| (COMTEX)     Management's Discussions: 10QSB, ZEROS & ONES INC Management's Discussions: 10QSB, ZEROS & ONES INC
 
 (Edgar Online via COMTEX)
 Company Name: ZEROS & ONES INC
 (SYMBOL:ZOZO)
 
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
 FINANCIAL CONDITION
 
 BACKGROUND
 
 During the fiscal quarter ended June 30, 1999, management caused
 the Company to enter into plans of reorganization, asset purchase, and
 exchange agreements to acquire six small private Internet technology
 and media companies. The acquisitions closed effective July 1, 1999.
 The Company's financial statements as of and for the period ending June
 30, 1999 do not reflect the assets or operations of those companies.
 
 RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD IN 1999 COMPARED TO
 THE SAME
 
 PERIOD IN 1998
 
 The Company had no revenues for the three month period ending June
 30, 1999 nor the three month period ending June 30, 1998. The Company
 incurred no operating expenses in the three month period in 1999 or
 1998. The Company had no profit or loss from operations in the three
 month period ending 1999 or 1998.
 
 RESULTS OF OPERATIONS FOR SIX MONTH PERIOD ENDED JUNE 30, 1999
 COMPARED TO THE
 
 SAME PERIOD IN 1998.
 
 The Company incurred operating expenses of $14,450 and earned no
 revenues during the six months ended June 30, 1999 and incurred no
 operating expenses and earned no revenue during the same period ending
 June 30, 1998. Profit/loss for the six month period ending June 30,
 1999 was ($14,450) as compared to ($202,326) in the same period in
 1998. The loss in the six months ending June 30, 1998 resulted from the
 Company writing off tax benefits previously anticipated to be
 available.
 
 LIQUIDITY AND CAPITAL RESOURCES
 
 The Company has no working capital deficit as of June 30, 1999. As
 of June 30, 1999, the Company has no tangible assets and no
 liabilities. Effective July 1, 1999, the Company completed the
 acquisition of several small, private Internet technology and media
 related companies, as reported in the Company's Report on Form 8-K
 dated July 7, 1999. As a result of the acquisition, the Company will
 need substantial capital to implement the business plans of the newly
 acquired subsidiaries. The Company plans to attempt to obtain the
 capital in a private placement of its common stock. There is absolutely
 no assurance the Company will be able to raise any additional capital
 or financing, which could substantially hinder the Company's ability to
 implement its business plan. Additional information regarding the newly
 acquired businesses is included in the Company's Report on Form 8-K
 dated July 7, 1999.
 
 
 
 (c) 1995-1999 Cybernet Data Systems, Inc. All Rights Reserved.
 
 
 
 Received by Edgar Online: Aug. 09, 1999
 
 
 
 CIK Code: 0000845807
 SEC Accession Number: 0001072588-99-000072
 
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