U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ Commission File Number: 0-28773 Tutornet.com Group, Inc. ------------------------ (Exact name of registrant as specified in its charter) Delaware 65-0910071 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1036 Leigh Mill Rd, Building #1, Great Falls, VA 22066 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) (703) 759-5711 -------------- (Registrant's telephone number, including area code) 14120 Newbrook Dr., Suite 101, Chantilly, VA 20151 -------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [x] Yes No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at September 30, 2000 Common stock, par value $.00001 16,306,356 (Class A, Class B) Part I - Financial Information Item 1. Financial Statements

Consolidated Condensed ~~Statements~~Balance ofSheets ~~Income~~Assets Unaudited ~~Unaudited Unaudited~~ Audited ~~3-Months~~As ~~Ended~~of ~~6-Months Ended 3-Months Ended~~ Year Ended ~~June~~September 30, 2000 ~~June~~December ~~30, 2000 March~~ 31, ~~2000~~1999 31-~~Dec~~-~~99 Net Consulting Fees & Sales 88 27,464 27,376 132,126~~ ------------------------------------------~~-------------------~~ ~~Cost~~Current ~~Of Fees~~Assets: ~~Consultants~~Cash ~~& Subcontractors 267~~54,~~583~~562 ~~772~~115,~~228~~220 ~~504,645~~Accounts 1Receivable,~~665,868~~ ~~Computer~~Net ~~Systems~~of ~~Support~~Allowance ~~2,644~~for ~~6,603~~Doubtful 3Accou 127,~~959~~103 7615,~~361~~785 ~~Customer~~Marketable ~~Service~~Securities, ~~Expenses~~At 0Market 0Value 0 ~~0 Amortization of Software Costs 66~~570,~~468~~963 ~~132,936~~Prepaid ~~66,468~~Expenses ~~247~~529,~~091~~447 ~~Depreciation of Computer Equipment 11~~631,~~784~~105 ~~11,784~~Deferred 0Taxes 47336,~~136~~130 ~~Factoring Expense 0 0 0 0 Gross Margin Expense 0 0 0 0 Printing & Reproduction 1~~336,~~905~~130 ~~1,954 49 176,478~~ --------------------------------------------~~------------------------~~ Total ~~Costs~~Current OfAssets ~~Fees 350~~1,~~385 925~~047,~~506~~242 ~~575~~1,~~121 2~~669,~~212,934~~203 ~~Gross~~Fixed ~~Profit~~Assets: ~~350,298~~Office ~~898,043~~Furniture ~~547,745~~& 2Fixtures 11,~~080,808~~687 ~~-------------------------------------------------------------------- Selling~~16,031 ~~General~~Office &Equipment ~~Administrative Expenses 838~~127,~~880~~717 3127,~~713,903~~717 ~~2,875,023~~Computer ~~9,873,218~~Hardware ~~--------------------------------------------------------------------~~& ~~Income~~Peripherals ~~(Loss)~~959,702 ~~From~~829,738 ~~Operations~~Computer ~~1,189,177~~Network 412,~~611,945~~873 312,~~422,768~~873 ~~11,954,026~~Leasehold ~~Discontinued~~Improvements ~~Operations~~(Net ~~0 0 0 0 Loss on Disposal~~ of ~~Subsidiary~~Accumulated 0Amortization) 010,804 033,531 ~~0 Abacus II of Colorado 0 0 0 0~~ --------------------------------------------~~------------------------~~ 1,~~189~~122,~~177~~783 41,~~611~~019,~~945~~890 ~~3,422,768 11,954,026 Other Income (Expenses)~~Less: ~~Interest~~Accumulated &Depreciation ~~Dividend Income 535 5~~133,~~347~~929 454,~~812~~287 44,035 Interest Expense 26,454 52,908 26,454 110,043 Loss on Investment in Tutornet UK 0 39,375 39,375 680,000 Loss on Foreign Currency Exchange 0 98 98 1,503 Realized Gains on Sales of Marketable Securities 0 0 0 754,908 Miscellaneous (Expense) 0 745 745 8,717 --------------------------------------------~~------------------------~~ ~~25,919~~Total ~~87,779~~Fixed 61Assets 988,~~860~~854 1965,~~320~~603 ~~--------------------------------------------------------------------~~Other ~~Net~~Assets: ~~Loss~~Computer ~~Before~~Software, ~~Extraordinary~~Net ~~Item~~of ~~1,215,096~~Accumulated ~~4,699,724~~Amortization 3900,~~484,628~~030 111,~~955~~071,~~346~~365 ~~Extraordinary~~Software ~~Item~~Development 0Costs 0 0 0Goodwill, ~~Gain~~Net ~~From Extinguishment~~ of ~~Debt~~Accumulated 0Amortization ~~0 0 0 -------------------------------------------------------------------- Loss/Gain Before Income Taxes 1~~330,~~215,096~~066 4424,~~699,724~~196 3Deposits 89,~~484,628~~106 11171,~~955,346~~182 ~~Income~~Other ~~Taxes~~ 0 0 ~~0 190,589~~ --------------------------------------------~~------------------------~~ ~~Net~~Total ~~Loss~~Other Assets 1,~~215~~319,~~096~~202 ~~4,699,724 3,484,628 11,764,757 Minority Interest in Net Loss/Gain 595,154 2,302,051~~ 1,~~706~~666,~~897~~743 ~~5,762,378~~ --------------------------------------------~~------------------------~~ ~~Net~~Total ~~Loss~~Assets ~~619~~3,~~942 2~~355,~~397,673~~298 14,~~777~~301,~~731~~549 ~~6,002,379~~ ============= ============= ~~============= ==============~~

~~Consolidated~~Liabilities ~~Condensed Balance Sheets Assets~~ Unaudited ~~Unaudited~~ Audited ~~6-Months~~As ~~Ended~~of ~~3-Months Ended~~ Year Ended ~~June~~September 30, 2000 ~~June~~December ~~30, 2000 March~~ 31, ~~2000~~1999 --------------------------------------------~~---------~~ Current ~~Assets~~Liabilities: ~~Cash~~Accounts ~~60,424~~Payable ~~208~~3,~~559~~114,633 ~~115~~2,~~220~~617,495 ~~Accounts~~Notes ~~Receivable~~Payable CSR Stockholders 52,500 ~~Net~~52,500 ofAccrued ~~Allowance~~Gross ~~for~~Margin ~~Doubtful~~on ~~Accou~~Contract ~~147,176~~0 ~~13,424~~Accrued ~~15,785~~Salaries ~~Marketable~~& ~~Securities~~Wages 737,144 At0 ~~Market~~Accrued ~~Value~~Interest ~~570~~83,~~963~~204 ~~570~~5,~~963~~422 ~~570,963~~Accrued ~~Prepaid~~& ~~Expenses~~Withheld ~~529,447~~Payroll ~~473~~Taxes 667,~~329~~744 ~~631~~39,~~105~~187 ~~Deferred~~Income Taxes ~~336~~Payable 5,~~130~~637 ~~336~~29,~~130~~691 ~~336~~Officer Loan Payable 0 0 Shareholder Loan Payable 5,~~130~~614,340 5,625,340 --------------------------------------------~~---------~~ Total Current ~~Assets~~Liabilities 110,~~644~~275,~~141~~201 18,~~602~~369,~~405~~635 ~~1,669,203~~Long ~~Fixed~~Term ~~Assets~~Liabilities: ~~Office~~Subordinated ~~Furniture~~Shareholder &Loans ~~Fixtures~~Payable 11832,~~687~~029 16947,~~031~~028 ~~16,031~~Deferred ~~Office~~Income ~~Equipment~~Taxes ~~127~~29,~~717~~450 ~~127~~29,~~717~~450 ~~127,717 Computer Hardware & Peripherals 959,702 829,798 829,738 Computer Network 12,873 13,248 12,873 Leasehold Improvements (Net of Accumulated Amortization) 10,804 32,663 33,531~~ -------------------------------------------- Total Liabilities 11,136,680 9,346,113 -------------------------------------------- ~~1,122,782~~Minority ~~1,019,457~~Interest ~~1,019,890~~In ~~Less:~~Net ~~Accumulated~~Assets ~~Depreciation 133~~(2,~~929 101~~734,~~396~~191) 54(2,~~287~~477,750) --------------------------------------------~~---------~~ ~~Total~~SHAREHOLDER'S ~~Fixed~~EQUITY ~~Assets~~Common 1Stock,~~256~~ Class A,~~711~~ ~~918~~($ 0.00001 Par Value; 950,~~061~~000,000 ~~965~~Authorized 16,~~603~~306,356 ~~Other~~Issued ~~Assets:~~and ~~Computer~~Outstanding ~~Software~~as of September 30, ~~Net~~2000 ofand ~~Accumulated~~28,307,050 ~~Amortization~~outstanding ~~900~~in 1999) 163 163 Class B,~~030~~ 1($0.00001 Par Value; 50,~~006~~000,~~298~~000 1Authorized 4,~~071~~750,~~365~~000 ~~Software~~Outstanding ~~Development~~as ~~Costs~~of 0September 030, 02000 ~~Goodwill,~~) ~~Net~~48 of48 ~~Accumulated~~Preferred ~~Amortization~~Stock ~~330~~(10,~~066 424~~000,~~196~~0000 ~~424,196~~Authorized ~~Deposits~~with ~~89,106~~a ~~171,182~~Par ~~171,182~~Value ~~Other~~of $ 0.00001 and none iissued at September 30, 2000) 0 0 --------------------------------------------~~---------~~ ~~Total~~211 ~~Other~~211 ~~Assets~~Additional 1Paid In Capital 6,~~319~~230,~~203~~641 13,~~601~~708,~~676~~691 1Retained Earnings (Deficit) (11,~~666~~278,~~743~~044) (6,275,716) -------------------------------------------- Total Shareholders' Equity (Deficit) (5,047,192) (2,566,814) -------------------------------------------- Total ~~Assets~~Liabilities ~~4,220,055~~& 4Shareholder's Equity 3,~~122~~355,~~142~~298 4,301,549 ============= ============= ~~=============~~

~~Liabilities~~Consolidated Condensed Statement of Income Unaudited Unaudited Audited 63-Months Ended 39-Months Ended Year Ended ~~June~~September 30, 2000 ~~June~~September 30, 2000 ~~March~~December 31, ~~2000~~1999 --------------------------------------------------------------- ~~Current~~Net ~~Liabilities:~~Consulting ~~Accounts~~Fees ~~Payable~~& 3Sales 127,~~619,940~~103 4154,~~138,596~~567 2132,~~617,495~~126 ~~Notes~~--------------------------------------------------------------- ~~Payable~~Cost ~~CSR~~Of ~~Stockholders~~Fees: 52Consultants & Subcontractors 33,~~500~~401 52805,~~500~~629 521,~~500~~665,868 ~~Accrued~~Computer ~~Gross~~Systems ~~Margin~~Support on(0) ~~Contract~~6,603 76,361 Customer Service Expenses 0 0 0 ~~Accrued~~Amortization ~~Salaries~~of &Software ~~Wages~~Costs ~~364,402 490,392~~ 0 ~~Accrued Interest 48~~132,~~025~~936 5247,~~422~~091 ~~5,422~~Depreciation ~~Accrued~~of &Computer ~~Withheld~~Equipment ~~Payroll~~0 ~~Taxes 496~~11,~~922~~784 ~~136~~47,~~211~~136 ~~39,187~~Factoring ~~Income~~Expense ~~Taxes~~0 ~~Payable~~0 ~~5,637~~0 ~~29,691~~Gross ~~29,691~~Margin ~~Officer~~Expense ~~Loan Payable~~ 0 0 0 ~~Shareholder~~Printing ~~Loan~~& ~~Payable~~Reproduction ~~5,625,340~~(0) 51,~~625,340~~954 5176,~~625,340~~478 --------------------------------------------------------------- Total ~~Current~~Costs ~~Liabilities~~Of 10Fees 33,~~212,766~~400 10958,~~478,152~~906 82,~~369~~212,~~635~~934 ~~Long~~Gross ~~Term~~Profit ~~Liabilities: Subordinated Shareholder Loans Payable 832~~93,~~029 977,~~703 ~~947~~(804,~~028~~339) ~~Deferred Income Taxes 29~~(2,~~450 29~~080,~~450~~808) ~~29,450~~ --------------------------------------------------------------- ~~Total~~Selling, ~~Liabilities~~General 11& Administrative Expenses 728,~~074,246~~857 114,~~485~~442,~~305~~760 9,~~346~~873,~~113~~218 --------------------------------------------------------------- ~~Minority~~Income ~~Interest~~(Loss) InFrom ~~Net~~Operations ~~Assets 2~~(635,~~397,673~~154) 3(5,~~776~~247,~~767~~099) 2(11,~~477~~954,~~750~~026) Discontinued Operations 0 0 0 Loss on Disposal of Subsidiary 0 0 0 Abacus II of Colorado 0 0 0 --------------------------------------------------------------- ~~SHAREHOLDER'S~~(635,154) ~~EQUITY~~(5,247,099) ~~Common Stock~~(11,954,026) ~~Class~~Other A,Income ($Expenses): ~~0.00001~~Interest ~~Par~~& ~~Value;~~Dividend ~~950~~Income 0 5,~~000~~347 44,~~000~~035 ~~Authorized~~Interest ~~16306356~~Expense ~~Issued~~(24,179) ~~and~~(77,087) ~~Outstanding~~(110,043) asLoss ofon ~~June~~Investment ~~30,~~in ~~2000~~Tutornet ~~and~~UK 280 (39,~~307,050~~375) ~~outstanding in 1999~~(680,000) ~~163~~Loss ~~163~~on ~~163~~Foreign ~~Class~~Currency B,Exchange ($0~~.00001~~ ~~Par~~(98) ~~Value; 50~~(1,~~000,000~~503) ~~Authorized~~Realized ~~4,750,000~~Gains ~~Outstanding~~on asSales of ~~June~~Marketable 30Securities 0 0 754,908 ~~2000~~Miscellaneous (Expense) 480 48(745) 48(8,717) ~~Preferred~~--------------------------------------------------------------- ~~Stock~~(24,178) (10111,~~000~~958) (1,~~0000~~320) ~~Authorized~~--------------------------------------------------------------- ~~with~~Net aLoss ~~Par~~Before ~~Value~~Extraordinary ofItem $(659,332) (5,359,056) (11,955,346) Extraordinary Item 0~~.00001~~ ~~and~~0 ~~none~~0 ~~iissued~~Gain atFrom ~~June~~Extinguishment ~~30,~~of ~~2000)~~Debt 0 0 0 --------------------------------------------------------------- ~~211~~Loss/Gain ~~211~~Before ~~211~~Income ~~Additional~~Taxes ~~Paid In Capital 7~~(659,~~353,524~~332) 6(5,~~230~~359,~~641~~056) 3(11,~~708~~955,~~691~~346) ~~Retained~~Income ~~Earnings~~Taxes ~~(Deficit)~~0 ~~11,810,253~~0 9(190,~~817,248~~589) ~~6,275,716~~ --------------------------------------------------------------- ~~Total~~Net ~~Shareholders'~~Loss ~~Equity~~ (~~Deficit~~659,332) 4(5,~~456~~359,~~518~~056) 3(11,~~586~~764,~~396~~757) Minority Interest in Net Loss/Gain 322,815 2,~~566~~624,~~814~~866 5,762,378 --------------------------------------------------------------- ~~Total~~Net ~~Liabilities~~Loss ~~& Shareholder's Equity 4~~(336,~~220,055~~517) 4(2,~~122~~734,~~142~~191) 4(6,~~301~~002,~~549~~379) ============= ============= ==============

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The financial statements have been prepared assuming the Company will continue to exist as a going concern. The Company continues to actively seek additional funding. Pending the receipt of such financing, the Company has suspended its classroom service activities and reduced its staff to perform only business critical operations to conserve its available cash. Currently, the Company's only source of revenues is payments under the Software License Agreement between Tutornet and Blackboard, Inc. Those payments approximate $23,000 per month, payable quarterly. Although at lease one preliminary proposal has been received that incorporate terms that are acceptable to the Company, there can be no assurance that additional financing will be obtained. The Company's normal business operations will not commence prior to the time such additional financing is obtained. The failure to obtain such financing may result in the bankruptcy of the company and/or Tutornet, the Company's subsidiary. Further, even if such financing is obtained, there can be no assurance that the Company's suspension of operations pending receipt of additional financing will not result in the Company's ultimate demise or that the Company's business has not suffered a material adverse affect as a result of such suspension. Notwithstanding the foregoing, the Company, intends to resume complete operations as soon as its financial condition permits. The Statement made in the Company's May 18 Form 8-K with respect to the Company's involvement in a process by which it would obtain a $30 million investment from an accredited investor has not been made and the Company currently doubts that the investment will ever be made. As a result, the Company was unable to meet its projected revenue target because of this lack of investment capital that was required to support its marketing and sales program. Also, the lack of operating capital affected the Company's ability to support certain co-marketing arrangements with other companies. Item 3. Quantitative and Qualitative Disclosures About Market Risk - N/A The recent entrance of other online tutoring services may affect the price that Tutornet charges for its services which could result in a reduction in the monthly subscription fees, ultimately affecting the Company's gross margins. Part II - Other Information Item 1. Legal Proceedings On October 10, 2000, two creditors of the Company and its subsidiary, Tutornet.com, Inc. ("Tutornet"), Business Development Corporation, a Colorado corporation ("BDC"), and GJM Trading Partners Ltd., a Colorado limited partnership ("GJM"), filed Motions for Judgement in Fairfax County, Virginia Circuit Court against the Company, Tutornet and Forde. The Motions alleged various causes of action against the defendants, including fraud, negligent misrepresentation, recission, breach of contract and foreclosure against specified assets. The allegations arise out of the merger transaction pursuant to which the Company merged with Zycom Corp and became a publicly traded company and the bridge loan transaction between the Company and BDC and GJM pursuant to which the Company borrowed $500,000 from BDC and GJM, secured by a pledge of the Company's operating assets. The parties have agreed in principle to the terms of a settlement of this litigation which will, if finalized and effected, result in the deferral of the Company's and Tutornet's obligation to repay the borrowed funds, together with interest, fees and other expenses, along with other amounts owed to BDC and GJM until the Company or Tutornet has received the proceeds of another financing it is currently trying to effect. Should Tutornet be unable to effect the financing it is trying to effect, it may have no source of funds from which to pay amounts owed to BDC and GJM other than amounts payable to Tutornet under the Software License Agreement between Tutornet and Blackboard, Inc. These funds approximate $23,000 per month and, as part of the proposed settlement, the bulk of such funds (after deduction for specified legal fees) will be assigned directly to BDC and GJM in respect of the indebtedness owed to them. If additional financing is not obtained, BDC and GJM may be able to foreclose on and take possession of substantially all of the Company's and Tutornet's operating assets. The possibility of such an event may cause the Company or Turornet to seek protection from creditors under the bankruptcy laws. Item 2. Changes in Securities and Use of Proceeds - N/A Item 3. Defaults Upon Senior Securities - N/A Item 4. Submission of Matters to a Vote of Security Holders - N/A Item 5. Other Information Amounts previously shown for 'Marketable Securities' and Accounts Receivable were incorrect. These accounts have been adjusted to accurately reflect the application of those assets to reduce accounts payable and to reflect the uncollectibilty of certain accounts receivable. Item 6. Some Exhibits and Reports on Form 8-K - N/A SIGNATURES* Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Euburn R. A. Forde ___________________________________ (Registrant) November 15, 2000 Euburn R. A. Forde __________________________________ ___________________________________ Date (Signature)** ___________________________________ ___________________________________ Date (Signature)** Tutornet.com Group, Inc.

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