Total current assets                                 36,615           34,921
                                             --------------    -------------
Property, plant and equipment, net                   53,288           48,567

Other assets:
 Deposit                                             19,897           29,722
 Prepaid interest                                   165,000          146,667
 Prepaid rent in Beijing representation office      197,917          182,292
                                             --------------    -------------
Total other assets                                  382,814          358,681
                                             --------------    -------------
Total assets                                $       472,717   $      442,169
                                             ==============    =============
Liabilities and Shareholders' Deficit
Current liabilities:
 Accounts payable                           $       331,412   $      301,924
 Salaries payable - Former CEO                      363,649          134,021
 Salaries payable - other                           557,250          631,701
 Accrued expenses                                   129,922          155,226
 Income tax payable                                   2,400            2,400
 Capital lease obligation - current                  32,433           32,433
 Loan payable - shareholders                         11,988          195,088
                                             --------------    -------------
Total current liabilities                         1,429,054        1,452,793

Loan from related party                             157,184          386,811
                                             --------------    -------------
Total liabilities                                 1,586,238        1,839,604

Shareholders' Deficit
 Common stock; par value $0.001 per share,
  100,000,000 shares authorized and                  17,212           17,212
  17,212,240 shares issued and outstanding
 Additional paid-in capital                       6,021,944        6,021,944
 Subscription receivable                             (1,300 )         (1,250 )
 Accumulated deficit                             (7,151,377 )     (7,435,341 )
                                             --------------    -------------
Total shareholders' deficit                      (1,113,521 )     (1,397,435 )
                                             --------------    -------------
Total liabilities and shareholders' deficit $       472,717   $      442,169
                                             ==============    =============
                 See accompanying notes to financial statements.
                                      F-1
                                       2
<PAGE>
                                   CBCOM, INC.
                          (a development stage company)

                            STATEMENTS OF OPERATIONS

                                                                      From
                                                                    Inception
                                                                    (April 23,
                                                                     1997) to
                                   Three Months Ended March 31,      March 31,
                                   ----------------------------
                                      1999              2000           2000
                                    -----------     -----------    -----------
                                    (Unaudited)     (Unaudited)    (Unaudited)

Net sales                           $        -     $        -      $         -

Cost of sales                                -              -                -
                                   -----------     ----------      -----------
Gross profit                                 -              -                -

Selling expense                              -              -                -

General and administrative expense     363,282        265,631        6,886,234

Merger transaction expense                   -              -          399,950
                                   -----------     ----------      -----------
Loss from operations                  (363,282 )     (265,631 )     (7,286,184 )

Other income (expense):
   Interest expense, net                     -        (18,333 )       (141,202 )
   Other, net                                -              -           (5,555 )
                                   -----------     ----------      -----------
Loss before income taxes              (363,282 )     (283,964 )     (7,432,941 )

Income tax provision                         -              -            2,400
                                   -----------     ----------      -----------
Net loss                           $  (363,282 )   $ (283,964 )    $(7,435,341 )
                                   ===========     ==========      ===========
Weighted average number of common
    shares outstanding              15,327,500     17,212,240
                                   ===========     ==========
Basic and diluted loss per share   $     (0.02 )   $    (0.02 )
                                   ===========     ==========




                See accompanying notes to financial statements.




                                      F-2


                                       3
<PAGE>
                                   CBCOM, INC.
                          (a development stage company)

                            STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents


                                                                     From
                                                                   Inception
                                                                  (April 23,
                                                                   1997) to
                              Three Months Ended March 31,         March 31,
                              ------------------------------
                               1999               2000               2000
                              -----------     -----------         -----------
                              (Unaudited)     (Unaudited)         (Unaudited)

Cash flows from operating
  activities:
  Net loss                   $  (363,282 )    $ (283,964 )      $   (7,435,341 )

  Adjustments to reconcile
   net loss to net cash
   provided by (used in)
   operating activities:
  Depreciation and amortization   19,776          20,346                63,398
  Write-off assets in Beijing          -               -               187,500
  Write-off of pager inventory    31,779               -               136,620
  Issuance of stock for
    signing bonus                      -               -               436,625
  Forgiveness of interest on
    shareholder's loan                 -               -                52,836
  Compensation cost related
    to options granted                 -               -               131,250
  Issuance of stock for promotion
    and facilitation service           -               -               623,750
  Issuance of stock for payroll
    expense                            -               -               560,000
  Issuance of stock for
    merger transaction
    expenses                           -               -               250,000
  Increase(decrease) in
    cash from changes in:
  Receivables                     (12,982 )            -                     -
  Pager inventory                 (11,800 )            -              (136,620 )
  Deposits                              -         (9,825 )             (29,722 )
  Prepaids                              -         (1,667 )            (163,145 )
  Accounts payable                 21,766        (29,488 )             301,924
  Salaries payable -
    former CEO                          -       (229,627 )             134,021
  Salaries payable - other        126,850         74,450               631,701
  Accrued liabilities and           8,410         25,304               157,626
    income tax payable
                                ---------     ----------           -----------
Net cash used in operating       (179,483 )     (434,671 )          (3,771,287 )
    activities                  ---------     ----------           -----------

                                       F-3
                                        4
<PAGE>
                                                                     From
                                                                   Inception
                                                                  (April 23,
                                                                   1997) to
                              Three Months Ended March 31,         March 31,
                              ------------------------------
                               1999               2000               2000
                              -----------     -----------         -----------
                              (Unaudited)     (Unaudited)         (Unaudited)

Cash flows from investing
    activities:
  Purchase of furniture and
     equipment                          -              -               (64,336 )
  Refund of purchase price on
     a piece of furniture               -              -                   500
                                ---------     ----------           -----------
Net cash provided by
investing activities                    -              -               (63,836 )
                                ---------     ----------           -----------
Cash flows from financing
     activities:
  Repayment of capital lease            -              -                   (71 )
  Proceeds from shareholder
     loans                              -        183,100             2,829,719
  Repayments to
     shareholders                       -              -              (226,261 )
  Proceeds from related
     party Loans                        -        229,627               386,811
  Proceeds from issuance of
     Stock and warrants           150,000             50               855,075
                                ---------     ----------            ----------
  Net cash provided by
    financing activities          150,000        412,777             3,845,273
                                ---------     ----------            ----------
Net increase (decrease) in
   cash and cash equivalents     (179,483 )      (21,694 )              10,150

Cash and cash equivalents,        240,000         31,844                     -
   beginning of period          ---------     ----------            ----------

Cash and cash equivalents,
   end of period                $ 240,000     $   10,150            $   10,150
                                =========     ==========            ==========

Supplementary information:
Cash paid during the year:
   Interest                     $       -     $        -            $    5,563
                                =========     ==========            ==========

Supplemental disclosure of
  non - cash activities:
 Issuance of stock to purchase
   selected assets in CBCom
    Beijing                             -              -               187,500
                                      F-4

                                       5
<PAGE>
                                                                    From
                                                                   Inception
                                                                  (April 23,
                                                                   1997) to
                              Three Months Ended March 31,         March 31,
                              ------------------------------
                               1999               2000               2000
                              -----------     -----------         -----------
                              (Unaudited)     (Unaudited)         (Unaudited)

 Capital lease                          -              -               32,504
 Issuance of stock for
   signing bonus                        -              -              436,625
 Issuance of stock for
   prepaid rents in Beijing             -              -              312,500
 Conversion of
   shareholder's loan                   -              -            2,408,370
 Issuance of stock for
   directors' compensation              -              -              560,000
 Issuance of stock for promotion
    and facilitation service            -              -              623,750
 Issuance of stock for merger
    transaction expenses                -              -              250,000
 Deemed interest for
    Polmont                       220,000              -              220,000
 Forgiveness of interest
   accrued                     $        -     $        -           $   46,437
                               ==========     ==========           ==========





















                 See accompanying notes to financial statements.





                                      F-5


                                       6
<PAGE>
                                    CBCOM, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS


     (Information as of March 31,  2000 and for the three months ended March 31,
1999 and 2000, respectively, is unaudited)

1. The Organization and Business

     CBCom, Inc. ("the Company") was incorporated under the laws of the State of
Delaware  on April  23,  1997 and is  registered  to do  business  as a  foreign
corporation in the State of California.  The strategic mission of the Company is
to  participate  in  the  development  of   telecommunication,   Internet,   and
information  service  businesses in the People's  Republic of China. The Company
will seek to acquire  existing  Internet  Service  Providers (ISP) and web based
Internet  content  providers (ICP) and operates through a series of Sino-foreign
joint venture companies.  The Company previously  established a joint venture in
order to operate in the pager network business in China;  however,  this venture
was closed due to the inability at that time to raise sufficient capital.

     The Company incurred consecutive losses in 1997, 1998, and 1999 and for the
first  quarter  of 2000 and had  negative  working  capital  in 1998  and  1999,
respectively,  that raises  substantial doubt about its ability to continue as a
going  concern.   Historically,   one  of  the  Company's  directors  and  major
shareholders  provided  the Company  with  substantial  financing  sources.  The
director has provided a letter of support  indicating that he pledges to provide
continuous  financial  support to enable the  Company  to  satisfy  its  working
capital  requirements  and to complete its  commitments  to the Company's  joint
venture  projects on a going  concern  basis.  While there is no assurance  that
funding will be available, the Company is continuing to actively seek funding to
complete  the  Shanghai  joint  venture   project  through  equity  and/or  debt
financing.  There  is an  uncertainty  that  management  fund  raising  will  be
successful.  The accompanying financial statements do not include any provisions
or adjustments, which might result from the outcome of the uncertainty discussed
above.

2.  Presentation of Interim Information

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-QSB and Item 310 of regulation
S-B.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.   The  accompanying   unaudited  financial  statements  reflect  all
adjustments that, in the opinion of the management, are considered necessary for
a fair presentation of the financial position,  results of operations,  and cash
flows for the periods presented.  The results of operations for such periods are
not necessarily  indicative of the results  expected for the full fiscal year or
for any future period. The accompanying  financial  statements should be read in
conjunction with the audited  consolidated  financial  statements of the Company
included in the Company's Form 10-KSB for the year ended December 31, 1999.


                                      F-6

                                       7
<PAGE>
3.  Related Party Transactions

Employment Agreements

     The Company had a five-year employment agreement starting from May 17, 1997
with the former CEO who left the  Company  in January  1999.  He filed a lawsuit
against the Company for the unpaid compensation of $520,833 through May 17, 1999
plus $30,000 for repurchasing the shares currently owned by him and the relevant
compensation  remaining on his  employment  agreement.  In  accordance  with the
employment  agreement,  the  former  CEO's  annual  base  salary  and bonus were
guaranteed up to May 15,  1999 by 800,000 shares of a publicly traded  company's
common  stock in an escrow  account,  which  were  owned by  Polmont  Investment
Limited.

4.  Related Party Transactions

     On January 21,  1999, the Company entered into a settlement  agreement with
the former CEO as follows:  (1) the  delayed  compensation  of $520,833 would be
paid by the proceeds from the sale of the asset held in the escrow account;  and
(2) both parties agreed to submit any remaining  compensation  claims to binding
arbitration.  To the  extent  that the  former  CEO wins an award in  excess  of
$550,833,  he will be authorized to sell remaining  shares in the escrow account
to the extent of 3,500  shares per day;  and  (3) the  former CEO agreed to look
solely to the escrowed shares for his satisfaction of his claim in this lawsuit,
waive any claim for damages in excess of their value, and generally  release all
parties to this lawsuit,  such release being subject to the  performance  of the
obligations of the related defendants. As of March 31, 2000, the escrow has sold
190,000  shares for  proceeds  of  $386,812;  accordingly  the amount due to the
former CEO was reduced to $134,021.

     Based upon the above settlement agreement, the Company understands that the
total  obligation  to Polmont  will depend on the market  value of these  shares
remaining in the escrow account. As of March 31, 2000, there were 610,000 shares
remaining in the escrow account with a market price of $1,982,000.  According to
the agreement  between the Company and Polmont,  the Company will  recognize the
corresponding  loan  payable to Polmont as shares are sold and the  proceeds are
used to settle its obligation to the former CEO.

Shareholder loans

     During the three months ended March 31,  2000, the principal shareholder of
the Company provided $183,100 cash to fund the Company's  operations.  According
to the  agreement  between  the  principal  shareholder  and  the  Company,  the
principal  shareholder  will continue to provide funds to the Company on a going
forward basis and that any balance of loan payable to the principal  shareholder
should be due on  April 24,  2000  bearing  an  interest  rate of 7% per  annum.
According to the agreement,  the principal shareholder has the option to convert
his  outstanding  loan balance into the  Company's  common stock at a conversion
price of $0.50 per share at any time prior to the maturity  date.  The agreement
also specified that the conversion price may be adjusted if the Company shall at
any  time  undergo  a stock  split,  stock  dividend  or  other  combination  or
subdivision that does not involve payment of consideration  for such shares.  As
of  March 31,  2000,  the  principal  shareholder  waived his  accrued  interest
receivable of $642.

                                      F-7

                                       8
<PAGE>
5. Subsequent Events

     On April 24, 2000 the Company extended the note between the Company and the
principal  shareholder for one additional year to April 24,  2001. The principal
shareholder  retains the option to convert his outstanding loan balance into the
Company's  Common Stock;  however,  the conversion  price for all loans advanced
after April 24, 2000 will be $1.00 per share.

     The Company  filed  Form 211 with the NASD to initiate a listing on the OTC
Bulletin Board and is awaiting notification.



































                                      F-8

                                       9
<PAGE>
     ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS.

Forward Looking Statements

     THIS QUARTERLY  REPORT ON FORM 10-QSB CONTAINS  FORWARD-LOOKING  STATEMENTS
WITHIN THE MEANING OF SECTION 27A OF THE  SECURITIES ACT OF 1933 AND SECTION 21E
OF THE  SECURITIES  EXCHANGE ACT OF 1934.  THE  COMPANY'S  ACTUAL  RESULTS COULD
DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING  STATEMENTS.  WHEN
THE COMPANY USES WORDS "ANTICIPATE,"  "BELIEVE," "ESTIMATE," "EXPECT," "INTEND,"
AND  OTHER  SIMILAR   EXPRESSIONS,   THEY  GENERALLY  IDENTIFY   FORWARD-LOOKING
STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE, FOR EXAMPLE, STATEMENTS RELATING
TO  ACQUISITIONS  AND RELATED  FINANCIAL  INFORMATION,  DEVELOPMENT  ACTIVITIES,
BUSINESS  STRATEGY  AND  PROSPECTS,  FUTURE  CAPITAL  EXPENDITURES,  SOURCES AND
AVAILABILITY OF CAPITAL,  ENVIRONMENTAL  AND OTHER  REGULATIONS AND COMPETITION.
INVESTORS SHOULD EXERCISE CAUTION IN INTERPRETING AND RELYING ON FORWARD-LOOKING
STATEMENTS SINCE THEY INVOLVE KNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH
ARE, IN SOME CASES, BEYOND THE COMPANY'S CONTROL AND COULD MATERIALLY AFFECT THE
COMPANY'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS.

Financial Condition at March 31, 2000

     The Company had an accumulated  deficit of $7,435,341 as of March 31, 2000.
Since its inception in 1997, the Company has suffered  consecutive losses in the
fiscal years ended  December 31, 1997,  1998,  and 1999. The Company had $10,150
cash on hand at March 31, 2000.

Results of Operations

     The First  Quarter Ended March 31, 2000 Compared to The First Quarter Ended
March 31, 1999

     The  general  and  administrative  expense  results of  operations  for the
quarter ending March 31, 2000 was $265,631  compared to $363,282 for the quarter
ending  March 31,  1999.  The  components  of these  general and  administrative
expenses  included  $148,350  of  compensation  expense  (of which  $79,700  was
accrued), $32,125 of rental expense for both the Beijing and California offices,
and  $48,043  in legal and  accounting  fees.  The  decrease  of  $97651  mainly
represents the decrease of $24,200 in management salaries, $15,000 in investment
banking fees and $55,000 in business development expenses of the Beijing office.

     The  interest  expense  for the quarter  ending  March 31, 2000 was $18,333
compared to $0 for the quarter  ending March 31, 1999.  The increase in interest
expense was due mainly to the  amortization of the deemed  interest  expense for
the purchase  right  assigned to Polmont to acquire the 500,000 shares of common
stock  currently  owned  by the  ex-CEO.  See the  Note 4  about  related  party
transactions for more information.

Plan of Operation

     CBCom   was   formed   to   develop    telecommunications    projects   and
Internet-related  information  services in the People's Republic of China. CBCom
establishes  joint  venture  partnerships  with  Chinese  companies  having data
networking  technologies or customer bases to which CBCom will contribute United
States  technology  and management  resources.  In order to execute its Business

                                      F-9
                                       10
<PAGE>
Plan,  CBCom  plans to list its  common  shares  on the OTC  Bulletin  Board and
undertakes a Private Placement of $5.0-10.0  million.  The funds will be used to
capitalize  the joint venture  partnerships  and acquire  Internet  companies in
China.  If CBCom is unable to raise  funds  through  a  Private  Placement,  the
company would be dependent upon its major  shareholders for funds and would have
to alter its acquisition strategy and timetable.

     To limit the use of valuable cash reserves,  CBCom will negotiate its first
acquisitions  using only CBCom shares.  The terms of any  acquisition  must give
operating  control of the  acquired  business to CBCom.  CBCom will  provide the
necessary  operating cash as well as management  and technical  staff to operate
the  consolidated  business.  There is good cause to believe  that owners of the
ISPs in China  will  welcome  the  opportunity  to own stock in a United  States
public company.


     E-Commerce  has not yet become a  mainstream  business in China,  as credit
cards  are  essentially  non-existent,  and its  parcel  delivery  services  are
inadequate.  ICP  businesses  offering free  information  and services  financed
solely by web site "banner ads" are not yet profitable. The most secure Internet
revenues are those paid to the Internet Service Providers,  as anyone wishing to
access the Internet must pay access fees.  There is a large profit potential for
ISPs both now and in the foreseeable future.

     Entering this business is attractive, as start-up costs are relatively low.
This has  resulted in a large number of small,  unsuccessful  ISPs and ICPs that
are  under  capitalized.  The  typical  smaller  ISP is unable  to  support  its
overhead, even less capable of proper marketing,  and is thus unable to increase
its subscribers enough to turn a profit.

     CBCom  plans an  aggressive  series of mergers,  acquisitions,  and service
expansions.  CBCom will offer  convenient  accessibility  through  local  access
numbers  nationwide,  fast access speeds,  high quality  customer  support,  and
user-friendly  services,  all of which are  currently  lacking  in China but are
taken for granted in America.  Internet Content will include unique and targeted
applications  on its  various  web  sites  thereby  drawing  an  ever-increasing
customer  base to its ISP business,  as well as  generating  revenue by charging
fees for specialized information and service web sites.

     In order to quickly reach a profitable  number of subscribers,  CBCom plans
to acquire a number of smaller ISPs and by using current technology, combine the
existing customers into a single ISP. The infrastructure  requirements of a very
small ISP are  essentially  the same as that of a very large ISP and the cost to
maintain  operations  are virtually  fixed.  Therefore the single most important
component  of  profitability  is a high  number  of  subscribers.  By  acquiring
existing businesses,  CBCom will immediately benefit from achieving economies of
scale.

     CBCom has entered into a memorandum of  understanding  with Shanghai  Stock
Exchange    Communication    Co.,   Ltd.   ("SSECC")   and   Shanghai   Xingtong
Telecommunications  Science & Technology Co., Ltd. to form a Sino-foreign  joint
venture to develop a financial  data  network in China called  "China  Financial
Network" or "CFN".  SSECC is a subsidiary of the Shanghai Stock Exchange  formed
as a joint venture  between  Shanghai  Stock Exchange and Shanghai Stock Central
                                      F-10

                                       11
<PAGE>
Clearing Company. The memorandum  contemplates that SSECC will provide access to
its existing satellite communication system as well as licenses, permissions and
rights to use the logo, name and  promotional  information of the Shanghai Stock
Exchange.  Shanghai  Xingtong  Telecommunications  will  participate  in network
design and management to ensure efficient  utilization of the satellite  network
and will  provide  technical  assistance.  CBCom will  provide the  resources to
collect and compile  global  financial  information,  United States  technology,
management resources and capital.

     The  memorandum of  understanding  anticipates  the project  planned in two
phases.  Phase I is to market and  distribute  financial  information in Chinese
provided by the  Shanghai  Stock  Exchange  over a network to various  terminals
throughout  China,   exclusively  targeting  Chinese   stockbrokers,   financial
institutions  and  corporate  users.  The  financial  information  provided will
include prices for commodities and futures,  precious  metals,  Asian and global
equities  and  foreign   currencies,   global  market   indexes  and  real  time
international  news and commentary.  The  information  provided will differ from
information  provided by competitors in that it will be entirely in Chinese at a
lower rate. Phase II is to market to individual  consumers  real-time  financial
data,  news  and  on-line  investment  trading  bundled  as  a  single  service,
developing into the equivalent of a commercial Internet Service Provider.

     The parties to the  memorandum  must enter into a joint  venture and obtain
the required approvals from the Chinese  government  authorities by December 31,
2000 (the original  deadline was June 30, 2000) or may lose the exclusive  right
to the use of the SSECC  satellite  communication  system.  CBCom  has  advanced
$250,000 in start-up  expenses which was expensed during 1998 and which could be
credited  toward its capital  contribution to the joint venture company when the
joint  venture  is  completed.  If the  joint  venture  has not  been set up and
exclusive licenses to use the satellite  communication network owned by Shanghai
Stock  Exchange and use the logo and name of Shanghai  Stock  Exchange  have not
been  obtained,  the issuance of  promotional  stock to Sinoway,  Ltd.  could be
cancelled.

     CBCom intends to continue its sale of the Microtron 2000 in addition to the
development of the joint venture project for the creation of the China Financial
Network. CBCom believes that the Shanghai Stock Exchange and its members provide
a ready market for the sale of the Microtron  2000 and its capability to receive
stock quotes.

Liquidity and Capital Resources

     The Company has suffered  losses in 1997,  1998, 1999 and the first quarter
of 2000 and had negative working capital in all of these periods.  The operating
activities of the Company have been funded by the principal  shareholders in the
form of equity and shareholder loans. Funds loaned by the principal  shareholder
to the Company  amounted to $679,000 in 1998,  $137,000 in 1999 and  $183,100 in
the first  quarter of 2000.  During 1999,  the Company  raised  money  through a
series of private  placements  obtaining net proceeds of $304,000  after selling
commissions.

     One the Company's directors and major shareholders continues to provide the
Company with substantial  financing sources.  The director has provided a letter
of support indicating that he pledges to provide continuous financial support to
enable the Company to satisfy its working capital  requirements  and to complete
its commitments to its joint venture  projects.  The consecutive  losses and the
                                      F-11

                                       12
<PAGE>
negative working capital  situation raise  substantial doubt about the company's
ability to continue as a going concern. While there is no assurance that funding
will be  available,  the  Company is  continuing  to  actively  seek  funding to
complete its joint venture projects and execute its Business Plan through equity
and/or debt financing. Without outside funding, the Company is totally dependent
upon its major shareholders and would need to reconsider its Business Plan.




                           PART II - OTHER INFORMATION

                                   CBCOM, INC.

                                 MARCH 31, 2000

Item 1.   Legal Proceedings

     CBCom entered into a settlement  agreement with Bernard Luskin,  the former
Chief  Executive  Officer of CBCom,  in  January,1999,  settling an  outstanding
dispute for unpaid salary and other  compensation.  Mr. Luskin had an employment
contract  with CBCom which  guaranteed  payment of his salary  through an escrow
account  containing  800,000 shares of common stock of Amtec, Inc., which shares
were pledged by Polmont Investments,  Ltd., a British Virgin Islands corporation
controlled by one of the principal stockholders of CBCom.

     Through the  settlement,  the parties  agreed that Mr.  Luskin will receive
unpaid salary and bonus through May 15, 1999 totaling  $520,833 plus  additional
compensation as may be determined by binding arbitration;  but in no event shall
CBCom's  liability  exceed  the  value of the  shares  held in  escrow.  . As of
March 31,  2000,  the escrow has sold  190,000  shares for proceeds of $386,812;
accordingly the amount due to the former CEO was reduced to $134,021. Mr. Luskin
waived any rights to satisfy any claims against CBCom from any assets other than
those shares held in the escrow account. CBCom is obligated to repay Polmont the
amount it paid to Mr. Luskin from the sale of its Amtec,  Inc.  shares.  Polmont
has  agreed to accept  payment  in the form of shares of CBCom,  Inc.  valued at
$0.50 per share.  Due to the nature of this  off-balance  sheet  financing,  the
Company recognized prepaid interest of $220,000 and the corresponding  amount in
additional paid-in capital and amortized the prepaid interest over the period of
three years.

     On August 30, 1999, a lawsuit was filed in the Superior  Court of the State
of  California  against  CBCom,  Inc.,  Max Sun,  and Charles  Lesser  (Case No.
LCO49888) by Com VU  Corporation,  a Delaware  corporation,  based on an alleged
breach of a prior agreement between CBCom and Com VU. The parties entered into a
merger agreement on March 26, 1999,  which merger was never effected.  Com VU is
alleging  CBCom (i) failed to  consummate  the merger by failure to use its best
efforts  to effect it (ii)  failed to pay  $50,000 in  outstanding  debts to two
shareholders on behalf of Com Vu (iii)  terminated the agreement  improperly and
(iv)  breached a covenant of good  faith.  Com Vu is  requesting  payment of the
$50,000  plus  losses of  approximately  $15,000 in  expenses  and costs.  CBCom
disputes  the  allegations  of the  claims  and  intends  to defend  the  action
vigorously.
                                      F-12

                                       13
<PAGE>
Item 2.   Changes in Securities

         None

Item 3. Defaults upon Senior Securities

         Not applicable

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

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

       (a)  Exhibits.  None

(b)  Reports on Form 8-K.  None


                                   SIGNATURES

     Pursuant  to the  requirements  of Section  13 or 15 (d) 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,  in the city of Encino,
California, on the 12th day of May, 2000.

                             CBCOM, INC.


                             By  /s/ Chian Yi Sun
                                ----------------------------
                                     Chian Yi Sun
                                     Chairman of the Board

                             By  /s/ Charles A. Lesser
                                ----------------------------
                                     Charles A. Lesser
                                     Chief Financial Officer










                                      F-13

                                       14