I NET INC
10-Q, 1999-05-04
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 three month period ended March 31, 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 __

<PAGE>

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

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

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

                                 March 31, 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 March 31, 1999,  the results of its operations for
the three month  periods  ended March 31, 1999 and 1998,  and its cash flows for
the three month period ended March 31, 1999. All such  adjustments are of normal
and recurring nature.

<PAGE>

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

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

                                                         Three Months Ending    
                                                         -------------------
                                                      March 31,        March 31,
                                                        1999             1998   
                                                     -----------      ----------
Revenues                                            $   520,618      $  432,781

Cost of Revenues                                        272,894         242,226
                                                     -----------      ----------

    Gross Profit                                    $   247,724      $  190,555

Selling, General, and Administrative Expenses           175,812         139,489
                                                     -----------      ----------
    Earnings from operations                        $    71,912      $   51,066

Interest Expense - Net of interest income of
$6,720 in 1998 and $3,908 in 1998.                       (9,956)        (17,501)
                                                     -----------      ----------
    Net Earnings                                    $    61,956      $   33,565
                                                     ===========      ==========
Net Earnings per share                              $     -          $    - 
                                                     ===========      ==========
Basic and Diluted Weighted Average Number of
Common Shares Outstanding                            31,037,652       31,037,652
                                                     ===========      ==========

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

<PAGE>

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

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

                                                                  March 31, 1999
                                                                 ---------------
Assets (Note 2 and 3)
     Current Assets
         Cash                                                      $   92,613
         Trade Receivables                                            262,982
                                                                  --------------
         Total Current Assets                                      $  355,595

         Office Furniture and Equipment, Net of
                  Accumulated Depreciation $130,808                    26,324
                                                                  --------------
         Total Assets                                              $  381,919
                                                                  ==============
Liabilities and Capital Deficit
     Current Liabilities
         Accounts Payable                                          $  142,123
         Accruals:
              Commissions (Note 1)                                    258,000
                    Other                                             149,708
         Advances from Stockholders' (Note 2)                          95,500
         Current maturities of long-term debt (Note 3)                696,000
                                                                  --------------
         Total Current Liabilities                                 $1,341,331
         Long-term Debt, less current maturities (Note 3)             459,846
                                                                  --------------
              Total Liabilities                                    $1,801,177
                                                                  --------------
         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                                                  (13,336,970)
                                                                  --------------
         Total Capital Deficit                                     (1,419,258)
                                                                  --------------
              Total Liabilities and Capital Deficit              $    381,919
                                                                  ==============

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

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

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

                                                         Three Months Ending 
                                                     ---------------------------
                                                       March 31         March 31
                                                         1999             1998 
                                                     -----------      ----------
Operating Activities
     Net Earnings                                    $   61,956       $  33,565
     Depreciation and Amortization                        7,500           7,500
     Changes in Assets and Liabilities
        Trades Receivables                              (61,020)        (57,281)
        Accounts Payable                                 17,624          15,825
        Accruals                                        (13,399)         10,542
                                                     -----------      ----------
Cash Provided By Operating Activities                $   12,661       $  10,151

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

Financing Activities
         Repayment of Stockholder Loans                 (5,280)         (17,500)
         Principle Payments on Long-Term Debt          (15,890)         (47,448)
                                                     -----------      ----------
Cash (Used In) Financing Activities                  $ (21,170)       $ (64,948)
                                                     -----------      ----------
Decrease in Cash and Cash Equivalents                $ (11,234)       $ (62,813)

Cash and Cash Equivalents, Beginning of Period         103,847          135,949 
                                                     -----------      ----------
Cash and Cash Equivalent, End of Period              $  92,613        $  73,126 
                                                     ===========      ==========

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 Careernet 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

<PAGE>
                                   I/NET, Inc.
                         Summary of Accounting Policies
- --------------------------------------------------------------------------------

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

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 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 March 31, 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 March 31, 1999 and 1998.

New Accounting Pronouncements
- -----------------------------
In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting for Derivative
Instruments and Hedging  Activities."  SFAS No. 133  establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments  embedded  in other  contracts,  and for  hedging  activities.  This
statement is effective for all fiscal  quarters of fiscal years  beginning after
June 15,  1999.  Historically,  the  Company  has not  entered  into  derivative
contracts   either  to  hedge  existing  risks  or  for  speculative   purposes.
Accordingly,  the Company does not expect adoption of the new standard to affect
its financial statements.

          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:
                                                               March 31, 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:

                                                               March 31, 1999
- --------------------------------------------------------------------------------
Notes payable to vendors (see below)                           $  820,644

Notes payable to stockholders bearing interest
at 8% and due in December, 2001, secured by all
the company's assets                                              335,202
- --------------------------------------------------------------------------------

                                                                1,155,846
Less current maturities                                           696,000

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

Total Long-term Debt                                           $  459,846

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

<PAGE>
                                   I/NET Inc.
                   Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

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

Notes Payable to Vendors
- ------------------------
Unsecured notes payable to various vendors totaling  $820,644 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 March 31, 1999).

Another note in the amount of $89,062 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 $223,943 as of March 31, 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 $66,984 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                $ 696,000
                         2001                $ 414,000
                         2002                $  51,000
                         2003                $  54,000
                         2004                $  37,000

<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 860,000 shares of common stock at a weighted  average price of $.48
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 March 31,
1999.

5.  Major   Customers

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

                                            Three months ended March 31, 1999
- --------------------------------------------------------------------------------
Internet Products:
IMS                                                 $   90,000
- --------------------------------------------------------------------------------
Websight Consulting Services:
IBM                                                 $  184,000
- --------------------------------------------------------------------------------
Career/NET Support Services
Career/NET L.L.C.                                   $  221,000
- --------------------------------------------------------------------------------

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:

<PAGE>

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

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

                                                                  March 31, 1999
- --------------------------------------------------------------------------------

Deferred Tax Assets:
   Accruals                                                       $   51,000
   Trademark                                                          56,000
   Net operating loss carryforwards                                3,388,000
   Tax Credit carryforwards                                           42,000
   Capital loss carryforwards                                         24,000
   Deferred Revenue                                                     -

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

Total Deferred Tax Assets                                         $3,561,000

Valuation Allowance                                               (3,561,000)

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

                                                                  $    -

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

As of  March  31,  1999,  the  Company  had a net  operating  loss  carryforward
approximately   $9,964,000   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.

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 three months ended March 31, 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  $24,000
and $26,000  for the three  months  ended March 31, 1999 and 1998  respectively.
Future  minimum  annual  lease  payments  subsequent  to March  31,  1999 are as
follows:

<PAGE>

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

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

                              1999       $107,000
                              2000       $ 93,000
                              2001       $ 40,000

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

March 31, 1999                     115,000                       $  .65

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

At March 31, 1999, 582,255 shares of common stock are reserved for the incentive
stock option plan and 35,000 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 80,000  shares  outstanding  is nine
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
income for 1999 and 1998 would not have been materially affected.

10. Supplemental Disclosure of Cash Flow Information

Interest  paid for the three months ended March 31, 1999 and 1998 was $9,000 and
$13,000 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  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 has agreed to pay to Netscape annual development support fees
in the amount of $250,000 for a period of 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 royalties advanced.  The Company recognized $390,000 of revenue from these
advances 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.

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

<PAGE>

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

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

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.

The previously  announced  acquisition of Consolidated  Graphics Groups, Inc. is
moving  forward,  and it is still  the  intention  of both  parties  to have the
transaction completed in the second quarter of 1999.

13.  Management's  Discussion and Analysis of Financial Condition and Results of
     Operation 

Three months ended March 31, 1999 and 1998.

    Results of Operation

Revenues  for the three months  ended March 31, 1999 were  $520,618  compared to
$432,781 for the three months  ended March 31,  1998.  When  analyzed by product
category,  revenues of Website consulting services to IBM were $184,000 in 1999,
as  compared  to  $201,000 in 1998.  Sale of  Internet  products  accounted  for
revenues  of $90,000 in 1999 and  $28,000 in 1998.  Revenue  from the porting of
Netscape products produced revenue of $10,000 in 1999 and $200,000 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  Career/NET,  L.L.C., a
Michigan Limited  Liability  company,  the perpetual license to use and sell the
product.  In consideration  for granting the license,  I/NET, Inc. 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,  Career/NET,  L.L.C. decided that it wished to be relieved of
the support  agreement. In exchange for this relief it gave to I/NET, Inc. for a
$209,000  demand  promissory 7% per annum  interest rate note.  This revenue has
been recorded during the first quarter of 1999.

<PAGE>

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

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

I/NET, Inc. will continue to perform support services until July 3, 1999 for its
customary 30% of net revenues derived from the sales of the Career/NET products.

Cost of revenues increased by $31,000 as compared to 1998. The primary cause for
this  increase  was the  hiring  of  additional  development  personnel  for the
Netscape and IBM projects.

General and  administrative  expenses  increased by $36,000 as compared to 1998.
The cause for this increase was additional travel and state taxes.

Interest expenses  decreased by $8,000 due to decreased  borrowings in the first
three months of 1999 as interest-bearing debt continues to be repaid.

14.  Financial Condition and Liquidity

The Company's  primary need for capital has been to invest in computer  software
development.  As of March 31, 1999 the  Company's  working  capital  deficit was
$959,000,  as  compared  to a  deficit  of  $1,224,000  at March 31,  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 quarter 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.

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

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 currently 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,

<PAGE>

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

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

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.

The system has been installed for IFS's client and was  operational  this March.
IFS's  client owns the system and will begin  marketing  it to  offshore  banks,
securities firms,  trust and corporate  advisors and  administrators.  Marketing
efforts are underway now on Grand  Cayman.  The Cayman  Islands is recognized as
the  fifth-largest  financial  center  in the  world,  with  assets  on  deposit
estimated at more than $1 trillion (U.S.  dollars).  The I/NET-IFS build trading
system will enable  those  assets to become  transaction-oriented,  allowing the
managers of those  funds to use the  Internet to invest  easily  throughout  the
world.

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  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.

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 Statement
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

<PAGE>

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

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

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, I 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 From 10-QSB, which speaks only as of the
date hereof.

<PAGE>

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

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

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:  May 4, 1999



By: ____________________________
              Stephen J. Markee
       Director, President, CEO and CFO

<TABLE> <S> <C>


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<LEGEND>
     (Replace this text with the legend)
</LEGEND>
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<NAME>                        I/NET
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<FISCAL-YEAR-END>                              Dec-31-1999
<PERIOD-START>                                 Jan-01-1999
<PERIOD-END>                                   Mar-31-1999
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<CASH>                                         92,613
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<RECEIVABLES>                                  262,982
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<DEPRECIATION>                                 136,808
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                          0
                                    0
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<TOTAL-LIABILITY-AND-EQUITY>                   381,919
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<CGS>                                          272,894
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