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 EXCHANGE ACT OF 1934
                For the Quarterly Period Ended September 30, 2000

                                       OR

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

                   For the Transition Period from ____ to ____

                        Commission File Number: 000-26425


                           NextPath Technologies, Inc.
             (Exact name of registrant as specified in its charter)


           NEVADA                                                84-1402416
---------------------------------                            -------------------
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)


           5050 North 40th Street, Suite 340, Phoenix, Arizona 85016
           ---------------------------------------------------------
               (Address of principal executive offices, Zip Code)

                                 (602) 224-0685
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

            15100 Central Avenue S.E., Albuquerque, New Mexico 87192
              (Former name, former address and former fiscal year,
                         if changed since last report)

        Indicate by check mark 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


        As of November  13,  2000,  there were  45,294,800  shares of our common
stock outstanding.


<PAGE>




                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


To the Board of Directors and Stockholders of
NextPath Technologies, Inc.
Phoenix, AZ


We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
NextPath  Technologies,  Inc. as of September 30, 2000 and the related condensed
consolidated statements of income and cash flows for the nine months then ended.
These financial statements are the responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.

The  accompanying  statements of operations  and cash flows for the period ended
September  30, 2000 were not audited or reviewed by us and,  accordingly,  we do
not express an opinion on them.


/s/  Chisholm & Associates
---------------------------

Chisholm & Associates
November 13, 2000



<PAGE>
                           NextPath Technologies, Inc.
                           Consolidated Balance Sheets

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                 September 30,      December 31,
                                                     2000               1999
                                                 -------------      ------------
                                                  (Unaudited)
Current Assets
<S>                                               <C>               <C>
    Cash                                          $ 3,072,495       $   658,837
    Accounts Receivable (Net of
      Allowance of $15,720 and $41,480)               700,100           282,051
    Inventory                                         717,275           138,057
    Prepaid Expenses                                  423,126            42,674
    Advances to Shareholders                                -             6,487
    Advances & Notes Receivable (Net of
      Allowance of $927,000 and $1,235,075)         3,636,416         3,260,161
                                                   ----------        ----------
Total Current Assets                                8,549,412         4,388,267
                                                   ----------        ----------

Property & Equipment, Net                           5,106,550           535,179
                                                   ----------        ----------
Other Assets
    Investments - Available for Sale               11,982,300         2,600,000
    Goodwill, Net                                  17,269,165        17,883,754
    Deposits                                            4,250             4,250
                                                   ----------        ----------
Total Other Assets                                 29,255,715        20,488,004
                                                   ----------        ----------

    TOTAL ASSETS                                  $42,911,677       $25,411,450
                                                  ===========       ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
    Accounts Payable                              $   716,769       $   384,148
    Accrued Expenses                                  292,774           192,654
    Deferred Taxes                                     14,882            14,882
    Advances                                          253,997                 -
    Notes Payable - Related                         6,205,942         3,455,869
    Current Portion of Long Term Debt                 220,492                 -
                                                   ----------        ----------
Total Current Liabilities                           7,704,856         4,047,553
                                                   ----------        ----------
Long Term Liabilities
    Notes Payable                                   2,590,822                 -
    Less:  Current Portion of Long Term Debt         (220,492)                -
                                                   ----------        ----------
Total Long Term Debt                                2,370,330                 -
                                                   ----------        ----------

Stockholders' Equity
Common Stock, $.001 par value; 100,000,000
    shares authorized; 45,544,800 and
    37,136,430 shares issued and
    outstanding, respectively                          45,545            37,136
Additional Paid-In Capital                         77,837,961        58,623,056
Retained Earnings                                 (45,047,015)      (37,296,295)
                                                   ----------        ----------
    Total Stockholders' Equity                     32,836,491        21,363,897
                                                   ----------        ----------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $42,911,677       $25,411,450
                                                   ==========        ==========
</TABLE>

                                       3
<PAGE>

                           NextPath Technologies, Inc.
                      Consolidated Statement of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                      For the three  For the three  For the nine   For the nine
                      months ended   months ended   months ended   months ended
                      September 30,  September 30,  September 30,  September 30,
                          2000           1999           2000           1999
                      -------------  -------------  -------------  -------------

<S>                    <C>            <C>            <C>            <C>
Sales                  $ 1,127,388    $         -    $ 3,565,763    $         -

Cost Of Goods Sold         485,420              -      2,208,303              -
                        ----------     ----------     ----------     ----------

Gross Profit               641,968              -      1,357,460              -
                        ----------     ----------     ----------     ----------

Operating Expenses
    General &
      Administrative     2,558,306        224,162      6,818,064        447,365
    Consulting             239,739        617,846      5,274,699        701,054
    Sales                  175,283              -        740,414              -
                        ----------     ----------     ----------     ----------
      Total Operating    2,973,328        842,008     12,833,177      1,148,419

Net Income (Loss)
  From Operations       (2,331,360)      (842,008)   (11,475,717)    (1,148,419)
                        ----------     ----------     ----------     ----------

OTHER INCOME(EXPENSE)
    Interest Expense       (45,199)       (21,693)       (67,037)       (82,047)
    Dividend Income         30,000              -         90,000              -
    Other Income           (20,180)             -          4,469              -
    Depreciation &      (1,260,370)             -     (3,957,620)             -
    Gain (Loss) on
      Sales of Assets    7,722,086              -      7,722,086              -
    Loss on Investment    (142,200)                     (142,200)             -
    Interest Income         63,309              -         75,299              -
                        ----------     ----------     ----------     ----------
      Total Other
        Income(Expense)  6,347,446        (21,693)     3,724,997        (82,047)
                        ----------     ----------     ----------     ----------
NET INCOME(LOSS)       $ 4,016,086    $  (863,701)   $(7,750,720)   $(1,230,466)
                        ==========     ==========     ==========     ==========
NET INCOME
  (LOSS PER SHARE)     $     0.090    $    (0.054)   $    (0.183)   $    (0.091)
                        ==========     ==========     ==========     ==========
WEIGHTED AVERAGE
  SHARES OUTSTANDING    44,560,125     16,070,906     42,325,835     13,555,107
                        ==========     ==========     ==========     ==========
</TABLE>


                                       4
<PAGE>
                           NextPath Technologies, Inc.
                      Consolidated Statement of Cash Flows
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                      For the nine months ended
                                                             September 30
                                                      ------------  ------------
                                                          2000          1999
                                                      ------------  ------------

Cash Flows From Operating Activities
<S>                                                   <C>           <C>
Net Income(Loss)                                      $(7,750,720)  $(1,230,466)
Adjustments to Reconcile Net Income(Loss) to
    Net Cash Provided(Used) in Operating Activities:
Gain on Disposal of Assets                             (7,722,086)            -
Loss on Investment                                        142,200             -
    Depreciation & Amortization                         3,957,620             -
    Stock Issued for Services                           4,024,471       617,846
Change in Assets and Liabilities
  (Net of Effects of Acquisition
    of Essentia)
      (Increase) Decrease in:
      Accounts Receivable                                (377,796)            -
    Inventory                                            (500,471)            -
    Prepaid Expenses                                     (346,042)      (44,100)
    Notes Receivable                                     (376,255)            -
    Advance to Shareholders                                 6,487             -
    Increase (Decrease) in:
    Accounts Payable and Accrued Expenses                 305,884       (38,054)
                                                       ----------    ----------
    Net Cash Provided(Used) by Operating Activities    (8,636,708)     (694,774)
                                                       ----------    ----------

Cash Flows from Investing Activities
    Cash Paid for Fixed Assets                         (4,808,628)       (3,682)
    Cash Paid for Goodwill                               (486,824)            -
    Cash Paid for Investments                          (8,425,000)   (1,168,890)
    Cash Received on Sale of Assets                    14,240,965             -
    Cash Acquired in Acquisition                           55,412             -
                                                       ----------    ----------
    Net Cash Provided(Used) by Investing Activities       575,925    (1,172,572)
                                                       ----------    ----------
Cash Flows from Financing Activities
    Cash Received from Debt Financing                   5,840,895     3,158,705
    Cash Paid on Debt Financing                          (500,000)            -
    Proceeds from Advances                                253,997             -
    Stock Issued for Cash                               4,879,549       527,348
                                                       ----------    ----------
    Net Cash Provided(Used) by Financing Activities    10,474,441     3,686,053
                                                       ----------    ----------
Increase in Cash                                        2,413,658     1,818,707

Cash and Cash Equivalents at Beginning of Period          658,837             -
                                                       ----------    ----------
Cash and Cash Equivalents at End of Period            $ 3,072,495   $ 1,818,707
                                                       ==========    ==========

</TABLE>

                                       5
<PAGE>
                           NextPath Technologies, Inc.
                      Consolidated Statement of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      For the nine months ended
                                                             September 30
                                                      ------------  ------------
                                                          2000          1999
                                                      ------------  ------------
Supplemental Disclosures of Cash Flow Information:

Cash Paid for:
<S>                                                   <C>           <C>
    Interest                                          $    67,037   $    82,047
                                                       ----------    ----------
    Income Taxes                                      $         -   $         -
                                                       ==========    ==========

Non Cash Investing Activities:
    Common Shares Issued for Investments              $10,319,294   $         -
                                                       ----------    ----------
Non Cash Financing Activities:
    Common Shares Issued for Services                 $ 5,190,271   $   617,846
                                                       ----------    ----------
    Common Shares Cancelled for Services              $(1,166,000)  $         -
                                                       ==========    ==========
</TABLE>


                           NextPath Technologies, Inc.
                          Notes to Financial Statements
                               September 30, 2000

NOTES TO FINANCIAL STATEMENTS

        NextPath  Technologies,   Inc.  (the  "Company")  has  elected  to  omit
        substantially  all  footnotes to the financial  statements  for the nine
        months  ended  September  30,  2000,  since  there have been no material
        changes  (other than  indicated in other  footnotes) to the  information
        previously  reported by the Company in their Annual Report filed on Form
        10-KSB for the Fiscal year ended December 31, 1999.

UNAUDITED INFORMATION

        The information furnished herein was taken from the books and records of
        the Company  without  audit.  However,  such  information  reflects  all
        adjustments  which are,  in the  opinion  of  management,  necessary  to
        properly  reflect the results of the period  presented.  The information
        presented is not  necessarily  indicative of the results from operations
        expected for the full fiscal year.

ACQUISITION OF ESSENTIA WATER, INC.

        On January 21,  2000,  the Company  acquired  Essentia  Water,  Inc.,  a
        Woodinville,  Washington  based bottled  water  marketing  company.  The
        Company issued 585,760 shares for all the outstanding stock of Essentia.
        The purchase was recorded at a value of $7,654,294.  Essentia had assets
        of $543,974 and  liabilities of $526,857 at December 31, 1999.  Goodwill
        of $7,676,487 was recorded in the acquisition.  The operating history of
        Essentia  is  included  in  the  consolidated  numbers  of  the  Company
        effective  January 1,  2000.  The  acquisition  was  recorded  using the
        purchase method of a business combination.

                                       6
<PAGE>


SALE OF ASSETS OF WILLOW SYSTEMS, INC.

        On June 22,  2000,  the  Company  sold the  assets of its  wholly  owned
        subsidiary,   Willow  Systems,  Inc.  (Willow),  to  Corning,  Inc.  for
        $15,000,000.  The  Company  had  determined  that since all of  Willow's
        income producing  assets and technologies  have been sold, the remaining
        goodwill  associated with this acquisition should be $0. As of September
        30, 2000, the remaining goodwill of $6,238,939 was written off. The gain
        on the sale of the assets was $7,722,086.

PURCHASE OF ASSETS FROM LEWIS MECHANICAL AND METALWORKS, INC.

        On August 1, 2000,  the  Company's  wholly  owned  subsidiary,  NextPath
        Environmental Services, Inc.(NESI), entered into an agreement to acquire
        the  assets  of  the  Industrial   Division  of  Lewis   Mechanical  and
        Metalworks,  Inc.  (Lewis).  The purchase  price of the assets as of the
        closing  date  is  $4,084,104,  which  consists  of a  cash  payment  of
        $1,675,000  and  assumption of $2,409,104  in  liabilities.  Goodwill of
        $1,526,824 has been recognized in relation to the acquisition of assets.
        NESI also assumed  operating  leases of Lewis in the original  principal
        amount of $2,530,526. The unpaid principal is approximately $2,100,000.

        In  addition to the cash  payment and  assumption  of  liabilities,  the
        Company has transferred 2,439,025 shares of its common stock into escrow
        per a Stock Earn-Out  Agreement.  This agreement  stipulates  that Lewis
        Mechanical  will receive a minimum of 1,000,000  shares and a maximum of
        2,439,025 shares based on meeting certain performance criteria.

INVESTMENT IN US CERTIFIED LETTERS, LLC

        On July 27, 2000, the Company  entered into an agreement to purchase 20%
        of US Certified Letters,  LLC(USCL) for $10,375,000.  The purchase price
        consists of  $8,750,000  in cash and  1,000,000  shares of the Company's
        common stock valued at $1,625,000.

        As of September 30, 2000, USCL had a net operating loss of $711,000. The
        Company uses the equity method for this  investment and has recognized a
        loss of $142,200.

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

Forward Looking Statements

        This  10-Q  contains  forward  looking   statements  that  plan  for  or
anticipate  the future.  Forward-looking  statements  include  statements  about
future  business  plans and strategies  and most other  statements  that are not
historical in nature.  In this 10-Q,  forward-looking  statements  are generally
identified by the words  "anticipate,"  "plan,"  "believe,"  "estimate," and the
like. Because forward-looking statements involve future risks and uncertainties,
there are factors  that could cause  actual  results to differ  materially  from
those expressed or implied, including, but not limited to, our ability to obtain
infusion of equity capital or financing on terms reasonably  satisfactory to us,
competition,  changes in consumer trends, and competitors' marketing strategies.
These forward-looking  statements are based on our current expectations or those
of the  preparer of the  statement.  Please do not place  undue  reliance on the
forward-looking  statements.  All  written and oral  forward-looking  statements
attributable  to us or  persons  acting on our  behalf  are  qualified  in their
entirety by those cautionary statements.

        The terms  "NextPath,"  the  "Company,"  "we,"  "our" and "us"  refer to
NextPath  Technologies,  Inc. and its  subsidiaries  and  affiliates  unless the
context suggests otherwise.


                                       7
<PAGE>

Overview

        We are a development stage holding company that identifies, acquires and
manages  what  we  believe  to be  state-of-the-art  technology  companies  that
together  form a  community  of shared  resources.  We are  organized  into four
operating  groups  as  follows:   Precision  Technologies  Group,  Internet  and
E-Commerce Group, Environmental Technologies Group and Health Products Group.

        Our  efforts  are  directed  toward   developing  the  business  of  our
subsidiaries  and in bringing  their  technologies  to the market  place.  In so
doing,  we will  continue  to pursue  opportunities  that will  accelerate  this
objective  and provide the  necessary  operating  capital.  All of the Company's
revenues are  generated  within its wholly  owned  subsidiaries.  Our  operating
expenses  are  comprised  of our general  and  administrative  overhead  and the
expenses of our subsidiaries.

        We intend to provide our subsidiaries with sufficient funds so that they
can  grow  their  businesses   nationally  and  internationally  by  effectively
developing,  marketing and expanding their  products,  services and market base.
However,  absent an infusion of equity capital or financing on terms  acceptable
to us, we may not have the liquidity and capital resources  necessary to operate
our business and those of our subsidiaries  beyond the next four months.  We are
actively  engaged  in  negotiations  with debt and  equity  sources  and we will
continue to pursue all such options on an aggressive basis.

Third Quarter Transactions

        We closed the following transactions during the third quarter of 2000:

o       On July 21, 2000, we sold the assets  related to the servo  controls and
        opto-electronic   operations   of  Willow   Systems,   Inc.  to  Corning
        Incorporated for $15,000,000.

o       On July 27,  2000,  we acquired  twenty  percent  (20%) of US  Certified
        Letters,  LLC ("USCL"),  which has licensed,  on an exclusive basis, the
        right to proprietary  technology  for  transmitting  any  instruments by
        certified   mail  via  the   Internet  or  other   medium  (the  "C-mail
        Technology")  within the continential  United States,  Alaska and Hawaii
        (the "USCL Transaction").

o       On July 27, 2000, our wholly owned  subsidiary,  Global  Certified Mail,
        Inc.  ("GCM"),  signed a License  Agreement by which it licensed,  on an
        exclusive  basis,   the  C-mail   Technology  for  use  outside  of  the
        continential United States,  Alaska and Hawaii in exchange for which GCM
        transferred  twenty percent (20%) of its stock to the Licensor (the "GCM
        Transaction").

o       On August 4, 2000, our wholly owned subsidiary,  NextPath  Environmental
        Services,  Inc. ("NESI") acquired the assets of the Industrial  Division
        of Lewis Mechanical and Metalworks, Inc. ("Lewis") and a license for oil
        water separation technology from Tetra Separation Solutions.  On October
        2,  2000,  NESI  acquired  a license  for waste to energy  systems  from
        Thermogenics,  Inc.  On October 26,  2000,  the  Company  transferred  a
        license with Needful  Provision,  Inc. ("NPI") to NESI and NESI expanded
        and revised the agreement with NPI. All of the activities of the Company
        related to environmental services and energy have been consolidated into
        NESI.

Results of Operations

In General
----------

Operational Summary - Third Quarter
-----------------------------------

        Sales for the three month period ended  September 30, 2000 (the "current
year third  quarter")  increased to $1,127,388 from no sales for the three month
period ended September 30, 1999 (the "prior year third  quarter").  The increase
in sales for the current year third quarter  reflects the  acquisitions of Laser
Wireless,  Inc. ("Laser Wireless"),  Sagebrush Technology,  Inc.  ("Sagebrush"),
Essentia  Water,   Inc.   ("Essentia")   and  the   restructuring   of  NextPath
Environmental Services ("NESI").

                                       8
<PAGE>


        Cost of goods sold  increased  to  $485,420  in the  current  year third
quarter  from no cost of goods sold in the prior year third  quarter  due to the
acquisitions of  LaserWireless,  Sagebrush and Essentia and the restructuring of
NESI.  Gross profit increased to $641,968 in the current year third quarter from
no gross  profit  during the prior year third  quarter.  The  increase  in gross
profit  for the  current  year third  quarter  reflects  increased  sales by our
subsidiaries.

        Operating  Expenses  for the current  year third  quarter  increased  to
$2,973,328  from  $842,008  in the prior year third  quarter.  The  increase  in
operating  expenses was due to  increased  general and  administrative  expenses
($224,162  to  $2,558,306)  and  decreased   consulting  expenses  ($617,846  to
$239,739)  and increased  sales and marketing ($0 to $175,283).  The increase in
operating  expenses is mostly  from  consulting  services,  legal fees and other
professional services.

        Other income  (expense)  for the current third  quarter  increased  from
$(21,693) to $6,347,446.  Other income relates primarily to the gain on the sale
of Willow  Systems,  Inc.   Other expenses are primarily  depreciation  of fixed
assets and amortization of goodwill.

        As a result  of the  factors  discussed  above,  we  incurred  a gain of
$4,016,086 during the current year third quarter ($0.09 per share) compared to a
net loss of $(863,71) ($(0.054 per share) during the prior year third quarter.

Operational Summary - YTD
-------------------------

        Sales for the nine  months  ended  September  30,  2000  (current  year)
increased  from no sales for the nine  months  ended  September  30, 1999 (prior
year) to  $3,565,763  for the current year.  The increase in sales  reflects the
activities  of  Laser  Wireless,  Sagebrush,  Essentia  and  NESI.  All of these
subsidiaries  are in the  developmental  state.  Some  products  are in the late
development state and are beginning  marketing and distribution.  Other products
are nearing  commercialization.  Other  products are still in the  developmental
stage.  Significant  increases  in sales  will not occur  until  full  marketing
efforts can be  accomplished.  The  ability to realize the full sales  potential
will depend on the ability to raise additional capital.

        Cost of goods sold for the nine months ended September 30, 1999 (current
year)  increased  from zero in the prior year to $2,208,303 in the current year.
Gross profit  increased from zero to $1,357,460.  Operating  expenses  increased
from  $1,148,419 in the prior year to $12,833,177 in the current year. The large
increase in operational  expenses relates mostly to large consulting,  legal and
other  professional  fees. A large portion of the consulting fees are related to
stock transactions,  whereby the consultants  received stock in exchange for the
services. The Company questions the value of these services and has begun filing
lawsuits and taking other actions to correct these transactions.  The consulting
fees have been  recorded  at the  value of the  stock on the date  issued  until
settlements  are reached or legal action is  concluded.  Much of the increase in
legal fees  relates to the costs of dealing  with these past  transactions.  The
Company  will  need to  continue  to fund  the  legal  costs  to  correct  these
transactions.  The  success of this  effort  will depend on the ability to raise
additional capital.

        Other income  (expense)  increased  from  $(82,047) in the prior year to
$3,724,997  in the current  year.  The  increase  in other  income is mostly the
result of the gain on the sale of Willow.  The  increase  in other  expenses  is
mostly the result of depreciation of fixed assets and amortization of goodwill.

        As a result of the above factors, we incurred a loss of $(7,750,720) for
the current year or $(0.18) per share compared to a net loss of $(1,230,466) for
the prior year or $(0.091) per share.

        The overall  ability of the Company to increase sales and  profitability
depends on the  ability  of the  operational  subsidiaries  to  implement  their
business plans.  Implementation  of the business plans of our subsidiaries  will
require additional funding. Resolution of the legal actions taken by the Company
will also influence the future operations of the Company and its subsidiaries

                                       9
<PAGE>

Laser Wireless, Inc.
--------------------

        Operational  Summary - Third Quarter.  There were no sales for the Third
Quarter 2000.  Laser Wireless is in an advanced  research and development  stage
and in the process of transitioning to manufacturing  production.  The company's
manufacturing  production  conversion  costs increased  third quarter  operating
costs 18% over the previous quarter.  Infrastructure  development caused General
and  Administrative  expenses  to increase  by 6.5% and Sales and  Marketing  by
18.8%. Accelerated efforts to complete product development increased these costs
38.6% over the previous  quarter.  The Company  continues to expense rather than
capitalize all  development  costs.  The net loss for the quarter  increased 18%
over the previous quarter.

        Operational  Summary - YTD 2000. The net loss for the nine months ending
September 30, 2000 totaled $932,109. The company's LaserBridge(TM) product is in
the beta testing stage and undergoing product  certification.  The Company is in
the process of developing manufacturing and marketing strategies in anticipation
of final certification. Some marketing efforts are in process.

Sagebrush Technology, Inc.
--------------------------

        Operational  Summary  - Third  Quarter.  Third  quarter  2000  sales  of
$333,406  were  down 18% from  last  year's  third  quarter  sales of  $406,678,
principally as a result of a decline in standard product sales. Standard product
sales fell from 44% of total sales to only 25%. In contrast,  engineering  sales
increased 25% over last year's comparable quarter.  OEM equipment sales remained
substantially  level, but were lower than projected for this time period.  Lower
OEM sales  combined  with long lead  times for parts  orders  contributed  to an
increase in inventory  over the previous  quarter.  Gross profit at 44% from the
current quarter, expressed as a percentage of sales, remained steady from second
quarter  results,  and  represented a substantial  improvement  over last year's
losses.

        An increase in new product development costs  substantially  contributed
to the current year's third quarter loss of $232,269. The net loss increased 16%
over last year's third quarter loss of $200,195.

        Operational  Summary - YTD 2000.  Sales of $1,755,463  for  year-to-date
2000 were up 39% from last year's nine-month sales of $1,263,079, primarily as a
result of increased  engineering  sales.  Year-to-date  engineering sales nearly
doubled over the first nine months of last year and accounted for 41% of current
year-to-date  sales.  Engineering  sales  amounted to 30% of total sales for the
first  nine  months of last year.  Gross  profit for the  current  nine  months,
expressed as a percentage of sales, at 44%, improved nine percentage points over
year-to date 1999 results due to improved project management and product control
practices.

        Despite a 9% increase in gross profit, the current  year-to-date  period
loss of $242,963  increased  by 38% over last year's nine month loss of $175,234
due  principally  to an increase in new product  development  costs targeted for
airborne and ground applications of precision motion control devices, as well as
communications  equipment.  General and administrative  costs increased 16% over
year-to-date costs last year,  primarily as a result of moving corporate offices
to more efficient space within Albuquerque,  New Mexico, close to the production
facility.

Willow Systems, Inc.
--------------------

        Operational Summary.  On  July 21, 2000,  we  closed  the  sale  of  the
majority of the assets of Willow  to  Corning  Incorporated.  The sale price was
$15,000,000.  Willow's remaining operations have been merged into the operations
of Sagebrush.

Essentia Water, Inc.
--------------------

        Operational  Summary  - Third  Quarter.  Third  quarter  2000  sales  of
$251,000  were  essentially  unchanged  from last year's third  quarter sales of
$250,600,  principally as a result of a leveling in brand label sales attributed
to an  unseasonably  cool summer in the East,  as well as a softening in private
label sales.  While third quarter  brand label sales  increased a modest 7% over
last year's comparable quarter, sales of private label products, which accounted
for 32% of the  current  quarter  sales,  decreased  18%.  Private  label  sales
amounted to 39% of last year's  second  quarter  sales.  The downturn in private
label  sales for the  current  quarter  is  attributed  to the  large  inventory
buildups by customers that occurred  during the previous  quarter.  Current year
third quarter sales for the comparable West,  Southwest and Midwest regions were
up 10% over those of the previous year.  Gross profits for the current  quarter,
expressed as a percentage of sales,  at 27%, was off ten percentage  points from
last year's third quarter rate of 37%  principally as a result of higher product
costs associated with brand label sales.

                                       10
<PAGE>

        The current year's third quarter loss of $324,100  increased  nearly 95%
over last year's loss of $166,500 for the comparable  quarter due principally to
a 48% increase in sales, marketing and research and development costs associated
with  expanding  and  supporting  nationwide  distribution  of products  and the
introduction  and  test  marketing  of  new  products.   Additionally,   general
administrative  costs  increased  92%  primarily  as  a  result  of  moving  and
transitioning  the  corporate  office from  Woodinville,  Washington to Phoenix,
Arizona.

        Operational  Summary - YTD 2000.  Sales of $1,111,900  for  year-to-date
2000 were up 111% from last year's  nine-month  sales of  $526,200,  partly as a
result of increased  private  label sales.  Year-to-date  sales of private label
products  nearly  tripled over the first nine months of last year and  accounted
for 44% of current  year-to-date  sales.  Private label sales amounted to 34% of
sales for the first nine  months of last year.  Year-to-date  gross sales of the
Company's flagship Essentia brand grew 76%, principally due to having nationwide
distribution of branded  products for the  year-to-date  period as compared with
distribution  limited to the West,  Southwest  and  Midwest  regions  during the
previous year.  Year-to-date  2000 sales for the comparable  regions were up 45%
over those of the  previous  year.  Gross  profits for the current  nine months,
expressed as a percentage of sales, at 30%, was off five percentage  points from
year-to-date  1999 as a result of  higher  margin  brand  sales  diluted  by the
proportionately larger increase in lower margin private label sales.

        Despite a 81% increase in gross profit, the current  year-to-date period
loss of $716,800  increased  by 51% over last year's nine month loss of $475,400
due principally to a 66% increase in sales, marketing,  research and development
costs  associated  with  expanding and  supporting  nationwide  distribution  of
products and the introduction and test marketing of new products.  Additionally,
general and administrative costs increased 66%, essentially as a result of audit
and consulting fees, increased staffing, as well as the moving and transition of
the corporate office from Woodinville, Washington to Phoenix, Arizona.

        Essentia made a strategic  move during 2000 to develop a National  Brand
as part of a long-term  strategic  business  plan. As a result of this strategy,
sales  increased,  margins  decreased and  administrative  costs  increased.  We
believe this business strategy will result in better business  opportunities for
the future.

NextPath Environmental Services, Inc. ("NESI")
----------------------------------------------

        Operational  Summary - Third  Quarter and YTD.  Third quarter sales were
$492,456,  which represents  sales of fabrication  services from August 4, 2000,
the date of  acquisition  of the  Industrial  Division of Lewis  Mechanical  and
Metalworks,  Inc. Gross profit was 56%. NESI incurred a loss of $76,222,  mostly
related to the costs of reorganizing the  Environmental  Technologies  Group and
development costs of preparing the technologies within NESI for market.

        NESI has acquired a license for waste to energy  technology  which is in
the  advanced  research  and  development  stage.  NESI has just begun  actively
pursuing sales of waste to energy projects.

        NESI has also  acquired a license  for oil water  separation  technology
which is in the advanced  research and development  stage. Two systems were sold
in the third quarter and additional sales are pending. NESI is actively pursuing
marketing of these systems.

        The  technologies  licensed  from Needful  Provision,  Inc.  ("NPI") are
mostly in the  early  developmental  stages.  NPI is  focusing  its  efforts  on
developing the biodiesel technology and is nearing completion of a test facility
outside of Tulsa, Oklahoma to perform the testing. The testing and certification
of the  biodiesel  technology  is  expected  to occur  in 2001 and will  require
additional developmental costs.

                                       11
<PAGE>


Liquidity and Capital Resources
-------------------------------

        We believe that our existing working capital,  the anticipated  revenues
of our  subsidiaries,  and the anticipated  revenues from our other  investments
will be sufficient to fund our cash  requirements and capital needs for the next
four  months.  Additional  funding  will be  necessary to carry out the business
plans of the Company.  Failure to raise adequate  capital will increase the time
required to develop the  technologies  and will hinder the Company's  ability to
market those products that are in the late developmental stage.

                           PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

        NextPath and its former  President,  James R. Ladd, are two of the named
defendants  in the case of Tim McMurray vs. James R. Ladd,  Robert Wehle et al.,
District Court of Dallas County,  Texas (No.  00-00170)  filed January 10, 2000.
The action alleges tortious interference with existing and/or potential business
relations, civil conspiracy, and negligence and also seeks injunctive relief. We
believe that this action is wholly without merit and intend to vigorously defend
it.

        On January 11, 2000, NextPath Technologies,  Inc. received a copy of the
SEC's December 20, 1999 Order Directing  Private  Investigation In the Matter of
NextPath Technologies,  Inc. (the "Order"). The Order is a confidential document
directing a non-public  investigation.  While the Order is not  available to the
public,  it appears to focus on the increase in the trading  price of our common
stock   during  the  last  six  months  of  1999.   During  the  course  of  its
investigation, the SEC has issued subpoenas to the Company and other persons and
has taken a number of depositions. We believe that we have fully cooperated with
the SEC in its investigation and we will continue to fully cooperate.

        NextPath is a named defendant in the case of Blueigloo,  Inc.  and Smart
Mart, Inc.  vs.  NextPath  Technologies,  Inc.,  James Ladd  et  al.,  Case  No.
99-6940-D in the District Court, 95th Judicial District, Dallas  County,  Texas.
The action alleges tortious interference with  business.  We believe this action
is wholly without merit and we intend to vigorously defend it.

        NextPath is the plaintiff  in  the  case of  NextPath Technologies, Inc.
vs.  Benjamin A. Dunn,  Case  No. CIV-00-0905-W  in the United  States  District
Court, Western District of Oklahoma.  This action is for breach of contract.

        NextPath  was  the  defendant  in  the  case of GroupNow,  Inc.  against
NextPath Technologies, Inc., Index No. 00CIV 5752 in the United States  District
Court Southern  District of New York,  filed August 3, 2000.  The action alleged
breach  of  contract.   The action  was settled  and dismissed with prejudice on
October 23, 2000.

        NextPath is the plaintiff in the case of NextPath Technologies,  Inc. v.
Steven W. Martin,  d/b/a W.O.W.  Consulting Group, Case No.  CJ-2000-7898 in the
District Court of Oklahoma  County,  State of Oklahoma,  filed October 27, 2000.
This is an action for declaratory  judgment  brought by NextPath for the purpose
of  determining  the  duties  and  obligations  of  NextPath  with  regard  to a
Consulting  Agreement  NextPath  entered into with the defendant,  for breach of
contract,  and for rescission and  cancellation of promissory  notes of NextPath
held by the defendant. NextPath alleges that without authorization of NextPath's
Board of Directors, the defendant has been wrongfully issued 9,300,000 shares of
the unregistered  and restricted  common stock of NextPath having a market value
at the date of issue of $84,293,750.00,  as a retainer, for work alleged to have
been  performed and to be performed on behalf of NextPath  under the  Consulting
Agreement. NextPath also alleges that if the defendant did any work on behalf of
NextPath,  which NextPath denies, it was not worth the value of the stock issued
to the  defendant.  NextPath also alleges that any and all  promissory  notes of
NextPath held by the defendant are null and void and unenforceable and should be
rescinded and cancelled.

        NextPath is the plaintiff in the case of NextPath Technologies,  Inc. v.
James R. Ladd and Douglas A. McClain, Sr., Case No. CJ-2000-7917 in the District
Court of Oklahoma County, State of Oklahoma,  filed October 30, 2000. This is an
action for breach of  fiduciary  duty and seeks  actual  and  punitive  damages.
NextPath  alleges that from  January,  1998 to March,  2000,  while Mr. Ladd was
NextPath's  Chairman of the Board and Chief Executive  Officer,  he engaged in a
regular course of conduct in direct  derogation of his fiduciary  duties owed to
NextPath.  NextPath also alleges that from November,  1999 to March, 2000, while
Mr.  McClain  was a director  of  NextPath,  he  engaged in a regular  course of
conduct in direct derogation of his fiduciary duties owed to NextPath.

                                       12
<PAGE>

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

        None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

        None

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

        None

ITEM 5.    OTHER INFORMATION

        None

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

        (a)    Exhibits

               27.1 Financial Data Schedule

        (b)    Reports on Form 8-K.

        On July 24, 2000,  we filed a Form 8-K which  reported our July 21, 2000
sale of certain assets, including equipment,  personnel and technology,  related
to the servo controls and opto-electronic  operations of Willow Systems, Inc. to
Corning, Inc.

        On August 10, 2000, we filed a Form 8-K which reported our July 27, 2000
purchase of a twenty percent (20%) interest in  USCertifiedLetters,  L.L.C.  and
our July 27,  2000  exchange  of a  twenty  percent  (20%)  interest  in  Global
Certified  Mail,  Inc.  ("GCM"),  a wholly owned  subsidiary,  for an exclusive,
royalty-free  technology license,  which GCM believes will enable GCM to provide
certified mail processing,  utilizing the Internet,  for delivery outside of the
United States, Alaska and Hawaii.

        On August 10, 2000,  we also filed a Form 8-K which  reported the August
4,  2000  purchase  by  our  wholly  owned  subsidiary,  NextPath  Environmental
Services, Inc., of the assets of the Industrial Division of Lewis Mechanical and
Metalworks, Inc.

        On August 11,  2000,  we filed a Form 8-K which  reported  the August 4,
2000 change in our  certifying  accountant  from Crouch,  Bierwolf & Chisholm to
Chisholm & Associates, CPA.

        On September 27, 2000, we filed a Form 8-K which reported (a) the August
23, 2000  appointment  of Richard  Lewis as President of NextPath  Environmental
Services,  Inc.,  (b) the August 23, 2000  election of Richard Lewis and Kenneth
Uptain to the NextPath Board of Directors, (c) the September 8, 2000 appointment
of James D.  Wilson as  President,  Chief  Executive  Officer  and a Director of
NextPath,  (d) the September 19, 2000 election of Kenneth  Uptain as Chairman of
NextPath's  Board  of  Directors,  (e)  the  September  8,  2000  relocation  of
NextPath's  executive offices from Tulsa,  Oklahoma to Albuquerque,  New Mexico,
and (f) that the Annual  Shareholders  Meeting  would be held  December 1, 2000,
which date was subsequently changed to December 5, 2000.

                                       13
<PAGE>


                                   SIGNATURES

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

                 NEXTPATH TECHNOLOGIES, INC.



                 /s/ Kenneth Uptain                            November 14, 2000
                 --------------------------------------------
                 Kenneth Uptain
                 President, Chief Executive Officer
                 (principal executive officer)



                 NEXTPATH TECHNOLOGIES, INC.



                 /s/ Kary Lewis                                November 14, 2000
                 --------------------------------------------
                 Kary Lewis
                 Chief Financial Officer
                 (principal financial and accounting officer)





                                       14