I NET INC
10QSB, 1999-07-28
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 quarterly  period ended June 30, 1999

[ ]  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 __

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

                                  June 30, 1999

                                   31,037,652




                         PART 1 - FINANCIAL INFORMATION

Item 1.    Financial Statements

The  consolidated  financial  statements  included  herein have been prepared by
I/NET,  Inc.  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  1998 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 June 30, 1999,  the results of its  operations for
the six month periods  ended June 30, 1999 and 1998,  and its cash flows for the
six month  period  ended June 30,  1999 and 1998.  All such  adjustments  are of
normal and recurring nature.

<PAGE>

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

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

                                                                  June 30, 1999
                                                                 ---------------
Assets (Note 2 and 3)
     Current Assets
         Cash                                                       $   53,380
         Trade Receivables                                             274,500
                                                                 ---------------
         Total Current Assets                                       $  327,880

     Office Furniture and Equipment, Net of
         Accumulated Depreciation $88,832                               25,206
                                                                 ---------------

         Total Assets                                               $  353,086
                                                                 ===============

Liabilities and Capital Deficit
     Current Liabilities
         Accounts Payable                                           $   86,170
         Accruals:
              Commissions (Note 1)                                     258,000
                    Other                                              157,820
         Advances from Stockholders' (Note 2)                           95,500
         Current maturities of long-term debt (Note 3)                 693,000
                                                                 ---------------
         Total Current Liabilities                                  $1,290,490
     Long-term Debt, less current maturities (Note 3)                  432,781
                                                                 ---------------

              Total Liabilities                                     $1,723,271
                                                                 ---------------

     Commitments and Contingencies (Notes 8 and 11)                     -

     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                                                   (13,287,897)
                                                                 ---------------
         Total Capital Deficit                                      (1,370,185)
                                                                 ---------------

              Total Liabilities and Capital Deficit                 $  353,086
                                                                 ===============

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

<PAGE>

                                   I/NET, Inc.
                       Consolidated Statements of Earnings
                                   (unaudited)
- --------------------------------------------------------------------------------

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

                                      Three Months Ended     Six Months Ended
                                     ---------------------  --------------------
                                      June 30,   June 30,    June 30,  June 30,
                                        1999      1998        1999      1998
                                     ---------  ---------   ---------  ---------

Revenues                             $373,931   $450,351    $894,549   $883,132

Cost of Revenues                      182,273    242,178     455,167    484,405
                                     ---------  ---------   ---------  ---------

         Gross Profit                $191,658   $208,173     $439,382  $398,727

Selling, General, and Administrative
Expenses                              123,484     95,555      299,296   235,043
                                     ---------  ---------   ---------  ---------

         Earnings from operations    $ 68,174   $112,618     $140,086  $163,684

Interest Expense - Net of interest
income of $4,504  in 1999 and $4,607
in 1998.                              (19,101)   (23,557)     (29,057)  (41,058)
                                     ---------  ----------   ---------  --------

         Net Earnings                  49,073      89,061    $111,029  $122,626
                                     =========  ==========   ========= =========

Net Earnings per share               $   -       $   -       $   -     $   -
                                     =========  ==========   ========= =========



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

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

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

                                                           Six Months Ended
                                                      --------------------------
                                                        June 30        June 30
                                                         1999           1998
                                                      -----------    -----------
Operating Activities
         Net Earnings                                  $ 111,029      $ 122,626
         Depreciation and Amortization                     8,619         15,000
         Changes in Assets and Liabilities
                  Trades Receivables                    ( 72,538)       (95,284)
                  Accounts Payable                      ( 38,330)        58,457
                  Accruals                                (5,287)       (14.646)
                                                      ------------   -----------

Cash Provided By Operating Activities                  $   3,493      $  86,153

Investing Activities
         Capital Expenditures                             (2,725)     $  (8,016)
                                                      ------------   -----------


Cash (Used In) Investing Activities                    $  (2,725)     $  (8,016)

Financing Activities
         Repayment of Stockholder Loans                  (17,800)       (33,998)
         Principle Payments on Long-Term Debt            (33,435)       (78,030)
                                                      ------------   -----------

Cash (Used In) Financing Activities                    $ (51,235)     $(112,028)

Decrease in Cash and Cash Equivalents                  $ (50,467)     $ (33,891)

Cash and Cash Equivalents, Beginning of Period           103,847        135,939
                                                      ------------   -----------

Cash and Cash Equivalent, End of Period                $  53,380      $ 102,048
                                                      ============   ===========


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

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

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

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 Business
- ---------------------------
The  Company  operates  two  segments  consisting of Website consulting services
and  development  of Internet  computer  software  products and Internet  Resume
Management Service. The Company does not operate based upon product lines but as
one business  unit.  Its major  customers are  International  Business  Machines
(IBM),  International Marketing Strategies (IMS) and Career/NET L.L.C. (See Note
5)

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

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 June 30 , 1999.

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's  records it's  revenue
from  Websight  consulting  contracts  as billed  on a monthly basis as time and
expenses are incurred. Revenues from Career/NET are recorded as earned.

Earnings Per Share
- ------------------
Earnings  per  share  amounts  have  been  calculated using the weighted average
number  of  common  shares  outstanding, for the respective periods. Outstanding
warrants and options were not dilutive at June 30, 1999 and 1998.

          See accompanying notes to consolidated financial statements.
<PAGE>

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

- --------------------------------------------------------------------------------
1. Commissions
- ---------------
During  a  prior  year,  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  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:

                                                               June 30, 1999
- --------------------------------------------------------------------------------

Non-interest bearing notes payable to
stockholders, due on demand                                     $ 20,500

Secured stockholder's advances bearing
interest at 8%, and are due on demand                             75,000

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

                                                                $ 95,500

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

3. Long-term Debt Long-term debt consists of:
- ----------------------------------------------
                                                               June 30, 1999
- --------------------------------------------------------------------------------
Notes payable to vendors (see below)                            $ 797,732

Notes payable to stockholders bearing interest
at 8% and due in December, 2001, secured
by all the Company's assets                                       328,049
- --------------------------------------------------------------------------------

                                                                1,125,781
Less current maturities                                           693,000

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

Total Long-term Debt                                           $  432,781

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


Notes Payable to Vendors
- ------------------------
Unsecured notes payable to various vendors totaling $797,732 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 9.75% at June 30, 1999).

Another note in the amount of $82,610 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.

A vendor note in the amount of $216,808 as of June 30,  1999, calls for  monthly
installments  of 5% of the previous  month's 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 November 2003.

Another vendor note in the amount of $57,659 is due in  monthly  installments of
5% of the previous  month's cash  receipts (as defined) but at a minimum rate of
$3,000  monthly and  bears  interest at 10%.  Final  payment,  assuming  minimum
payments only, is March 2001.

Aggregate  maturities  of  long-term  debt  over  the  next  five years assuming
repayment of stockholders' advances (Note 2) and notes are as follows:

                                 2000 $ 693,000
                                 2001 $ 399,000
                                 2002 $  50,000
                                 2003 $  55,000
                                 2004 $  24,000
<PAGE>


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

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

4.  Stock Warrants
- -------------------
During  prior  years,  the  Company  sold common stock for cash, trademark,  and
extinquishment of debt. In connection with these sales, underwriters were issued
warrants for 770,000 shares of common stock at a weighted  average price of $.43
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 with a
weighted  average price of $.69.  These warrants were issued in connection  with
obtaining  the right for the  Company to port  certain  Netscape  Communications
Corporation  Netscape  Internet  Products  to the  IBM  AS/400  platform.  These
warrants  expire in 2000.  Outstanding  warrants  were not  dilutive at June 30,
1999.

5.  Major Customers
- --------------------
The  Company provided Internet products, and websight  consulting  services  and
Career/NET support services to major customers as follows:

Six months ended June 30,                            1999                1998
- --------------------------------------------------------------------------------

Internet Products:
IMS                                                $221,000            $139,000
IBM                                                $ 10,000            $325,000

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

                                                   $231,000            $464,000

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

Websight Consulting Services:
IBM                                                $413,000            $347,000

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

Career/NET Support Services
Career/NET L.L.C.                                  $234,000            $  -

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

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.

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

                                                               June 30, 1999
- --------------------------------------------------------------------------------
Deferred Tax Assets:
Accruals                                                        $     54,000
Trademark                                                             56,000
Net operating loss carryforwards                                   3,372,000
Tax Credit carryforwards                                              42,000
Capital loss carryforwards                                            24,000
- --------------------------------------------------------------------------------
Total Deferred Tax Assets                                        $ 3,548,000

Valuation Allowance                                               (3,548,000)
- --------------------------------------------------------------------------------
                                                                 $     -
- --------------------------------------------------------------------------------
As  of  June 30, 1999,  the  Company  had  a net operating loss  carryforward of
approximately   $9,916,000   and   investment   tax  credit   carryforwards   of
approximately  $42,000  available  to reduce  future  taxable  income and taxes,
respectively. These carryforwards expire from 1999 through 2011.
<PAGE>

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

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

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 charged
against operations during the six months ended June 30, 1999 or 1998.

8.  Operating Leases
- ---------------------
The   Company    leases   its    facilities    and   certain   equipment   under
non-cancelable   operating  leases.   Rental  expense  under  these  leases  was
approximately  $55,000 and  $52,000  for the six months  ended June 30, 1999 and
1998 respectively.  Future minimum annual lease payments  subsequent to June 30,
1999 are as follows:

                                 1999   $100,000
                                 2000   $ 84,000
                                 2001   $ 20,000

9.  Incentive Stock Option Plan
- --------------------------------
The Company  maintains  an  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. Options outstanding are summarized as follows:

                                                               Weighted Average
                                            Shares              Price Per Share
- --------------------------------------------------------------------------------

June 30, 1999                               115,000               $  .65

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

At  June 30,  1999,  582,255  shares  of  common  stock  are  reserved  for  the
incentive stock option plan and 55,000 options were vested and exercisable.  The
remaining  weighted average  contractual life on these options is six years. The
remaining weighted average  contractual life of the 60,000 shares outstanding is
eight years.

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 its' most recent grant in 1997: expected volatility of 93 percent; risk-free
interest  rate of 6.4  percent,  and an expected  option  life of 10 years.  Net
earnings for 1999 and 1998 would not have been materially affected.

10.  Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------------
Interest  paid for the six months  ended June 30, 1999 and 1998 was $17,000  and
$24,000  respectively.  The Company  paid no income  taxes
during 1999 and 1998.

<PAGE>

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

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

11.  Contingencies
- -------------------
        Royalties
        ---------
On  September 30 1997, the  Company  entered  into  a software license agreement
wherein  Netscape  Communications Corp. (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:

Paid by IBM on behalf of I/NET in October, 1997         $  250,000
Paid by IBM on behalf of I/NET in September 30, 1998    $  750,000
                                  September 30, 1999    $1,000,000
                                  September 30, 2000    $1,000,000

IBM  Corporation  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, I/NET  had agreed  to  pay to Netscape a development support fee in
the  amount of $250,000  for a  period  of three  years.  Netscape has agreed to
waive its fee for two years. IBM has provided  advances against royalties in the
amount of $600,000.  These amounts will be reimbursed to IBM after  deduction of
Netscape  royalties in the amount of 10% of total revenue  received from sale of
the ported  products.  If the revenue from the sales of these Netscape  products
are insufficient,  I/NET will not have to repay any of these advanced royalties.
The  Company  recognized  $325,000  of  revenue from these  advances in 1998 and
$10,000 in 1999.

        Litigation
        ----------
From  time  to  time the Company  has been  involved  in various  legal  actions
arising from the normal course of business.  Management  does not anticipate any
material losses as a result of these actions.

12. Continue 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 has
suffered  recurring  losses  from  operations  in prior years, has a significant
working 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 continued new product
development. In addition, management is currently negotiating several additional
contracts  for its services  and  products.  However,  there can be no assurance
these activities will be successful.

13. Acquisition
- ----------------
The  previously announced  acquisition of Consolidated  Graphics Group, Inc.  is
moving  forward,  and  it  is  the  intention  of  both   parties  to  have  the
transaction  completed in the third  quarter of 1999.  However,  there can be no
assurances  that the  acquisition  will be  completed  in the third  quarter  as
planned or at all.

<PAGE>
                                   I/NET, Inc.
- --------------------------------------------------------------------------------

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

Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operation
- --------------------------------------------------------------------------------
Six months ended June 30, 1999 and 1998.

      Results of Operations
      ---------------------
Revenues  for  the six months ended  June 30, 1999  were  $894,549  compared  to
$883,132  for the six  months  ended June 30,  1998.  When  analyzed  by product
category,  revenues of Website consulting services to IBM were $413,000 in 1999,
as  compared  to  $347,000 in 1998.  Sale of  Internet  products  accounted  for
revenues of $221,000 in 1999 and  $139,000 in 1998.  Revenue from the porting of
Netscape products produced revenue of $10,000 in 1999 and $325,000 in 1998.

During  1998,   I/NET,  Inc.,  signed  a licensing  agreement  and  supplemental
support services agreement for its previously  developed  Career/NET product, an
Internet resume management service.  These agreements allowed the licensee,  the
perpetual license to use and sell the product. In consideration for granting the
license,  I/NET would receive 30% of the net revenues  received by the licensee.
In exchange for these  revenues,  I/NET,  Inc.  would  perform all  programming,
websight design and development, upgrades and websight improvements.

During  March 1999,  the  licensee  decided that it wished to be relieved of the
support  agreement.  In  exchange for this  relief, it gave  to I/NET a $209,000
demand  promissory  note,  bearing 7% interest per annum.  This revenue has been
recorded during 1999 and is included in trade receivables as of June 30, 1999.

I/NET, Inc. continued  to  perform support services  until July 17, 1999 for its
customary  30%  of  net  revenues   derived  from  the sales  of the  Career/NET
products.  The Company has negotiated a fee for service agreement for the period
following July 17, 1999.

Cost of revenues decreased by $29,000 as compared to 1998. The primary cause for
this  decrease  was the  renegotiation  of fees charged to I/NET for the use of
vendor software.

General and administrative  expenses increased by $64,000  compared to 1998. The
cause  for  this  increase  was  additional  travel  expenses  and  higher state
operating taxes.

Interest expenses decreased by $12,000 due to decreased borrowings in  the first
six months of 1999 as interest-bearing debt continues to be repaid.

Financial Condition and Liquidity
- ---------------------------------
The  Company's  primary  need  for  capital  has  been  to  invest  in  computer
software development.  As of June 30, 1999 the Company's working capital deficit
was  $963,000,  as compared to a deficit of  $1,140,000  at June 30,  1998.  The
resulting  decrease in working  capital deficit has been provided by earnings in
1999 and 1998.

Sales  of  the  Netscape  server which was introduced during the first quarte of
1999 have been less than  anticipated. The Company is working with  Netscape and
IBM to find additional delivery methods for this product. Sales  of this product
may not impact earnings until the third quarter 1999 at the earliest, if at all.

During April 1999, the  Company  signed  an  extension  to its current  websight
consulting agreement with IBM through the end of March, 2000.

In April  1999,  the  Company  announced  a  10-year   contract  with   Internet
Financial Services,  Ltd. (IFS), a privately held Internet software and services
company based in the Cayman Islands that specializes in web site design, hosting
and servicing of financial  transactions for offshore clients and business.  IFS
contracted  with I/NET to design  and  develop  the  first-ever  Internet  based
offshore asset management and trading system for one of IFS's clients.

The system is operational and allows trading in stocks, bonds, mutual funds  and
options on North  American  exchanges. Later this year, IFS plans to offer users
the ability to trade on additional exchanges throughout  the world (e.g. London,
Hong   Kong,   Frankfurt  and   Tokyo)  as  well  as  the   ability   to   trade
commodities,  currencies  and  annuities  all  on the  same  system.  IFS  earns
fee-for-service revenue from its clients on every transaction that flows through
the system.  Under the terms of the agreement,  these fees will be split equally
between IFS and I/NET. In addition, I/NET will provide ongoing technical support
for all of the IFS web sites.  There have been no revenues  generated  from this
contract to date.

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  capital  to market its  products,  which  would  enable the
Company  to meet its  current  obligations  and  provide  additional  funds  for
continued  new  product  development.  In  addition,  management  is   currently
negotiating several additional contracts for its services and products. However,
there can be no assurance these activities will be successful.
<PAGE>

                                  I/NET, Inc.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
All I/NET developed software is year 2000 compliant. All I/NET internal computer
software is year 2000 compliant.

The Company  is  in the process of reviewing the insurance, regulatory and legal
implications as they relate to the year 2000.  The Company at this time does not
anticipate that the costs  associated  with this review will  be material to the
Company's financial condition or results of operations.

"Safe Harbor" Statement Under the Private Securities Litigation Act
- --------------------------------------------------------------------
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 of 1995 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 and  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 the Form 10-QSB, which speaks only as of the
date hereof.



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:  July 28,  1999



By: /s/ Stephen J. Markee
    ------------------------------------
              Stephen J. Markee
       Director, President, CEO and CFO


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