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 June 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 of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                                  918-295-8289
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

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  August 11,  2000,  there  were  42,810,775 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.
Tulsa, OK


We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
NextPath  Technologies,  Inc.  as of June  30,  2000 and the  related  condensed
consolidated  statements  of income  and cash  flows for the three and six month
periods 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.


/s/  Chisholm & Associates


Chisholm & Associates
August 1, 2000




                                       2
<PAGE>
                           NextPath Technologies, Inc.
                           Consolidated Balance Sheets

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                     June 30,       December 31,
                                                       2000            1999
                                                    -----------     ------------
                                                    (Unaudited)

Current Assets
<S>                                                 <C>             <C>
  Cash                                              $   182,668     $   658,837
  Accounts Receivable
    (Net of Allowance of $41,480)                       954,013         282,051
  Inventory                                             520,429         138,057
  Prepaid Expenses                                       65,901          42,674
  Advances to Shareholders                               31,783           6,487
  Advances & Notes Receivable
    (Net of Allowance of $1,485,075
    and $1,235,075)                                   5,921,018       3,260,161
                                                     ----------      ----------
Total Current Assets                                  7,675,812       4,388,267
                                                     ----------      ----------

Property & Equipment, Net                             1,328,404         535,179
                                                     ----------      ----------
Other Assets
  Investments                                         2,600,000       2,600,000
  Goodwill                                           22,968,237      17,883,754
  Deposits                                                9,524           4,250
                                                     ----------      ----------
Total Other Assets                                   25,577,761      20,488,004
                                                     ----------      ----------

  TOTAL ASSETS                                      $34,581,977     $25,411,450
                                                     ==========      ==========


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

Current Liabilities
  Accounts Payable                                  $ 1,972,375     $   384,148
  Accrued Expenses                                      354,851         192,654
  Deferred Taxes                                         14,882          14,882
  Advances                                               95,878               -
  Notes Payable - Related Party                       7,032,179       3,455,869
                                                     ----------      ----------
Total Current                                         9,470,165       4,047,553
                                                     ----------      ----------

Stockholders' Equity
Common Stock, $.001 par value; 100,000,000 shares
  authorized; 40,051,020 and 37,136,430 shares
  issued and outstanding, respectively                   40,051          37,136
Additional Paid-In Capital                           74,134,862      58,623,056
Retained Earnings                                   (49,063,101)    (37,296,295)
                                                     ----------      ----------
  Total Stockholders' Equity                         25,111,812      21,363,897
                                                     ----------      ----------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $34,581,977     $25,411,450
                                                     ==========      ==========
</TABLE>
                                       3
<PAGE>
                             NextPath Technologies,
                      Consolidated Statement of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                                For the      For the      For the      For the
                             three months  three months  six months  six months
                                ended         ended        ended        ended
                               June 30,      June 30,      June 30,    June 30,
                                 2000          1999         2000         1999
                             ------------  ------------  ------------ ----------


<S>                           <C>          <C>           <C>          <C>
Sales                         $ 1,506,475  $         -   $ 2,438,375  $       -

Cost Of Goods Sold                832,943            -     1,722,883          -
                               ----------   ----------    ----------  ---------
Gross Profit                      673,532            -       715,492          -
                               ----------   ----------    ----------  ---------

Operating Expenses
  General & Administrative      1,065,813      152,260     4,259,758    223,203
  Consulting                    1,359,960       47,930     5,034,960     83,208
  Sales                           394,113            -       565,131          -
                               ----------   ----------    ----------  ---------
    Total Operating Expenses    2,819,886      200,190     9,859,849    306,411
                               ----------   ----------    ----------  ---------

OTHER INCOME(EXPENSE)
  Interest Expense                (11,145)      60,354       (21,838)    60,354
  Dividend Income                  30,000            -        60,000          -
  Other Income                     17,780            -        24,649          -
  Depreciation & Amortization  (1,358,944)           -    (2,697,250)         -
  Interest Income                   8,553            -        11,990          -
                               ----------   ----------    ----------  ---------
    Total Other Income
      (Expense)                (1,313,756)      60,354    (2,622,449)    60,354
                               ----------   ----------    ----------  ---------

NET INCOME(LOSS)              $(3,460,110) $  (260,544) $(11,766,806) $(366,765)
                               ==========   ==========   ===========   ========

NET INCOME(LOSS PER SHARE)    $    (0.089) $    (0.023) $     (0.304) $  (0.037)
                               ==========   ==========   ===========   ========

WEIGHTED AVERAGE SHARES
  OUTSTANDING                  38,774,437   11,089,309    38,661,409  9,831,409
                               ==========   ==========   ===========  =========
</TABLE>

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

Cash Flows From Operating Activities
<S>                                                  <C>             <C>
Net Income(Loss)                                     $(11,766,806)   $ (366,765)
Adjustments to Reconcile Net Income (Loss) to
  Net Cash Provided(Used) in Operating Actvities:
   Depreciation & Amortization                          2,697,250             -
   Bad Debt                                               250,000             -
   Stock Issued for Services                            3,980,875             -
Change in Assets and Liabilities
  (Net of Effects of Acquisition
  of Essentia)
  (Increase) Decrease in:
   Accounts Receivable                                   (576,297)            -
                                                         (303,625)            -
Inventory
  Prepaid Expenses                                        (11,709)            -
  Increase (Decrease) in:
    Accounts Payable and Accrued Expenses               1,623,566       (37,862)
                                                       ----------      --------
      Net Cash Provided(Used) by
      Operating Activities                             (4,106,746)     (404,627)
                                                       ----------      --------

Cash Flows from Investing Activities
  Cash Paid for Notes                                   (3,086,934)    (418,952)
  Purchase of Fixed Assets                                (602,299)      (1,073)
  Cash Paid for Deposits                                    (5,274)           -
  Cash Paid for Investments                                      -      (72,162)
  Cash Acquired in Acquisition                              55,142            -
                                                        ----------     --------
    Net Cash Provided(Used) by Investing Activities     (3,639,365)    (492,187)
                                                        ----------     --------
Cash Flows from Financing Activities
  Proceeds from Debt Financing                           3,902,515      897,719
  Principal Payments on Debt Financing                    (608,000)           -
  Proceeds from Advances                                    95,878            -
  Stock Issued for Cash                                  3,879,549            -
                                                        ----------     --------
    Net Cash Provided(Used) by Financing Activities      7,269,942      897,719
                                                        ----------     --------

Increase in Cash                                          (476,169)         905

Cash and Cash Equivalents at Beginning of Period           658,837            -
                                                        ----------     --------

Cash and Cash Equivalents at End of Period              $  182,668     $    905
                                                        ==========     ========
</TABLE>

                                       5
<PAGE>

                          NextPath Technologies, Inc.
                      Consolidated Statement of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                       For the six months ended
                                                                 June 30
                                                       ------------------------
                                                           2000         1999
                                                       ------------   ---------

Supplemental Disclosures of Cash Flow Information:

Cash Paid for:
<S>                                                    <C>            <C>
  Interest                                             $       674    $  60,354
                                                       ===========    =========
  Income Taxes                                         $         -    $       -
                                                       ===========    =========

Non Cash Financing Activities:
  Common Shares Issued for Services                    $ 5,146,875    $       -
                                                       ===========    =========
  Common Shares Cancelled for Services                 $(1,166,000)   $       -
                                                       ===========    =========
</TABLE>


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

Notes to Financial Statements

NextPath  Technologies,  Inc. (the "Company") has elected to omit  substantially
all  footnotes to the financial  statements  for the three months ended June 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-K 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., now a Phoenix,
Arizona 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>



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.

Overview

        We are a development  staged 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-CommerceGroup, Environmental Technologies Group and Health Products Group.

        We don't have any significant  operating  history other than that of our
wholly  owned  subsidiaries.  We  currently  derive all of our revenue  from the
operations  of our wholly  owned  subsidiaries  and from our other  investments.
During 1999 and 2000, most of our efforts have been directed toward  identifying
potential  acquisitions  and the  raising of  sufficient  capital to finance our
operations and costs  associated with the negotiation and closing of acquisition
agreements with our  subsidiaries.  We intend to continue to identify and pursue
acquisitions which provide  attractive  investment  opportunities,  particularly
when we can add value through our technical  expertise.  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 six 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.

Second Quarter Transactions

        We did not close any  transactions  during the  second  quarter of 2000,
However, as a result of our activities during the second quarter,  the following
transactions  closed  between the end of the second quarter and the date of this
10-Q:

     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

                                       7
<PAGE>

          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  Systems,  Inc.  ("NESI")   acquired  the  assets of the
          Industrial Division of Lewis Mechanical and Metalworks, Inc.

        On May 16, 2000, we authorized  and  conditionally  issued,  but did not
deliver,  30,000,000  shares of Class A common stock to Rising Star Investments,
Inc., of which we own fifty percent,  in order to show its capability to perform
in a series of investment  opportunities  we were exploring.  The Class A common
stock was  restricted as to  transferability  and had no voting  rights.  As the
investment  opportunities  did  not  materialize,  the  certificates  have  been
cancelled and the shares have been returned to our treasury.

Results of Operations

In General.
----------

        Sales for the three  month  period  ended  June 30,  2000 (the  "current
year second quarter") increased to $1,506,475  from no sales for the three month
period ended June 30, 1999 (the "prior year second  quarter").  The  increase in
sales  for  the  current  year  second  quarter  reflects  the  acquisitions  of
LaserWireless, Inc.("LaserWireless"), Willow Systems, Inc. ("Willow"), Sagebrush
Technology, Inc. ("Sagebrush") and Essentia Water, Inc. ("Essentia").

        Cost of goods sold  increased  to $832,943  in the  current  year second
quarter  from no cost of goods sold in the prior year second  quarter due to the
acquisitions  of  LaserWireless,  Willow,  Sagebrush and Essentia.  Gross profit
increased  to $673,532 in the current  year second  quarter from no gross profit
during the prior year  second  quarter.  The  increase  in gross  profit for the
current year second quarter reflects increased sales by our subsidiaries.

        Operating  Expenses  for the current  year second  quarter  increased to
$2,819,886  from  $200,190 in the prior year  second  quarter.  The  increase in
operating  expenses was due to  increased  general and  administrative  expenses
($152.260  to  $1,065,813)  and  increased   consulting   expenses  ($47,930  to
$1,359,960).  We expect that  consulting  expenses  will  decline  significantly
during the remainder of 2000.

        As a result of the factors  discussed  above,  we incurred a net loss of
$3,460,110 during the current year second quarter ($0.089 per share) compared to
a net loss of $260,544  ($0.023  share)  during the prior year  second  quarter.
However,  the net loss of  $3,460,110  during the current  year  second  quarter
represents a substantial improvement over the net loss of $8,306,696 we incurred
during the three month  period  ended March 31,  2000.  In  addition,  our total
assets as of June 30, 2000 were  $34,611,977  as compared to our total assets of
$25,411,450 as of December 31, 1999, while our total liabilities  increased from
$4,047,553 as of December 31, 1999 to $9,470,165 as of June 30, 2000.

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

        Operational  Summary - 2nd  Quarter.  Second  Quarter  sales  were zero.
LaserWireless  remained  in an  advanced  R&D state  during the second  quarter.
LaserWireless  has  planned  sales for its first  production  run of thirty (30)
units  beginning in the last  quarter of 2000.  Higher  inventory  levels in the
second  quarter  reflect   accumulation  of  components  for  beta  test  units.
LaserWireless'  trade show expense increased 270% over the first quarter.  Sales

                                       8
<PAGE>

leads were generated and increased  product awareness was achieved in the second
quarter  through  participation  in Super Com,  Acouta and Facilities Fair trade
shows.  Tooling  costs  increased  9.5% over the first  quarter  costs.  The new
reusable  extrusion mold tooling will provide  additional  production  capacity.
Tooling costs were expensed rather than capitalized.

        Operational  Summary  - YTD  2000.  Operational  progress  includes  the
development of manufacturing systems, procedures and infrastructure necessary to
assemble,  test and ship the laser units  according to the planned sales levels.
Key  progress  events  include  tooling  completion  and  the  placing  of a new
environmental  testing chamber into operation.  LaserWireless  is structured and
prepared  to meet  planned  sales  requirements.  LaserWireless  plans  to begin
shipments early in the last quarter of 2000.

        Projections  2000  and  2001.  Sales  are  planned  to begin in the last
quarter of 2000 and total  $119,000 for the year. An operation  loss of $571,379
is projected  for 2000.  Sales for 2001 are  expected to increase  approximately
2000% to $2,362,410 with a net profit of approximately 10%.

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

        Operational Summary - 2nd Quarter. Second quarter sales of $755,772 were
up 190% from last year's second  quarter  sales of $385,072.  The increase was a
result of improved  AutoGuide  sales.  Gross profit for the current  quarter was
57.5%  compared  to 25.6% for the  second  quarter  of last  year.  The  greatly
improved  gross  margin  was  achieved  through  better  production  management,
improved work processes, job tracking and internal controls.

        Operational  Summary - YTD 2000.  Six month ending  sales of  $1,422,057
were up 166% from the corresponding  period last year of $856,400.  Sales in all
categories  improved  during the first six months of the year.  AutoGuide  sales
doubled,  showing the greatest increase.  Another major component of the overall
sales increase was a 50% improvement in engineering service contract work.

        Projections  2000 and 2001.  Sales  projections  for year 2000 have been
lowered to $3,075,000 from $4,739,450.  Net income for the year has been revised
to show a planned  profit of  $100,000  from the  previous  anticipated  loss of
$1,154,718.  Year 2001 sales are expected to increase 31% to  $4,458,750  with a
net profit of 7% or $334,406.

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

        Operational Summary.  Second quarter sales of $155,906 were down 8% from
last year's second quarter sales of $228,454. Willow showed an operating loss of
$417,811 for the second  quarter.  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 will be merged into the operations of
Sagebrush.

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

        Operational Summary - 2nd Quarter. Second quarter 2000 sales of $594,000
were up 244% from last year's second quarter sales of $173,100, principally as a
result of increased  private label sales.  Second quarter sales of private label
products  increased  almost  five-fold over last year's  comparable  quarter and
accounted for 50% of the current quarter sales.  Private label sales amounted to
30% of last year's second quarter  sales.  Current second quarter gross sales of
our  flagship  Essentia  brand grew 138%  principally  due to having  nationwide
distribution  of  branded  products  in the  current  quarter as  compared  with
distribution  limited to the West,  Southwest,  and Midwest  regions  during the
previous year. Current year second quarter sales for the comparable regions were
up 65% over those of the previous year.  Gross profits for the current  quarter,
expressed as a percentage of sales, at 29%, was two percentage points lower than
last year's  second  quarter as a result of higher margin brand sales diluted by
the proportionately larger increase in lower margin private label sales.

        Despite a 220%  increase  in gross  profit,  the current  year's  second
quarter loss of $150,300 increased by over 10% over last year's loss of $136,200
for  the  comparable  quarter  due  principally  to a 107%  increase  in  sales,

                                       9
<PAGE>

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 modestly as a result of increased staffing.

        Operational  Summary - YTD 2000. Sales of $860,900 for year-to-date 2000
were up 212% from last  year's  six-month  sales of  $275,700  principally  as a
result of increased  private  label sales.  Year-to-date  sales of private label
products  increased  almost four-fold over the first six months of last year and
accounted for 47% of current year-to-date sales. Private label sales amounted to
30% of sales for the first six months of last year.  Year-to-date gross sales of
Essentia's  brand  product  grew  132%,  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 72%
over those of the  previous  year.  Gross  profits  for the  current six months,
expressed  as a percentage  of sales,  at 30% was nearly two  percentage  points
lower than 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 197% increase in gross profit, the current year-to-date period
loss of  $392,700  increased  by 27% over last year's six month loss of $308,900
due principally to a 79% 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  52% as a  result  of  audit  and
consulting fees and increased staffing.

        Projections  - 2000 and 2001.  Planned  increases in sales and marketing
spending  will more than offset gross profit gains  throughout  the remainder of
2000, thus increasing quarterly losses. This trend is expected to reverse itself
during 2001.

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
six months. The extent of additional financing needed will depend on the success
of our business and our ability to identify and pursue  additional  acquisitions
that provide attractive investment  opportunities.  While to the extent possible
we intend to fund future  acquisitions  primarily  with our common  stock,  most
acquisitions require that a portion of the consideration be in the form of cash.
If  we  significantly  increase  the  operations  of  our  subsidiaries  or  our
acquisitions   beyond   planned  levels  or  if  our  revenues  are  lower  than
anticipated,  our cash needs will be increased.  In addition, our future capital
requirements  will depend on a number of other  factors,  including the level of
our product  research and  development,  the level of market  acceptance  of our
goods and services, and the feasibility and extent of international expansion.

                           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. We have advised the SEC that we intend
to fully  cooperate  with its staff as it  conducts  its  investigation.  In the

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<PAGE>

meantime,  we intend to  continue to execute  our  business  plan and to pursue,
negotiate, and close acquisitions,  joint ventures and other strategic alliances
which we  believe  will  allow us and our  subsidiaries  to  become  significant
participants  in a number of rapidly  expanding  technology  market  sectors and
which we believe will result in increases in our revenues and  profitability and
the enhancement of shareholder value.

        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.

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 April 3,  2000,  we filed a Form 8-K which  reported  (i) that Gray &
Northcutt,  Inc., our auditors since February 8, 2000, resigned, (ii) that James
Ladd resigned as Chairman, President and Chief Executive Officer effective March
17, 2000,  (iii) that David Nuttle was elected to act as interim  President  and
CEO, (iv) that Dr. Charles Gourd and Messrs.  Kenneth Sweet and Robert  Woodward
were added to our Board of Directors, and (v) other matters.

        On April 11,  2000,  we filed a Form 8-K  which  reported  that  Crouch,
Bierwolf & Chisholm was engaged as our auditors

        On June  26,  2000,  we  filed a Form  8-K/A  which  reported  financial
information related to our merger with the Epilogue  Corporation on November 12,
1999.

        On June  26,  2000,  we  filed a Form  8-K/A  which  reported  financial
information  related to our acquisition of Willow Systems,  Inc. on November 15,
1999.

        On June  26,  2000,  we  filed a Form  8-K/A  which  reported  financial
information related to our acquisition of Sagebrush Technology, Inc. on December
14, 1999.


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<PAGE>


        On June  26,  2000,  we  filed a Form  8-K/A  which  reported  financial
information  related to our acquisition of Essentia  Water,  Inc. on January 21,
2000.

                                   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/ David A. Nuttle                      August 11, 2000
                        -----------------------------
                        David A. Nuttle
                        Chairman, Chief Executive Officer and President
                        (principal executive officer)


                        NEXTPATH TECHNOLOGIES, INC.

                        /s/ Robert Woodward                      August 11, 2000
                        -----------------------------
                        Robert Woodward
                        Chief Financial Officer
                        (principal financial and accounting officer)









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