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  June 30,  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 June 30, 2000, 17,997,740 shares of Common Stock were outstanding.















                                       1
<PAGE>


PART I  -  FINANCIAL  INFORMATION
Item 1.  Financial Statements
                                   CBCOM, INC.
                          (a development stage company)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                December 31,     June 30,
                                                                    1999           2000
                                                               ------------   ------------
Assets                                                                         (Unaudited)

Current assets:
<S>                                                            <C>            <C>
   Cash                                                        $    31,844    $       486
   Prepaid expenses                                                  4,771         16,407
                                                               -----------    -----------
Total current assets                                                36,615         16,893
                                                               -----------    -----------
Property, plant and equipment, net                                  53,288         43,846

Other assets:
   Deposit                                                          19,897         29,722
   Prepaid interest                                                165,000        128,334
   Prepaid rent in Beijing representation office                   197,917        166,667
                                                               -----------    -----------
Total other assets                                                 382,814        324,723
                                                               -----------    -----------
Total assets                                                   $   472,717    $   385,462
                                                               -----------    -----------

Liabilities and Shareholders' Deficit

Current liabilities:
  Accounts payable                                             $   331,412    $   298,739
  Salaries payable - Former CEO                                    363,649           --
   Salaries payable - other                                        557,250        522,938
  Accrued expenses                                                 129,922        154,803
  Income tax payable                                                 2,400          2,400
  Capital lease obligation - current                                32,433         32,433
   Loan payable - shareholders                                      11,988         11,988
                                                               -----------    -----------
Total current liabilities                                        1,429,054      1,023,301

Loan from related party                                            157,184        542,645
                                                               -----------    -----------
Total liabilities
                                                                 1,586,238      1,565,946
Shareholders' Deficit
   Common stock; par value $0.001 per share, 100,000,000            17,212         17,998
     shares authorized and 17,212,240 and 17,997,740
     shares issued and outstanding as of December 31, 1999,
     and June 30, 2000, respectively
   Additional paid-in capital                                    6,021,944      6,527,522
   Subscription receivable                                          (1,300         (1,250
   Accumulated deficit                                          (7,151,377     (7,724,754
                                                               -----------    -----------
Total shareholders' deficit                                     (1,113,521     (1,180,484
                                                               -----------    -----------
Total liabilities and shareholders' deficit                    $   472,717    $   385,462
                                                               -----------    -----------
</TABLE>
                 See accompanying notes to financial statements.
                                       2
<PAGE>


                                   CBCOM, INC.
                          (a development stage company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                           From
                                                                                                         Inception
                                                                                                        (April 23,
                                                                                                           1997)
                                             Three Months Ended June 30,   Six Months Ended June 30,    to March 31,
                                             --------------------------   --------------------------
                                                1999           2000          1999          2000            2000
                                             -----------    -----------   -----------   ------------   --------------
                                             (Unaudited)    (Unaudited)   (Unaudited)   (Unaudited)     (Unaudited)

<S>                                          <C>            <C>           <C>            <C>           <C>
Net sales                                    $        -     $        -    $        -     $        -    $           -

Cost of sales                                         -              -             -              -                -
                                             -----------    -----------   -----------   ------------   --------------

Gross profit                                          -              -             -              -                -

Selling expense                                       -              -             -              -                -

General and administrative expense              204,023        261,616       567,305        527,247        7,147,850

Merger transaction expense                            -              -             -              -          399,950
                                             -----------    -----------   -----------   ------------   --------------

Loss from operations                           (204,023 )     (261,616 )    (567,305 )     (527,247 )     (7,547,800 )

Other income (expense):
   Interest expense, net                        (18,333)        (27,797 )    (18,333 )      (46,130 )       (168,999 )
   Other, net                                     6,500              -         6,500              -           (5,555 )
                                             -----------    -----------   -----------   ------------   --------------

Loss before income taxes                       (215,856 )     (289,413 )    (579,138 )     (573,377 )     (7,722,354 )

Income tax provision                                  -              -             -              -            2,400
                                             -----------    -----------   -----------   ------------   --------------

Net loss                                     $ (215,856 )   $ (289,413 )  $ (579,138 )   $ (573,377 )  $  (7,724,754 )

                                             -----------    -----------   -----------   ------------   --------------

Weighted average number of common shares     15,327,500     17,213,982    15,327,500     17,213,982
   outstanding
                                             -----------    -----------   -----------   ------------

Basic and diluted loss per share             $    (0.01 )   $    (0.02 )  $    (0.04 )   $     (0.03 )

                                             -----------    -----------   -----------   ------------
</TABLE>
                 See accompanying notes to financial statements.
                                       3
<PAGE>


                                   CBCOM, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
                                                                                                      From Inception
                                                                                                        (April 23,
                                                                                                           1997)
                                                                    Six Months Ended June 30,           to June 30,
                                                                 ---------------------------------
                                                                     1999               2000               2000
                                                                 --------------     --------------    ----------------
                                                                  (Unaudited)        (Unaudited)        (Unaudited)
Cash flows from operating activities:
<S>                                                            <C>                <C>               <C>
   Net loss                                                    $      (579,138 )  $      (573,377 ) $      (7,724,754 )
   Adjustments to reconcile net loss to net cash provided by
   (used in) operating activities:
     Depreciation and amortization                                      32,276             40,692              83,744
     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                           -              9,464              62,300
     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                                                       8,655                  -                   -
       Pager inventory                                                  18,333             25,030             189,842
       Deposits                                                        (13,255 )                -            (136,620 )
       Prepaids                                                         (3,075 )           (9,825 )           (29,722 )
       Accounts payable                                                 19,266            (32,673 )           298,739
       Salaries payable - former CEO                                  (122,685 )         (363,649 )                 -
       Salaries payable - other                                        181,751            192,188             749,438
       Accrued liabilities and income tax payable                       33,625             24,881             157,203
                                                                 --------------     --------------    ----------------
Net cash used in operating activities                                 (389,468 )         (687,269 )        (4,024,085 )
                                                                 --------------     --------------    ----------------
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 related party                                         122,685            385,461             542,645
   Repayments of related party loans                                         -                  -            (226,261 )
   Proceeds from issuance of stock and warrants                        150,000                 50             855,075
   Proceeds from stockholder loans                                     120,495            270,400           2,917,019
                                                                 --------------     --------------    ----------------
Net cash provided by financing activities                              393,180            655,911           4,088,407
                                                                 --------------     --------------    ----------------
Net increase (decrease) in cash and cash equivalents                     3,712            (31,358 )               486

Cash and cash equivalents, beginning of period                         240,000             31,844                   -
                                                                 --------------     --------------    ----------------
Cash and cash equivalents, end of period                       $       243,712    $           486   $             486
                                                                 ==============     ==============    ================
Supplementary information Cash paid during the year:
     Interest                                                  $             -    $        36,666   $         168,999
                                                                 ==============     ==============    ================
</TABLE>
                                       4
<PAGE>



                                   CBCOM, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>

Supplemental disclosure of non - cash activities
<S>                                                            <C>                <C>               <C>
   Issuance of stock to purchase selected assets in CBCom                    -                  -             187,500
     Beijing
   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 into Common Stock                        -            270,400           2,682,370
   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
   Forgiveness of interest accrued                                                              -              46,437
   Conversion of accrued salary payable into common stock      $             -    $       226,500   $         226,500
                                                                 ==============     ==============    ================

</TABLE>
                 See accompanying notes to financial statements.


                                       5
<PAGE>




                                   CBCOM, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS


(Information  as of June 30, 2000 and for the six months ended June 30, 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.

                                       6
<PAGE>


                                   CBCOM, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS


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 15, 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 plus $30,000
for the  repurchase  of his CBCom Common Stock;  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 June 30, 2000,  the escrow has sold 250,000  shares and the former CEO has
received the entire  compensation  of $520,833 plus $16,407 towards the purchase
of his Common  Stock.  In lieu of binding  arbitration,  on July 31,  2000,  the
Company and the former CEO agreed to transfer an additional  190,000 shares held
in the escrow as full and final settlement for all claims.

Based upon the above  settlement  agreement,  the Company  understands  that the
total  obligation  to Polmont  will  depend on the market  value of the  190,000
shares at the time these are delivered to the former CEO as final settlement. As
of June 30, 2000, there were 550,000 shares remaining in the escrow account with
a market price of $2,100,000. According to the agreement between the Company and
Polmont, the Company has recognized the corresponding loan payable to Polmont as
shares  were sold and the  proceeds  were used to settle its  obligation  to the
former CEO.



                                       7
<PAGE>


                                   CBCOM, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS

Shareholder loans

During the six months  ended June 30, 2000,  the  principal  shareholder  of the
Company provided $270,400 in 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 April  23, 2000 the maturity date of the
loan.  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 principal  shareholder  converted  $198,100 of shareholder  loan at $.50 per
share into  396,200  shares and $72,300 of  shareholder  loan at $1.00 per share
into  72,300  shares.  At  June  30,  2000  the  balance  due to  the  principal
shareholder was zero.

 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.

5. Subsequent Events

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



                                       8
<PAGE>






ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Financial Condition at June 30, 2000

The Company had an accumulated  deficit of $7,724,754 as of June 30, 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 $486 cash on hand
at June 30, 2000.

Results of Operations

The Second Quarter Ended June 30, 2000 Compared to The Second Quarter Ended June
30, 1999

The general and  administrative  expense  results of operations  for the quarter
ending  June 30, 2000 was $261,616  compared to $204,023 for the quarter  ending
June 30, 1999.  The  components  of these  general and  administrative  expenses
included  $147,600  of  compensation  expense (of which  $72,050  was  accrued),
$31,417 of rental  expense  for both the  Beijing and  California  offices,  and
$19,306 in legal and accounting fees. The decrease of $57,593 mainly  represents
the  decrease  of $35,350 in  compensation  expense  and  $10,000 in  investment
banking fees.

The interest  expense for the quarter ending June 30, 2000  was $27,797 compared
to  $18,333  for  the  quarter  ending  June 30, 1999.  The increase in interest
expense is accrued interest relating to the shareholder loan.

The Six Months Ended June 30, 2000  Compared  to  The Six Months Ended  June 30,
1999

The general and administrative  expense results of operations for the six months
ending June 30, 2000 was $527,247 compared to $567,305 for the six months ending
June 30, 1999.  The  components  of these  general and  administrative  expenses
included  $295,950 of  compensation  expense (of which  $152,750  was  accrued),
$63,542 of rental  expense  for both the  Beijing and  California  offices,  and
$67348 in legal and accounting  fees. The decrease of $40,058 mainly  represents
the  decrease  of $22,549 in  investment  banking  fees and  $30,625 in business
development expenses of the Beijing office.

The interest expense for the six months ended June 30, 2000 was $46,130 compared
to $18,333 for the six months  ending June 30,  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 Note 4 to the  Financial  Statements
about  related  party  transactions  for more  information.  The  balance of the
interest expense is accrued interest on the shareholder's loan.

                                       9
<PAGE>



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 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.


                                      10
<PAGE>



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
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 six months 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  $274,100 in
the first six months of 2000.  During 1999,  the Company  raised money through a
series of private  placements  obtaining net proceeds of $304,000  after selling
commissions.

                                      11
<PAGE>



One of the Company's directors and major  shareholders  continue  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
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.

                                  JUNE 30, 2000

Item 1.   Legal Proceedings

CBCom  entered into a settlement  agreement  with Bernard J. 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 $30,000 for the
repurchase of his Company Common Stock,  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 June,  2000,  the escrow
has sold 250,000 shares for proceeds of $537,240;  accordingly the unpaid salary
amount of $520,833 has been fully paid and $16,407  toward the repurchase of his
company stock has been paid. In lieu of submitting to binding  arbitration,  the
parties agreed, on July 31, 2000 to transfer an additional  190,000 Amtec shares
to Mr. Luskin in full and final settlement of all obligations.

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 has 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 has recognized prepaid interest of $220,000 and the
corresponding amount in additional paid-in capital and has amortized the prepaid
interest over a 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

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<PAGE>


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. A trial date has been
set for September 18, 2000.

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





















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                                  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 18th day of August, 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

































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