U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]            QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
              For the quarterly period ended: March 31, 2001

[ ]             TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                                  EXCHANGE ACT
           For the transition period from ______________ to ______________

                         Commission file number 0-27953

                          COLUMBUS NETWORKS CORPORATION
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                           98-0187538
(State or other jurisdiction of                            (IRS Employer
 incorporation or organization)                          Identification No.)


       #100- 1295 STEVENS ROAD, KELOWNA, BRITISH COLUMBIA, CANADA V1Z 2S9
                    (Address of principal executive offices)

                                 (250) 769-8099
                           (Issuer's telephone number)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                          if changed since last report)

    State the number of shares outstanding of each of the issuer's classes of
                common equity, as of the last practicable date:

            20,859,323 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                 MARCH 31, 2001

 Transitional Small Business Disclosure Format (check one);  Yes       No   X
                                                                 -----    -----

<PAGE>








                      CONSOLIDATED FINANCIAL STATEMENTS OF

                          COLUMBUS NETWORKS CORPORATION

                        (A DEVELOPMENT STAGE ENTERPRISE)

                     NINE MONTH PERIOD ENDED MARCH 31, 2001














                                       2

<PAGE>

COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Balance Sheets

March 31, 2001 and June 30, 2000

$ United States

<TABLE>
<CAPTION>
===================================================================================================================
                                                                                         March 31,       June 30,
                                                                                         2001                2000
                                                                             (Unaudited - prepared
                                                                                    by Management)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>              <C>
ASSETS
Current assets
   Cash                                                                             $      54,823    $      31,986
   Accounts receivable                                                                     14,263            7,239
   Receivable from directors (note 4)                                                      25,743                -
   Prepaid expenses and deposits                                                           26,781            5,825
-------------------------------------------------------------------------------------------------------------------
                                                                                          121,610           45,050

Fixed assets                                                                              116,992           51,271

Website development                                                                        41,211           19,790

-------------------------------------------------------------------------------------------------------------------
                                                                                    $     279,813    $     116,111
===================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
   Accounts payable and accrued liabilities                                         $     224,804    $      34,459
   Unearned revenue                                                                        40,585           25,115
   Debt (note 5)                                                                           79,382                -
   Loans payable (note 6)                                                                  30,451                -
   Payable to directors                                                                         -              825
-------------------------------------------------------------------------------------------------------------------
                                                                                          375,222           60,399

Stockholders' Equity (Deficiency)
   Capital stock (note 7)
       1,000,000 preferred shares with a par value of $0.01 per share authorized
      50,000,000 common shares with a par value of $0.001 per share authorized,
                 20,859,323 issued (June 30, 2000 - 10,556,773)                            20,859          293,178
   Additional paid in capital                                                             641,033                -
   Subscription for shares (note 7(g))                                                    250,000            1,689
   Deficit accumulated during the development stage                                    (1,011,778)        (241,191)
   Accumulated other comprehensive income:
   Cumulative translation adjustment                                                        4,477            2,036
-------------------------------------------------------------------------------------------------------------------
                                                                                          (95,409)          55,712
Subsequent events (note 8)
-------------------------------------------------------------------------------------------------------------------
                                                                                    $     279,813    $      116,111
===================================================================================================================
</TABLE>

Approved by the Board:

                                , Director
--------------------------------

                                , Director
--------------------------------


                                       3
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Statements of Operations

Nine month periods ended March 31, 2001 and 2000 (Unaudited - prepared
by Management)

$ United States
<TABLE>
<CAPTION>
=====================================================================================================================
                                                                                            Nine months ended
                                                                                              March  31, 2000
                                                                                   ----------------------------------
                                                                                                    |     Predecessor
                                                                                                    |        Business
                                                                                                    |    (note 2 (a))
                                                                                      Period from   |----------------
                                             From Inception       Nine months         December 1,   |     Period from
                                            (March 3, 1999)             ended             1999 to   | July 1, 1999 to
                                               to March 31,         March 31,          March  31,   |    December 15,
                                                       2001              2001                2000   |            1999
---------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                <C>                 <C>             <C>
                                                                                                    |
Fee revenue                                    $    128,327       $    90,176         $    20,508   | $       53,850
Interest and other income                             2,123               327                 538   |            -
---------------------------------------------------------------------------------------------------------------------
                                                    130,450            90,503              21,046   |         53,850
                                                                                                    |
Expenses                                                                                            |
     Advertising and promotion                       46,710            29,430              14,584   |            893
     Amortization - fixed assets                     23,433            18,225               2,141   |          1,071
     Amortization - website development               8,625             8,139                   -   |              -
     Automotive                                      35,007            25,199               2,827   |          5,727
     Bank charges                                     2,706             1,940                 170   |            125
     Consulting                                      59,209            59,209                   -   |              -
     Conferences                                     64,036            56,130               2,515   |              -
     Exchange gain                                    (969)             (969)                   -   |              -
     Inducement fee                                  18,996                 -                   -   |              -
     Insurance                                        1,542               318               1,156   |              -
     Interest                                        29,500            29,500                 -     |              -
     Internet fees                                   37,380            22,142               3,790   |            884
     Licences, fees and dues                          3,884               835               3,049   |              -
     Office                                          42,451            33,807               5,258   |          2,039
     Professional fees                              130,296           111,438              23,013   |            733
     Rent                                            34,341            21,871               6,236   |          2,088
     Repairs and maintenance                          8,644             7,032                 910   |              -
     Telephone                                       22,148            17,099               3,404   |          2.697
     Training                                         1,022                 -                 -     |              -
     Travel                                          72,156            58,290               7,055   |          2,090
     Wages and benefits                             498,553           361,455              71,038   |              -
     Website development                              2,558                 -               2,192   |         16,488
     ----------------------------------------------------------------------------------------------------------------
                                                                                                    |
                                                  1,142,228           861,090             149,338   |         34,835
---------------------------------------------------------------------------------------------------------------------
(Loss) net income                              $ (1,011,778)      $  (770,587)        $  (128,292)  | $       19,015
=====================================================================================================================
Weighted average number of shares,
  basic and diluted                              8,109,737         15,252,518           3,622,438          7,867,514

Loss per share, basic and diluted              $     (0.12)       $     (0.05)         $    (0.04)    $        (0.00)
=====================================================================================================================
</TABLE>

                                       4
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Statements of Operations

Three month periods ended March 31, 2001 and 2000 (Unaudited - prepared
by Management)

$ United States

================================================================================
                                                        2001                2000
--------------------------------------------------------------------------------

Fee revenue                                     $     37,956        $    11,217
Interest and other income                                  -                308
--------------------------------------------------------------------------------

                                                      37,956             11,525
Expenses
     Advertising and promotion                        13,092             13,603
     Amortization - fixed assets                       7,169              1,838
     Amortization - website development                4,151                  -
     Automotive                                        3,700              2,827
     Bank charges                                        770                140
     Consulting                                       33,145                  -
     Conferences                                      29,975              2,515
     Exchange gain                                      (969)                 -
     Insurance                                           247              1,156
     Interest                                         29,500                  -
     Internet fees                                     6,946              3,790
     Licences, fees and dues                             466              3,049
     Office                                            8,503              4,228
     Professional fees                                23,487             17,105
     Rent                                              8,836              5,058
     Repairs and maintenance                           2,913                910
     Telephone                                        11,088              2,664
     Travel                                           33,477              6,559
     Wages and benefits                              150,041             55,497
     Website development                                   -              2,192
     ---------------------------------------------------------------------------

                                                     366,537            123,131

--------------------------------------------------------------------------------
Loss                                            $   (328,581)       $  (111,606)
================================================================================

Weighted average number of shares,
  basic and diluted                               20,859,323          9,650,084

Loss per share, basic and diluted               $      (0.02)       $     (0.01)
================================================================================


                                       5
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Statement of Stockholders' Equity (Deficiency)
  and Comprehensive Income

Nine month period ended March 31, 2001
(Unaudited - prepared by Management)

$ United States

<TABLE>
<CAPTION>
==================================================================================================================================
                                                                                             Deficit
                                        Capital stock                                    Accumulated     Accumulated         Total
                                                             Additional                   During the           Other Stockholders'
                                        Common shares           Paid in  Subscription    Development   Comprehensive        Equity
                                    Number         Amount       Capital    for shares          Stage          Income  (Deficiency)
----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>          <C>          <C>             <C>           <C>           <C>

Shares issued for
  acquisition of assets
  on December 15, 1999           7,867,514     $        2   $         -  $          -    $         -   $           - $          2
Shares issued for cash
  on January 28, 2000            2,574,822        303,930             -             -              -               -      303,930
Shares issued for cash
  on June 16, 2000                 114,437         13,508             -             -              -               -       13,508
Subscription for shares                  -              -             -         1,689              -               -        1,689
Share issue costs                        -        (24,262)            -             -              -               -      (24,262)
----------------------------------------------------------------------------------------------------------------------------------
                                10,556,773        293,178             -         1,689              -               -      294,867
Comprehensive income
  Loss                                   -              -             -             -       (241,191)              -     (241,191)
  Foreign currency
    translation adjustment               -              -             -             -              -           2,036        2,036
----------------------------------------------------------------------------------------------------------------------------------

  Comprehensive income
    (loss)                               -              -             -             -       (241,191)          2,036     (239,155)
----------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2000          10,556,773        293,178             -         1,689       (241,191)          2,036       55,712

Shares issued for acquisition
  of assets (note 7 (a))           143,046         16,821             -             -              -               -       16,821
Shares issued upon conversion
  of share subscriptions
    (note 7 (b))                    14,305          1,689             -        (1,689)             -               -            -
Shares issued for cash
  (note 7 (c))                     812,214         95,507             -             -              -               -       95,507
Shares issued for services
  (note 7 (d))                     429,137         50,464             -             -              -               -       50,464
Shares issued for services
  (note 7 (e))                   3,000,000        352,784             -             -              -               -      352,784
Share issue costs                        -       (360,107)            -             -              -               -     (360,107)
----------------------------------------------------------------------------------------------------------------------------------
                                14,955,475        450,336             -             -       (241,191)          2,036      211,181
Shares held by Golden River
  shareholders prior to
  recapitalization transaction
  (note 3)                       5,903,848        182,056             -             -              -               -      182,056
Reallocate capital stock to
  equal par value of outstanding
  common shares                          -       (611,533)      611,533             -              -               -            -
Subscription for shares
  (note 7(g))                            -              -             -       250,000              -               -      250,000
Warrants issued as discount
  on loans payable (note 6)              -              -        29,500             -              -               -       29,500
----------------------------------------------------------------------------------------------------------------------------------
                                20,859,323         20,859       641,033       250,000       (241,191)          2,036      672,737
Comprehensive income
 Loss for the period                     -              -             -             -       (770,587)              -     (770,587)
 Foreign currency translation
    adjustment                           -              -             -             -              -           2,441        2,441
----------------------------------------------------------------------------------------------------------------------------------

  Comprehensive income (loss)            -              -             -             -       (770,587)          2,441     (768,146)
----------------------------------------------------------------------------------------------------------------------------------
Balance, March, 31, 2001        20,859,323     $   20,859   $   641,033  $    250,000    $(1,011,778)  $       4,477 $    (95,409)
==================================================================================================================================
</TABLE>

                                       6

<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows

Nine month periods ended March 31, 2001 and 2000
(Unaudited - prepared by Management)

$ United States

<TABLE>
<CAPTION>
==========================================================================================================================
                                                                                                 Nine months ended
                                                                                                   March 31, 2000
                                                                                        ----------------------------------
                                                                                                         |     Predecessor
                                                                                                         |        Business
                                                                                                         |    (note 2 (a))
                                                                                           Period from   |----------------
                                                     From Inception       Nine months      December 1,   |     Period from
                                                    (March 3, 1999)             ended          1999 to   | July 1, 1999 to
                                                       to March 31,         March 31,        March 31,   |    December 15,
                                                               2001              2001             2000   |            1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>              <C>              <C>
                                                                                                         |
Cash provided by (used in):                                                                              |
  Operating activities:                                                                                  |
     Cash receipts from customers                      $    135,652      $     91,383     $     15,425   | $       48,894
     Cash receipts from interest and                                                                     |
         other income                                         2,123               327              538   |
     Cash paid to suppliers and employees                 (941,159)          (706,107)        (127,906)  |        (34,059)
--------------------------------------------------------------------------------------------------------------------------
                                                          (803,384)          (614,397)        (111,943)  |         14,835
Financing activities:                                                                                    |
     Increase (decrease) in payable to                                                                   |
       directors                                                -                (825)           1,648   |             -
     Issuance of common shares                             302,115             88,184          214,372   |             -
     Business combination (note 3)                         362,632            362,632               -    |             -
     Subscriptions for shares                              330,934            250,000           79,245   |             -
     Increase in debt                                       19,032             19,032               -    |             -
     Increase in loans payable                              30,451             30,451               -    |             -
     Partners' draws                                            -                  -                -    |         (4,614)
     Bank indebtedness                                          -                  -                -    |           (364)
--------------------------------------------------------------------------------------------------------------------------
                                                         1,045,164            749,474          295,265   |         (4,978)
Investing activities:                                                                                    |
     Increase in receivable from directors                 (25,743)           (25,743)              -    |             -
     Purchase of fixed assets                             (132,676)           (76,199)         (52,177)  |          (9,857)
     Website development costs capitalized                 (33,015)           (12,739)          (5,833)  |             -
--------------------------------------------------------------------------------------------------------------------------
                                                          (191,434)          (114,681)         (58,010)  |         (9,857)
                                                                                                         |
Foreign currency translation adjustment                      4,477              2,441            2,605   |             -
--------------------------------------------------------------------------------------------------------------------------
Increase in cash                                            54,823             22,837          127,917   |             -
                                                                                                         |
Cash, beginning of period                                       -              31,986              -     |             -
                                                                                                         |
--------------------------------------------------------------------------------------------------------------------------
Cash, end of period                                    $    54,823       $     54,823     $    127,917   | $           -
==========================================================================================================================

Supplementary Information:
    Interest paid                                      $        -        $         -      $         -      $           -
    Income taxes paid                                           -                  -                -                  -

Non-cash financing and investing activities:
    Common shares issued for fixed assets                        2                 -                 2                 -
    Common shares issued for acquisition
      of assets                                             16,821             16,821               -                  -
    Common shares issued on conversion
      of share subscriptions                                80,934              1,689               -                  -
    Common shares issued for services to be received        50,464             50,464               -                  -
    Common shares issued for services                      352,784            352,784               -                  -
    Share issue costs paid by issuance of common shares   (352,784)          (352,784)              -                  -
    Common shares issued for business combination         (180,576)          (180,576)              -                  -
    Warrants issued as discount on loans payable            29,500             29,500               -                  -
==========================================================================================================================
</TABLE>

                                       7

<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Nine month period ended March 31, 2001
(Unaudited - prepared by Management)

$ United States

================================================================================

1.   NATURE OF OPERATIONS:

     Columbus  Networks  Corporation  ("the Company"),  formerly known as Golden
     River Resources  Inc., was  incorporated on June 17, 1997 under the laws of
     the State of Nevada  and its  principal  business  activity  is  developing
     electronic    recruitment    websites    including     educationcanada.com,
     educationamerica.net and globalesl.net. The Company earns subscription fees
     paid  by  the  employers   that  use  the  websites  to  recruit   teaching
     professionals.  Prior  to  the  Company's  business  combination  effective
     November 30, 2000 with Columbus Networks  Corporation  ("Columbus B.C."), a
     British Columbia company, the Company was a shell company that was actively
     pursuing an operating company.

2.   ACCOUNTING POLICIES:

     (a)   Going concern

           These  financial  statements  have been prepared on the going concern
           basis,  which assumes the  realization  of assets and  liquidation of
           liabilities and commitment in the normal course of business.  Certain
           conditions,  discussed below, currently exist which raise substantial
           doubt about the validity of this assumption. The financial statements
           do not include any adjustments  that might result from the outcome of
           this uncertainty.  As shown in the consolidated financial statements,
           the Company has  incurred a loss for the period  since  inception  of
           $1,011,778,  and at March 31, 2001 has a net stockholders' deficiency
           of $95,409 and a working capital  deficiency of $253,612.  Management
           plans to  pursue  debt  (note 8) and  equity  financings  to  support
           operations   until  the   renewal   period  for   educationcanada.com
           subscribers  and the  commencement  of  billing  for  subscribers  of
           educationamerica.net.

     (b)   Basis of presentation:

           The  consolidated  financial  statements  include the accounts of the
           Company  and  its  wholly   owned   subsidiaries.   All   significant
           intercompany balances and transactions have been eliminated.

           Effective  November  30,  2000,  the  Company  acquired  100%  of the
           outstanding  common  shares of Columbus B.C. As the  shareholders  of
           Columbus B.C. obtained control of the Company through the exchange of
           their  shares  of  Columbus  B.C.  for  shares  of the  Company,  the
           acquisition   of  Columbus  B.C  has  been  accounted  for  in  these
           consolidated  financial  statements as a recapitalization of Columbus
           B.C. effectively  representing an issuance of shares by Columbus B.C.
           for the net assets of the  Company.  Consequently,  the  consolidated
           statements  of  operations,  stockholders'  equity  (deficiency)  and
           comprehensive   income  and  cash  flows  reflect  the  results  from
           operations and cash flows of Columbus B.C, the legal subsidiary,  for
           the  period  from  incorporation  on March 3, 1999 to March 31,  2001
           combined with those of the Company,  the legal parent,  from November
           30, 2000, in accordance with accounting principles generally accepted
           in the United States of America.

           In accordance  with the rules and  regulations  of the Securities and
           Exchange Commission,  a predecessor entity's financial statements are
           required  to  be  presented  in  specified  U.S.   Securities  filing
           documents.  Accordingly, the amounts presented for the period July 1,
           1999 to December 15, 1999 in the  statements of  operations  and cash
           flows  are  those  of  a  predecessor   partnership.   The  financial
           information presented as at March 31, 2001, for the nine months ended
           March 31, 2001 and 2000,  for the three  months  ended March 31, 2001
           and 2000 and for the period from  inception  (March 3, 1999) to March
           31, 2001 is unaudited,  however,  in the opinion of  management,  all
           adjustments  (consisting  solely of normal recurring items) necessary
           for the fair  presentation of these  unaudited  amounts in conformity
           with accounting principles generally accepted in the United States of
           America have been made.


                                       8
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Nine month period ended March 31, 2001
(Unaudited - prepared by Management)

$ United States

================================================================================

2.   ACCOUNTING POLICIES (CONTINUED):

     (b)   Basis of presentation (continued):

           The  continuity  of the number of common  shares of Columbus B.C. and
           its  predecessor  entity have been adjusted to reflect the conversion
           of the  shares  into  shares  of the  Company  as if the  acquisition
           occurred on July 1, 1999.

     (c)   Translation of financial statements:

           The Company's  functional  currency is the United States dollar.  The
           Company's  subsidiary,  Columbus  B.C.,  operates  in Canada  and its
           operations  are  conducted  in  Canadian   currency.   However,   its
           functional  currency has been  determined to be United States dollars
           as Columbus B.C. is a direct and integral  component of the Company's
           operations.  The method  applied to  translate  Columbus  B.C.  is as
           follows:

           i)    Assets and liabilities are translated at the rate  of  exchange
                 in effect at the balance sheet date, being  U.S. $1.00 per Cdn.
                 $1.5763 (June 30, 2000, US $1.00 per CDN $1.4806).

           ii)   Non-monetary assets and liabilities are  translated at the rate
                 of exchange in effect at the date the transaction occurred.

           iii)  Revenue  and expenses  are translated  at the exchange  rate in
                 effect at the transaction date.

           iv)   The net adjustment  arising from the translation is included in
                 the consolidated statement of operations.

                 To December 31, 2000, the functional  currency of Columbus B.C.
                 was the Canadian  dollar.  Accordingly,  the net  adjustment to
                 December 31, 2000 arising from the  translation was recorded in
                 a  separate  component  of  stockholders'  equity  (deficiency)
                 called "cumulative translation adjustment" which is included in
                 "accumulated other comprehensive income".

3.   BUSINESS RECAPITALIZATION:

     Effective November 30, 2000, the Company, and Columbus B.C., executed their
     share exchange  agreement.  The Company issued  14,955,475 common shares to
     the  shareholders of Columbus B.C. in  consideration  for all of the issued
     and  outstanding  common  shares of  Columbus  B.C.  on the basis of 1.4305
     common shares of the Company for each common share of Columbus  B.C.  Prior
     to its  acquisition  of  Columbus  B.C.,  the  Company  had no  substantial
     operations. As the former shareholders of Columbus B.C. obtained control of
     the Company through the share exchange,  this transaction was accounted for
     in these  financial  statements  as a  recapitalization  of  Columbus  B.C.
     effectively representing an issuance of shares by Columbus B.C. for the net
     tangible assets of the Company. The historical financial statements reflect
     the  results  of   operations  of  Columbus  B.C.  from  the  date  of  its
     incorporation on March 3, 1999, consolidated with those of the Company from
     November 30, 2000.

     Equity  financing  was raised by the Company  prior to November 30, 2000 in
     anticipation of the recapitalization transaction.  $200,000 of the proceeds
     from  this   financing  was  advanced  to  Columbus   B.C.   prior  to  the
     recapitalization transaction. The advance was eliminated upon consolidation
     of the companies.

                                       9

<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Nine month period ended March 31, 2001
(Unaudited - prepared by Management)

$ United States

================================================================================

3.   BUSINESS RECAPITALIZATION (CONTINUED):

     The acquisition details are as follows:

     Net assets acquired
           Cash                                                 $    162,632
           Prepaid expenses                                            2,732
           Due from Columbus B.C.                                    200,000
           Fixed assets                                                7,747
           Accounts payable and accrued liabilities                 (130,705)
           Debt                                                      (60,350)

     ---------------------------------------------------------------------------
                                                                $    182,056
     ===========================================================================

     Consideration given for net assets acquired
       14,955,475 common shares issued                          $    182,056
================================================================================

4.   RECEIVABLE FROM DIRECTORS:

     The receivable  from directors does not bear interest,  is unsecured and is
     repayable on demand.

5.   DEBT:

     The debt  represents  advances  made to the  Company by  shareholders  who,
     individually,  own less than 5% of the  outstanding  shares of the Company.
     The advances do not bear  interest,  have no fixed terms of repayment,  are
     unsecured and are not pursuant to a written agreement.

6.   LOANS PAYABLE:

     The loans  payable bear  interest at 10% on the  outstanding  balance,  are
     unsecured  and are due on June 26,  2001.  Monthly  interest  of 10% of the
     outstanding  balance is due for each 30 day period or portion  thereof that
     the loans remain outstanding subsequent to June 26, 2001.

     As further  consideration  for  advancing  the loans,  the Company  granted
     150,000  common  share  purchase  warrants  which expire on March 28, 2003.
     75,000 of the common  share  purchase  warrants  entitle the holder of each
     common share purchase  warrant to purchase one share of common stock of the
     Company at a price of $0.40 per share.  The  remaining  75,000 common share
     purchase  warrants  entitle  the  holder,  of each  common  share  purchase
     warrant, to purchase one share of common stock of the Company at a price of
     $0.60 per share.

     Accordingly,  interest  expense  of  $29,500,  being the fair  value of the
     warrants  granted,  has been included in the  determination of the loss for
     the period. The fair value of the warrants granted was determined using the
     Black Scholes  method using the two year life of the  warrants,  volatility
     factor of 198%, risk free rate of 5.5% and no assumed dividend rate.


                                       10
<PAGE>



COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Nine month period ended March 31, 2001
(Unaudited - prepared by Management)

$ United States
================================================================================

7.   CAPITAL STOCK:

      (a)   During the nine months  ended March 31, 2001  Columbus  B.C.  issued
            143,046 (100,000 prior to the business  combination)  Class A common
            shares in exchange  for the  ownership  of a website and  associated
            domain  names.  The fair  value of the  shares  issued,  aggregating
            $16,821,  approximated  the fair value of the assets  acquired.

      (b)   During the nine months  ended March 31, 2001  Columbus  B.C.  issued
            14,305  (10,000  prior to the business  combination)  Class A common
            shares for stock  subscriptions of $1,689 received prior to June 30,
            2000.

      (c)   During the nine months  ended March 31, 2001  Columbus  B.C.  issued
            812,214  (567,800  at Cdn $0.25  (US  $0.17)  prior to the  business
            combination)  Class A common shares for  aggregate  cash proceeds of
            $95,507.

      (d)   During the nine months ended March 31, 2001,  Columbus  B.C.  issued
            429,137 (300,000 prior to the business  combination)  Class A common
            shares for  services to be  performed.  The fair value of the shares
            issued,  aggregating  $50,464,  approximates  the fair  value of the
            services to be received.

      (e)   During the nine months ended March 31, 2001,  Columbus  B.C.  issued
            3,000,000  (2,097,232  prior to the  business  combination)  Class A
            common shares for brokerage fees related to the business combination
            described  in  note  3.  The  fair  value  of  the  shares   issued,
            aggregating $352,784,  approximating the fair value of the brokerage
            services received, has been recorded as a charge to capital stock.

      (f)   On February 2, 2001, the directors  approved a private  placement to
            sell up to 3,000,000  units at $0.25 per unit. Each unit consists of
            one share of common  stock and one common  share  purchase  warrant.
            Each two  common  share  purchase  warrants  entitles  the holder to
            purchase one share of common stock at a price of $0.50 per share for
            a period of six months from the date of issuance.

      (g)   During   February   2001,   the  Company   received   $250,000   for
            subscriptions for 1,000,000 units as disclosed in note 7(f).


8.   SUBSEQUENT EVENTS:

     On April 26 and 27, 2001 the Company received cash aggregating  $179,280 in
     exchange  for  convertible  promissory  notes.  The  notes  are  unsecured,
     non-interest  bearing and  repayable on or before  December  31, 2001.  The
     notes will bear  interest  at 10% per annum  commencing  January 1, 2002 if
     unpaid. At the option of the holders,  the notes can be converted to common
     stock of the  Company  at a price  of $0.50  per  share.  The  notes do not
     contain a beneficial  conversion feature as they are convertible at a price
     greater than the market price of the Company's  common stock at the date of
     issuance.


                                       11


<PAGE>



COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Nine month period ended March 31, 2001
(Unaudited - prepared by Management)

$ United States
================================================================================

9.   STATEMENTS OF CASH FLOWS:

     Cash flows from  operating  activities  prepared under the indirect  method
     are as follows:

<TABLE>
<CAPTION>
     ------------------------------------------------------------------------------------------------------------------
                                                                                            Nine months ended
                                                                                              March 31, 2000
                                                                                   ------------------------------------
                                                                                                      |     Predecessor
                                                                                                      |        Business
                                                                                                      |    (note 2 (a))
                                                                                                      | ---------------
                                                From Inception       Nine Months        Period from   |     Period from
                                               (March 3, 1999)             ended   December 1, 1999   | July 1, 1999 to
                                                  to March 31,         March 31,       to March 31,   |    December 15,
                                                          2001              2001               2000   |            1999
     ------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>                <C>                <C>
     (Loss) net income                            $ (1,011,778)   $     (770,587)    $     (128,292)  | $       19,015
     Non-cash items:                                                                                  |
         Amortization                                    32,058            26,364             2,141   |          1,071
         Interest - warrants issued as                                                                |
           discount on loans payable                     29,500            29,500                -    |             -
                                                                                                      |
     Accounts receivable                                (14,263)           (7,024)          (16,186)  |          4,545
     Prepaid expenses and deposits                       26,415            32,240            (3,793)  |             -
     Accounts payable and accrued liabilities            94,099            59,640            23,084   |           (295)
     Unearned revenue                                    40,585            15,470            11,103   |         (9,501)
                                                                                                      |
     ------------------------------------------------------------------------------------------------------------------
                                                  $    (803,384)  $      (614,397)   $     (111,943)  | $       14,835
     ==================================================================================================================
</TABLE>










                                       12

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Effective  November 30, 2000, the Company and Columbus Networks  Corporation,  a
British  Columbia  company  ("Columbus  B.C."),  executed  their share  exchange
agreement.  The Company issued  14,955,475  common shares to the shareholders of
Columbus  B.C. in  consideration  for all of the issued and  outstanding  common
shares of Columbus  B.C. on the basis of 1.4305 common shares of the Company for
each common share of Columbus  B.C.  The former  shareholders  of Columbus  B.C.
obtained  control of the  Company  through  the share  exchange.  The  principal
business activity of Columbus B.C. is developing electronic recruitment websites
including educationcanada.com, educationamerica.net and globalesl.net.

The Company is  currently  engaged in a private  placement  of its common  stock
pursuant  to which the  Company is offering  for sale up to  3,000,000  units at
$0.25 per unit to raise up to $750,000 in gross proceeds.  Each Unit consists of
one share of Common stock and one Warrant. Each two Warrants entitles the holder
to purchase one share of Common stock at a price of $0.50 per share for a period
of six months from the date of  issuance.  The  proceeds are expected to be used
for the Company's  marketing efforts and working capital needs. To date $250,000
has been raised pursuant to this private placement.

RESULTS OF OPERATIONS

The  Company's  level of activity was much greater  during the nine months ended
March 31,  2001 as  compared  to the same  period in the  prior  year  primarily
because the Company commenced operations on December 1, 1999.

During the past nine months,  the Company has focused its efforts on  developing
and marketing its electronic recruitment websites including educationcanada.com,
educationamerica.net and globalesl.net.  In September 2000  educationamerica.net
was launched and the Company hired several  marketing and customer service staff
to  secure  memberships  to this  website  from  school  districts  and  related
education entities. The Company is offering the first year's membership free for
a limited time to quickly establish a base of job postings from school districts
and private  employers  and a base of resumes from  educators.  In February 2001
globalesl.net was launched.

During the nine months  ended  March 31,  2001,  the Company  incurred a loss of
$770,587 due primarily to professional fees and aggressive marketing activities.
The costs related to the marketing activities are included in wages and benefits
($361,455)  consulting  ($59,209),  conferences  ($56,130) and travel ($58,290).
During the same period in 2000 very little  activity  occurred as operations did
not commence until December 1, 1999.

Advertising  and promotion,  consulting,  conferences  and travel have increased
significantly in 2001 over 2000 as the Company carried out aggressive  marketing
activities in 2001.  Amortization  expense has increased by $24,223 in 2001 over
2000  as  the  Company  acquired  a  significant  amount  of  fixed  assets  and
capitalized  website  development  during 2001.  Internet fees have increased by
$18,352 in 2001 over 2000 as the Company has three websites operating now versus
only one in 2000.  Professional fees have increased by $88,425 in 2001 over 2000
due  to  services  in  connection  with  the  recapitalization  transaction  and
reporting  requirements  of the Company.  Wages and benefits  have  increased by
$290,417 in  2001  over  2000  due  to  hiring  a  large   number  of   customer
representatives in 2001 and having employees for nine months in 2001 versus four
months in 2000.

Fee revenue of $90,176 was earned in the nine months  ended March 31, 2001 and a
further $40,585 of unearned  revenue will be recognized as revenue over the next
three months  ended June 30, 2001.  Fee revenue has risen to $90,176 in the nine
months ended March 31, 2001 from $20,508 in the same period ended March 31, 2000
primarily  due to having  customers  for nine months in the current  year versus
only four months in prior year and also due to expanding  the customer base with
aggressive marketing.

FINANCIAL CONDITION

Since  inception,  the Company has financed its  operations  through the sale of
equity, cash acquired in the recapitalization transaction effective November 30,
2000,  membership fees received and short term financing.  Since inception,  the
Company has raised $633,049,  net of share issuance costs,  from the sale of its
common   stock.   Cash  in  the  amount  of   $362,632   was   acquired  in  the
recapitalization transaction discussed above and $135,652 of membership fees and
short term loan proceeds of $49,483 have been received since inception.



                                       13

<PAGE>


In April  2001 the  Company  began its  billing  cycle for  membership  renewals
beginning in July, 2001.  Varying  discounts are being offered for early payment
to generate cash flow to meet working capital needs.

At March 31, 2001 the Company had a working  capital  deficiency  of $253,612 as
compared  to a working  capital  deficiency  of  $15,349 at June 30,  2000.  The
increased  deficiency  is due  primarily to the  assumption  of  liabilities  of
$191,055 in the  recapitalization  transaction,  many of which remain  unpaid at
March 31, 2001.

PLAN OF OPERATION

Of the current  liabilities at December 31, 2000,  $224,804 represents trade and
other  obligations,  $79,382 represents debt that does not have a fixed date for
repayment  and $30,451  represents  short term loans that are  repayable in June
2001. The unearned revenue of $40,585  represents  membership fees received that
pertain to the period from April 1, 2001 to June 30, 2001.

At March 31, 2001 the Company had $54,823  cash on hand.  Management  intends to
advance  the  timing of the  billing  cycle  for  renewals  of member  ships for
educationcanada.com   and  begin  the   billing   cycle  for   memberships   for
educationamerica.net during the quarter ending June 30, 2001.

Subsequent to March 31, 2001 the Company  raised debt financing in the amount of
$179,280  in  the  form  of  convertible  promissory  notes.  The  advances  are
non-interest  bearing,  unsecured and  repayable on or before  December 31, 2001
after which the advances will bear  interest at 10% per annum.  At the option of
the  holders,  the notes can be  converted  to common  stock of the Company at a
price of $0.50 per share.

FORWARD-LOOKING STATEMENTS

Certain  statements  in this  Quarterly  Report on Form 10-QSB and the Company's
Annual Report on Form 10-KSB for its fiscal year ended June 30, 2000, as well as
statements made by the Company in periodic press releases,  oral statements made
by the  Company's  officials  to  analysts  and  shareholders  in the  course of
presentations about the Company, constitute "forward-looking  statements" within
the  meaning  of  the  Private   Securities   Litigation   Act  of  1995.   Such
forward-looking statements involve known and unknown risks,  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 the  forward  looking  statements.  Such
factors  include,   among  other  things,  (1)  general  economic  and  business
conditions;  (2) interest rate changes;  (3) the relative  stability of the debt
and equity markets;  (4) competition;  (5) demographic  changes;  (6) government
regulations  particularly  those  related to  Internet  commerce;  (7)  required
accounting changes; (8) equipment failures,  power outages, or other events that
may  interrupt  Internet  communications;  (9) disputes or claims  regarding the
Company's proprietary rights to its software and intellectual property; and (10)
other factors over which the Company has little or no control.



                                       14


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES

         During the  quarter  ended  March 31,  2001,  the  registrant  received
         $250,000 for subscriptions for 1,000,000 units, each unit consisting of
         one share of common stock and one common share purchase  warrant.  Each
         two common share purchase  warrants  entitle the holder to purchase one
         share of common stock at a price of $0.50 per share for a period of six
         months from the date of issuance.

         The registrant relied upon the exemption from registration contained in
         Section  4(2) of the  Securities  Act of 1933,  as  there  was only one
         subscriber.  The subscriber is deemed to be sophisticated  with respect
         to the investment in the securities due to its financial  condition and
         involvement in the registrant's  business.  Restrictive legends will be
         placed on the stock certificates evidencing the shares and warrants.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A)    EXHIBITS:  None.

         B)    REPORTS ON FORM 8-K:

               On January  16, 2001, the  registrant  filed an amendment  to its
report on Form 8-K, dated  December 8, 2000,  reporting under  Items 1, 2, and 5
the  business  combination  with Columbus  Networks  Corporation.  The unaudited
historical financial  statements  of Columbus  Networks  Corporation were filed,
with  the  audited   historical  financial   statements  of  Columbus   Networks
Corporation and pro forma financial information having been filed previously.


                                   SIGNATURES

In accordance  with the requirements of the  Exchange Act, the registrant caused
this  report  to be  signed on  its behalf  by the undersigned,  thereunto  duly
authorized.

                                     COLUMBUS NETWORKS CORPORATION
                                     (Registrant)



Date:  May 16, 2001                  By:   /s/ Scott McLean
                                        ----------------------------------------
                                            Scott McLean, Vice President and
                                            Chief Financial Officer




                                       15