I NET INC
10QSB, 1998-10-23
COMPUTER PROGRAMMING SERVICES
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                     U.S. Securities and Exchange Commission

                              Washington D.C. 20549

                                   FORM 10-QSB

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

      For the nine month period ended September 30, 1998

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

      For the transition period from ____________________to_____________________


                           Commission File No. 0-23806

                                   I/NET INC.
                 (Name of Small Business Issuer in its Charter)


            DELAWARE                                       87-0046720           
      (State or Other Jurisdiction of               (IRS Employer I.D. No.)
      incorporation or organization)

                           643 West Crosstown Parkway
                            Kalamazoo, Michigan 49008
                    (Address of Principal Executive Officers)


                    Issuer's Telephone Number: (616) 344-3017

Indicate by check mark whether the Issuer (1) has filed all reports  required to
be  filed  by  Section  13 or 15 (d) of the  Exchange  Act of  1934  during  the
preceding 12 months (or for 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.

                          (1) Yes X No __ (2) Yes X No__
<PAGE>


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

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

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practical date:

                               September 30, 1998

                                   31,037,652





                         PART 1 - FINANCIAL INFORMATION

Item 1.    Financial Statements

The  consolidated  financial  statements  included  herein have been prepared by
I/NET Inc. ("I/NET" or the "Company")  without audit,  pursuant to the rules and
regulations  of the  Securities  and Exchange  Commission.  It is suggested that
these  consolidated  financial  statements  be  read  in  conjunction  with  the
consolidated  financial  statements  and notes thereto  included in I/NET's 1997
annual report on Form 10-KSB

In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain all  adjustments  necessary to present  fairly the financial
position of the Company as of September 30, 1998,  the results of its operations
for the nine month periods ended September 30, 1998 and 1997, and its cash flows
for the  nine  month  periods  ended  September  30,  1998  and  1997.  All such
adjustments are of normal and recurring nature.

<PAGE>

                                   I/NET Inc.
                        Consolidated Statements of Income
                                   (Unaudited)
- --------------------------------------------------------------------------------

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

                                                        Nine Months Ending  
                                                   September 30,  September 30,
                                                      1998             1997     

Revenues                                           $ 1,338,856     $ 1,094,997

Cost of Revenues                                       652,740         476,697
                                                    -----------     -----------

         Gross Profit                              $   686,116     $   618,300

Selling, General, and Administrative Expenses          391,797         468,589
                                                    -----------     -----------
         Earnings from operations                  $   294,319     $   149,711

Interest Expense - Net of interest income of  
$5,864 in 1998 and $789 in 1997.                       (58,696)        (79,126)
                                                    -----------     -----------
         Earnings before Extraordinary Item        $   235,623      $   70,585


Extraordinary item:
         Gain on extinguishment of debt (note 13)        -              97,946
                                                    -----------     -----------
Net Earnings                                       $   235,623      $  168,531
                                                    ===========     ===========
Net Earnings  per share
         Earnings before Extraordinary Item        $    .01         $     -

              Extraordinary Item                   $     -          $     -
                                                    -----------     -----------
         Net Earnings per share                    $    .01         $     -
                                                    ===========     ===========
Basic and Diluted Weighted Average Number of
     Common Shares Outstanding                      31,037,652      30,937,652


See  accompanying  summary  of  accounting  policies  and notes to consolidated
financial statements
<PAGE>

                                   I/NET, Inc.
                           Consolidated Balance Sheet
                                   (unaudited)
- --------------------------------------------------------------------------------

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

                                                        September 30, 1998      
Assets (Note 2 and 3)
     Current Assets
         Cash                                              $   150,319
         Trade Receivables                                     152,571
                                                            -----------
         Total Current Assets                              $   302,890

         Office Furniture and Equipment, Net of
                  Accumulated Depreciation $184,591             26,304
                                                            ----------- 
         Total Assets                                      $   329,194
                                                            ===========

Liabilities and (Capital Deficit)
     Current Liabilities
         Accounts Payable                                  $   141,207
         Accruals:
              Commissions (Note 1)                             258,000
              Other                                            139,660
         Advances from Stockholders' (Note 2)                  100,780
         Current maturities of long-term debt (Note 3)         715,000
                                                            -----------
         Total Current Liabilities                         $ 1,354,647
         Long-term Debt, less current maturities (Note 3)      508,036
                                                            -----------
         Total Liabilities                                 $ 1,862,683

         Commitments and Contingencies (Notes 8 and 11)         -

         Stockholders' Equity (Capital Deficit)
         Common Stock $.001 par value; Authorized 
            50,000,000 Shares:
         Issued and outstanding 31,037,652                      31,038
         Additional Paid in Capital                         11,886,674
         Deficit                                           (13,451,201)
                                                           ------------
         Total (Capital Deficit)                            (1,533,489)

         Total Liabilities and (Capital Deficit)           $   329,194
                                                           ============

See  accompanying  summary  of  accounting  policies  and  notes to consolidated
financial statements

<PAGE>



                                   I/NET Inc.
                      Consolidated Statements of Cash Flows
                                   (unaudited)
- --------------------------------------------------------------------------------

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

                                                        Nine Months Ending
                                                    September 30 September 30
                                                        1998         1997
Operating Activities
         Net Earnings                                 $235,623    $ 168,531
         Depreciation and Amortization                  22,500       22,500
           Extraordinary Item: Gain on 
              Extinquishment of debt                      -         (97,946)
         Changes in Assets and Liabilities
                  Accounts Receivable                  (72,815)    (157,278)
                  Accounts Payable                          64       93,324
                  Accruals                                 961       (7,377)
                                                      ---------    --------- 
Cash Provided By Operating Activities                 $186,333     $ 21,754

Investing Activities
         Capital Expenditures                          (12,512)        -
                                                      ---------    ---------  
Cash (Used In) Investing Activities                   $(12,512)        -

Financing Activities
         Advances from Stockholder                        -          50,000
         Repayment of Advances from Stockholders       (33,998)         -
            Proceeds from the Issuance of Common Stock    -          50,000
         Proceeds from the Issuance of Notes Payable      -          50,000
         Principle Payments on Long-Term Debt         (125,443)    (166,995)
                                                      ---------    ---------
Cash (Used In) Financing Activities                   (159,441)    $(16,995)
                                                      ---------    ---------
Increase in Cash and Cash Equivalents                 $ 14,380     $  4,759

Cash and Cash Equivalents, Beginning of Period         135,939       20,517
                                                      ---------    --------- 
Cash and Cash Equivalent, End of Period               $ 50,319     $ 25,276
                                                      =========    =========
See  accompanying  summary  of  accounting  policies  and  notes to consolidated
financial statements

<PAGE>

                                   I/NET, Inc.
                         Summary of Accounting Policies
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- --------------------------------------------------------------------------------

Basis of Presentation 
     The consolidated  financial statements include the accounts of the Company,
I/NET,  Inc., (a Delaware  Corporation) and its wholly owned  subsidiary  I/NET,
Inc. (a Michigan Corporation). Only the subsidiary remains an active Company and
therefore the consolidated  financial  statements  presented within are those of
the subsidiary.

Description  of the  Busines
     The Company is engaged in the business of providing  Website  services on a
contract basis to private sector clients.  In addition,  the Company has further
developed  and is  marketing  Internet  computer  software  products.  Its major
customers  are  International   Marketing  Strategies  (IMS)  and  International
Business Machines (IBM).

Use of  Estimate
     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents
     For purposes of the  statement  of cash flows,  the Company  considers  all
highly liquid  investments  with maturity of three months or less when purchased
to be cash equivalents.

Office Furniture, Equipment and Deprecition
     Office furniture and equipment are stated at cost. Depreciation is computed
by the straight-line  method for financial reporting purposes over the estimated
useful lives of the assets and by accelerated methods for tax purposes.

Taxes on Income
     Deferred  income taxes are recorded to reflect the future tax  consequences
of temporary differencess between  the  tax  bases of assets and liabilities and

<PAGE>

                                   I/NET, Inc.
                         Summary of Accounting Policies
- --------------------------------------------------------------------------------

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

between  the  tax  bases of assets and liabilities and their financial reporting
amounts.

Developed Computer Software
     Software  development  costs  are  accounted  for in  accordance  with  the
provisions  of  Statement  of  Financial  Accounting  Standard  (SFAS)  No.  86,
"Accounting  for the Cost of Computer  Software To Be Sold,  Leased or Otherwise
Marketed."  Software  development costs and certain product  enhancements,  when
significant,  are capitalized  subsequent to the  establishment of technological
feasibility  for the  product  and  prior to the  products  general  release  to
customers.  Costs incurred prior to  technological  feasibility or subsequent to
the product's  general release to customers,  as well as selling,  general,  and
administrative costs associated with the products, are expensed as incurred.

Fair Value of Financial Instruments
     The Company's  financial  instruments consist of cash,  receivables,  notes
payable,  accounts payable,  and long-term debt. Due to the short-term nature of
the items,  other  than  long-term  debt and the  variable  interest  rates on a
substantial  portion of the long-term debt,  management  estimates that carrying
amounts of the Company's financial instruments  approximate their fair values at
September 30, 1998.

Revenue Recognition 
     Revenues for the sale of the  Company's  Internet  products are  recognized
when the product has been accepted by the customer.  The Company records revenue
for its long-term  contracts on the  percentage-of-completion  basis. Under this
method,  revenues  are  determined  by comparing  costs  incurred to date to the
estimated total costs for the contract.  The  proportionate  amounts of contract
revenue are then recorded based on this percentage of completions of costs.

Earnings Per Share 
     Earnings per share amounts have been calculated  using the weighted average
number of   common   shares  outstanding, for the respective periods.  Effective
<PAGE>

                                   I/NET Inc.
                         Summary of Accounting Policies
- --------------------------------------------------------------------------------

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

December  31, 1997, the  Company  adopted  SFAS  No. 128,  "Earnings per Share."
This  pronouncement requires dual presentation of basic and diluted earnings per
share.  All outstanding  warrants and options are  anti-dilutive at
September 30, 1998.

Comprehensive Income        
     In July 1997, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting  Comprehensive Income" ("SFAS
130"). SFAS 130 establishes standards for reporting and display of comprehensive
income and its components in a full set of financial  statements.  The objective
of SFAS 130 is to report a measure  of all  changes  in equity of an  enterprise
that result from transactions and other economic events of the period other than
transactions  with owners.  Comprehensive  income is the total of net income and
all other  non-owner  changes in  equity.  The  Company  adopted  this  standard
effective January 1, 1998. Total comprehensive income was the same as net income
for the nine months ended September 30, 1998 and 1997 respectively.

New Accounting Pronouncements
     In July 1997, SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information" were issued. SFAS No. 131 requires disclosure of reportable
operating segments.  In October 1997, Statement of Position (SOP) 97-2 "Software
Revenue  Recognition"  was issued by the AICPA  Accounting  Standards  Executive
Committee.  This SOP provides  guidance on when revenue should be recognized and
in what amounts for licensing,  selling, leasing or otherwise marketing computer
software.  These  statements  are  effective  for the Company for the year ended
December 31, 1998. The Company is reviewing  these  pronouncements  to determine
their   applicability  to  the  Company,  if  any.  

          See accompanying notes to consolidated financial statements

<PAGE>

                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

1. Commissions 
     In prior  years the  Company  agreed  to  release  a  distributor  from its
exclusive  contract to distribute  certain I/NET products.  In exchange for this
release  I/NET  agreed  to pay a 7.5%  commission  to the other  distributor  of
I/NET's  sales of certain  products  sold  through  September  30, 1999 but at a
minimum of $250,000 and a maximum amount of $500,000.

2. Short-term Advances From Stockholders
   Advances from stockholders consist of:
                                                 September 30, 1998
   Non-interest bearing notes payable to
   stockholders, due on demand                      $  10,280

   Secured stockholder's advances bearing 
   interest  at 8%, and are due on demand              90,500

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

                                                    $ 100,780

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

3. Long-term Debt 
   Long-term debt consists of:

                                                  September 30, 1998

   Notes payable to vendors (see below)             $ 879,096

   Notes payable to stockholders 
   bearing interest at 8% and due in
   January, 2002, secured by all 
   the company's assets                               343,940

- --------------------------------------------------------------------------------
                                                    1,223,036

   Less current maturities                            715,000
- --------------------------------------------------------------------------------


   Total Long-term Debt                             $ 508,036

- --------------------------------------------------------------------------------
<PAGE>

                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

Notes Payable to Vendors  
     Unsecured  notes payable to various  vendors  totaling  $879,096 are due in
various installments and at varying interest rates.

     Two notes totaling $440,655 are due on demand. These notes bear interest at
the prime rate plus 2% (effectively 10.25% at September 30, 1998).

     Another note in the amount of $98,950 is due in monthly installments at the
rate of 5% of the previous months cash receipts (as defined) but at a minimum of
$2,000 bi-monthly. The principle balance of this note was due in September 1996.
The  Company is in  default  on  repayment  on this note but  continues  to make
repayments as required by the original note.  This note bears interest at 8% and
is classified as current.

     Another note in the amount of $243,536 calls for monthly installments of 5%
of the  previous  months cash  receipts  (as  defined)  but at a minimum rate of
$10,000  bi-monthly and bears interest at the prime rate plus 2%. Final payment,
assuming minimum payments only is, December 2003.

     Another note in the amount of $87,299 is due in monthly  installments of 5%
of the previous  month's cash receipts (as defined) but at a minimum rate $3,000
monthly and bears  interest at 10%.  Final payment,  assuming  minimum  payments
only, is July 2001.

     Another note in the amount of $8,656 is due in monthly  installments  of 5%
of the previous  months cash  receipts  (as defined) but at a number  minimum of
$2,000  bi-monthly  and bears interest at the prime rate plus 2%. Final payments
assuming minimum payment only is July 1999.

          
<PAGE>


                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

     For  the  years  following  September  30,  1998  aggregate  maturities  of
long-term  debt over the next five years  assuming  repayment  of  stockholders'
advances (Note 2) and notes are as follows:

                              1999     $715,000
                              2000     $ 73,000
                              2001     $ 72,000
                              2002     $394,000
                              2003     $ 56,000
                Subsequent to 2003     $ 14,000


4.   Stock Warrants
     During prior years, the Company sold common stock for cash, trademark,  and
extinguishment  of debt. In connection  with the  issuances,  the Company issued
warrants to the purchasers of the common stock to acquire up to 1,839,285 shares
of common stock at $2.40 per share. The warrants expire through 1999 and are not
dilutive.  Also,  in  connection  with these  sales,  underwriters  were  issued
warrants for  1,145,714  shares of common stock at a weighted  average  price of
$.90 and are exercisable for five years,  expiring in 1999. In 1997, the Company
issued 460,000  additional  warrants at prices ranging from $.50 to $1.00. These
warrants  were  issued in  connection  with the  obtaining  of the right for the
Company to port certain Netscape Communications Corporation Internet Products to
the IBM AS/400  platform.  (See Note 11).  These  warrants  expire in 2000.  All
warrants were exercisable at September 30, 1998.


<PAGE>

                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

5.   Related Party Transactions/Major Customers
     The Company provided Internet products, and websight consulting services to
a  few  major  customers  namely  International   Business  Machines  (IBM)  and
International Marketing Strategies (IMS) as follows:

                     Nine months ended September 30, 1998        1997
                     Internet Products:

                     LANSA, Inc.                      -      $  138,000

                     IBM                       $   375,000   $     -

                     IMS                           376,000      379,000

                                               $   751,000   $  517,000

                     Websight Consulting Services:

- --------------------------------------------------------------------------------
                     IBM                        $   506,000   $ 500,000
- ------------------------------------------------------------------------------- 
                IBM is also a minority stockholder in the Company

6.   Taxes on  Income  
     Income  taxes  are  calculated  using the  liability  method  specified  by
Statement of Financial  Accounting  Standards  (SFAS) No. 109,  "Accounting  for
Income Taxes."

     Deferred  income  taxes  reflect the net effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes.

<PAGE>

                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

Significant  components   of   the Company's deferred tax assets are as follows:

                                              September 30, 1998
- --------------------------------------------------------------------------------
Deferred Tax Assets:
  Accruals                                      $   97,000
  Trademark                                         61,000
  Net operating loss carryforwards               3,507,000
  Tax Credit carryforwards                          42,000
  Capital loss carryforwards                        24,000

- --------------------------------------------------------------------------------
Total Deferred Tax Assets                       $ 3,731,000

Valuation Allowance                             ( 3,731,000)
- --------------------------------------------------------------------------------

                                                $     -

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

     As of September 30, 1998, the Company had a net operating loss carryforward
approximately   $10,021,000   and   investment  tax  credit   carryforwards   of
approximately  $42,000  available  to reduce  future  taxable  income and taxes,
respectively. These carryforwards expire from 1998 through 2011.

7.   Employee Benefit Plan                   
     The Company has a profit sharing defined contribution pension plan covering
substantially  all  employees.  Under the plan,  employees may make tax deferred
voluntary  contributions  which,  at the  discretion  of the  Company  Board  of
Directors, may be matched within certain limits by the Company. In addition, the
Company may make additional  discretionary  contributions  to the plan as profit
sharing  contributions.  All contributions to the plan are limited by applicable
Internal Revenue Code regulations.  There were no Company  contributions charges
against operations in 1998 or 1997.

<PAGE>


                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

8.   Operating  Lease 
     The   Company   leases  its   facilities   and  certain   equipment   under
non-cancelable  leases.  Rental  expense  under these  leases was  approximately
$79,000 for the month nine months ended  September  30, 1998 and $58,000 for the
nine months ended  September 30 1997.  Future  minimum annual lease payments for
the years subsequent to September 30, 1998 are as follows:

                         1999           $112,000
                         2000           $ 94,000
                         2001           $ 40,000

9.   Incentive Stock Option Plan 
     The Company maintains and incentive stock option plan that provides for the
granting of options to officers and other key employees at an exercise price not
less than 100% of the fair market value on the date of the grant. Twenty percent
of the  options  become  exercisable  each  year  following  the date  they were
granted, and can remain outstanding for five years following the day they become
fully vested.  Changes in options outstanding are summarized as follows:  

                                               Option Price   Weighted Average
                                    Shares       Per Share     Price per share

         January 1, 1997            42,500         $2.50            $2.50
           Granted June 1997       100,000           .37              .37
           Lapsed                 ( 27,500)         2.50             2.50

         December 31, 1997
           and September 30, 1998  115,500       $.37-2.50           $.65

     At September 30, 1998,  582,255 shares of common stock are reserved for the
incentive stock option plan and 32,000 options were vested and exercisable.  The
remaining  contractual  life on  these  options  is four  years.  The  remaining
contractual life of the 83,000 shares outstanding is nine years.

<PAGE>

                                   I/NET Inc.
                    Notes to Consolidated Financial Statement
- --------------------------------------------------------------------------------

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

     Under SFAS no. 123 "Accounting for Stock Based  Compensation",  the Company
is required to provide pro forma  information  regarding net income and earnings
per share as if  compensation  cost for the Company's stock option plan had been
determined in accordance with the fair based method  prescribed in SFAS no. 123.
The Company  estimates  the fair value of each stock option at the grant date by
using the Black-Scholes option pricing model with the following assumptions used
for the grant in 1997;  expected  volatility of 93 percent;  risk-free  interest
rate of 6.4 percent, and an expected option life at 10 years.

     Under the  accounting  provisions of SFAS No. 123, the Company's net income
for the nine months ended September 30, 1998 would not have been affected.

10.  Supplemental Disclosure of Cash Flow Information
     Interest  paid for the nine months  ended  September  30, 1998 and 1997 was
$34,000 and $44,000  respectively.  The Company paid no income taxes during 1998
and 1997.

11.  Contingencies

         Royalties 
     In  September  30,  1997,  the  Company  entered  into a  software  license
agreement with Netscape  Communications  Corporation (Netscape) wherein Netscape
granted to the Company the right to port certain of its Internet Server products
to the IBM AS/400  platform.  This  agreement is for a period of three years and
allows the  Company  to market and  distribute  the ported  products  upon their
modification to the AS/400 platform.

     In exchange  for this  license  agreement,  I/NET has agreed to pay minimum
royalties to Netscape in the amount of  $3,000,000  according  to the  following
repayment schedule:

<PAGE>

                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

Paid by IBM on behalf of I/NET in October 1997        $  250,000

Paid by IBM on behalf of I/NET in September 1998      $  750,000
                              September 30, 1999      $1,000,000
                              September 30, 2000      $1,000,000

     In addition, I/NET has agreed to pay Netscape an annual development support
fee of $250,000 for a three year  period.  Netscape has agreed to waive this fee
until the products are ready to be marketed.

     IBM has guaranteed to Netscape the above listed royalties in the event that
product sales are insufficient to repay amounts due under this agreement.

     In addition,  IBM will provide advances against  royalties in the amount of
$600,000  as certain  tasks are  completed  during the  porting of the  Netscape
products to the IBM  platform.  These  amounts will be  reimbursed  to IBM after
deduction of Netscape royalties,  in the amount of 10% of total revenue received
from the sale of the ported products.  The first  reimbursement was due in March
1998. The Company recognized $200,000 of revenue from these advances in 1997 and
$375,000 in the first nine months of 1998 as certain  milestone events were met.
These  advances  are treated as if under a research  and  development  agreement
whereby  I/NET is not  obligated  to repay any of these  funds  advanced  by IBM
except from  royalties of future  sales,  if any. It  anticipates  recording the
remaining $25,000 as revenue as other milestones are met in 1998.

        Litigation                          

     The Company is involved in various  legal  actions  arising from the normal
course of business.  Management  does not  anticipate  any material  losses as a
result of these proceedings.

<PAGE>

                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

12.  Continued Existence
     The Company's financial statements have been presented on the basis that it
is a going  concern,  which  contemplates  the  realization  of  assets  and the
satisfaction  of liabilities  in the normal course of business.  The Company had
suffered  recurring  losses from  operations  in prior years,  has a significant
operating  capital  deficit and  requires  additional  capital to  continue  its
product  development.  Management  believes the Company will continue as a going
concern and is actively  marketing its products,  which would enable the Company
to meet its current  obligations and provide  additional  funds for continue new
product  development.  In addition,  management is currently  developing several
additional  projects  for its services and  products.  However,  there can be no
assurance these activities will be successful.

13.  Management's  Discussion And Analysis of Financial Condition and Results of
       Operation
     Nine months ended September 30, 1998 and 1997.
         
     Results of Operation                 
     Revenues  for nine  months  ended  September  30, 1998 were  $1,338,856  as
compared to  $1,094,997  for the nine months  ended  September  30,  1998.  When
analyzed by product  category,  revenues of Website  consulting  services to IBM
were  $506,000  in 1998,  as  compared  to  $500,000  in 1997.  Sale of Internet
products  accounted  for  revenues  of  $756,000  in 1998 and  $517,000 in 1997.
Revenue from the porting of Netscape  products,  which are included in the above
sale of Internet  products to the AS/400  operating  system produced  revenue of
$375,000 in 1998 and $0 in 1997.

     Cost of revenues  increased  by  $176,000 as compared to 1997.  The primary
cause for this increase was the hiring of additional  development  personnel for
the Netscape and IBM projects.

<PAGE>

                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

     General and  administrative  expenses  decreased  by $75,000 as compared to
1997. The cause for this decrease was the reduction of administrative  personnel
costs and continued cost containment measures.

     Interest expenses  decreased by $20,000 due to decreased  borrowings in the
first nine months of 1998 as interest-bearing debt continues to be repaid.

     Also in 1997, the Company recognized an extraordinary item in the amount of
$98,000 from the recognition of forgiveness of indebtedness.

14.  Financial Condition and Liquidity
     The Company's  primary need for capital has been and Liquidity to invest in
computer software  development.  As of September 30, 1998. The Company's working
capital  deficit  was  $1,052,000  as  compared  to a deficit of  $1,317,000  at
September 30, 1997, the resulting  decrease in working  capital deficit has been
provided by earnings in 1998 and 1997.

     The  Company  believes  that the  additional  sales  provided  by the above
mentioned agreements,  the continued development of new products,  together with
the  renegotiations  of its  defaulted  debt,  should  provide the Company  with
sufficient  working  marketing its  products,  which would enable the Company to
meet its current  obligations  and provide  additional  funds for  continue  new
product development.  In addition,  management is currently  negotiating several
additional several additional contracts for its services and products.  However,
there can be no assurance these activities will be successful.

     During the third quarter of 1998,  the Company  introduced the Beta Version
of its  Netscape  Servers  running on the  AS/400.  This Beta  Version  has been
initially  well  received.  The Company has  scheduled  the next release of this
Internet product at the end of 1998. 

<PAGE>

                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

     In June 1997, SFAS No. 130 "Reporting  Comprehensive Income "Segments of an
Enterprise  Related  Information" were issued by the AICPA Accounting  Standards
Executive  Committee.  This SOP  provides  guidance  on when  revenue  should be
selling or otherwise  marketing computer software.  All statements are effective
for the Company for the year ended  December 31, 1998.  The Company is reviewing
this pronouncement to determine its applicability to the Company, if any.

     All I/NET developed software is year 2000 compliant.

"SAFE HARBOR" Statement Under the Private Securities Litigation Act of 1995
     Certain information contained in this form 10-QSB may constitute or include
forward-looking  statements. Such forward-looking information involves important
known and unknown risks and  uncertainties  and other factors that may cause the
actual  results,  performance,  or  achievements of the Company to be materially
different from any future results,  performance,  or  achievements  expressed or
implied  by such  forward-looking  statements.  These  risks  and  uncertainties
include, but are not limited to, uncertainties  relating to economic conditions;
possible  future  acquisitions  and  divestitures;   technological  changes  and
developments  in the  competitive  environment  in which the  Company  operates;
spending  patterns  of  the  Company's  customers;  success  of the  Company  in
negotiations  with its lenders;  size,  timing,  and recognition of revenue from
significant  orders;  ability  of the  Company  to  successfully  implement  its
business  strategy of developing and licensing  client/server  decision  support
application  software designed to address specific industry markets; new product
introductions and announcements by the Company's competitors; changes in Company
strategy;  product life cycles,  cost and continued  availability of third party
software and  technology  incorporated  into the Company's  products;  potential
obsolescence   of   the   Company's  existing   products  or  services; cost ans

<PAGE>

                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

availability   of   developers,   success  in and  expense  associated  with the
development, production, testing, marketing, and shipping of products, including
a failure to ship new products and  technologies  when  anticipated,  failure of
customers  to accept these  products  and  technologies  when  planned,  and any
defects  in  products;  perceived  absolute  or  relative  overall  value of the
Company's products by the company's customers,  including features, quality, and
pricing compared to other competitive  products;  amount, and rate of growth in,
the Company's selling,  general and administrative  expenses;  occurrence of any
expenditures and expenses,  including  depreciation and research and development
expenses;  costs  and  other  effects  of legal  and  administrative  cases  and
proceedings  (whether  civil  or  criminal),  settlements,  and  investigations,
claims, and changes in those items; developments or assertions by or against the
Company relating to intellectual  property  rights;  adoption of new, or changes
in,  accounting  policies and practices and the application of such policies and
practices;  and  effects or  changes  within the  Company's  organization  or in
compensation and benefit plans.  Since the purchase of the Company's products is
relatively  discretionary and involves a commitment of capital,  in the event of
any  downturn in any  potential  customers'  business or the economy in general,
purchases of the Company's  products may be deferred or canceled.  Further,  the
Company's  expense levels are based,  in part, on its  expectations as to future
revenue and a  significant  portion of the  Company's  expenses do not vary with
revenue.  As a result, if revenue is below  expectations,  results of operations
are likely to be materially  adversely affected.  Shareholders are cautioned not
to place undue  reliance  on the  forward-looking  statements  made in this Form
10-QSB, which speaks only as of the date hereof.


<PAGE>

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

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

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report  has been  signed  below by the  following  person on behalf of the
registrant and in the capacities and on the dates indicated:


I/NET, Inc.




Date:  October 23, 1998




By:  /S/     Stephen J. Markee 
     _________________________________

             Stephen J. Markee
       Director, President, CEO and CFO


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                         0000789860
<NAME>                        I/NET
<MULTIPLIER>                                   1
<CURRENCY>                                     $
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              Dec-31-1998
<PERIOD-START>                                 Jan-01-1998
<PERIOD-END>                                   Sep-30-1998
<EXCHANGE-RATE>                                1
<CASH>                                         150,319
<SECURITIES>                                   0
<RECEIVABLES>                                  152,571
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               302,890
<PP&E>                                         210,895
<DEPRECIATION>                                 184,591
<TOTAL-ASSETS>                                 329,194
<CURRENT-LIABILITIES>                          1,354,647
<BONDS>                                        0
                          0
                                    0
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<TOTAL-LIABILITY-AND-EQUITY>                   329,194
<SALES>                                        1,338,856
<TOTAL-REVENUES>                               1,338,856
<CGS>                                          652,740
<TOTAL-COSTS>                                  652,740
<OTHER-EXPENSES>                               391,797
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             58,696
<INCOME-PRETAX>                                235,623
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            235,623
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   235,623
<EPS-PRIMARY>                                  .01
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