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, 2002

[ ]               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.)






      #305 - 478 BERNARD AVENUE, KELOWNA, BRITISH COLUMBIA, CANADA V1Y 6N7
                    (Address of principal executive offices)

                                 (250) 860-6476
                           (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:

            24,889,323 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                 MARCH 31, 2002

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

<PAGE>


                          COLUMBUS NETWORKS CORPORATION


                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                        (A DEVELOPMENT STAGE ENTERPRISE)


                                 MARCH 31, 2002









                                       2

<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
<TABLE>
=============================================================================================================================
<CAPTION>
                                                                                                   March 31,         June 30,
                                                                                                        2002             2001
------------------------------------------------------------------------------------------------------------------------------
                                                                                                 (Unaudited)

<S>                                                                                          <C>              <C>

ASSETS


CURRENT
    Accounts receivable                                                                      $        27,094  $        92,412
    Receivable from directors                                                                         10,713           20,131
    Prepaid expenses and deposits                                                                     56,498           15,378
                                                                                             ---------------  ---------------

    Total current assets                                                                              94,305          127,921

FIXED ASSETS                                                                                         167,178          112,952

WEB-SITE DEVELOPMENT                                                                                  52,635           25,797
                                                                                             ---------------  ---------------

TOTAL ASSETS                                                                                 $       314,118  $       266,670
==============================================================================================================================
</TABLE>


                                  - CONTINUED -




       The accompanying notes are an integral part of these consolidated
                              financial statements.

                                       3
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
<TABLE>
==============================================================================================================================
<CAPTION>
                                                                                                   March 31,         June 30,
                                                                                                        2002             2001
------------------------------------------------------------------------------------------------------------------------------
                                                                                                 (Unaudited)
<S>                                                                                          <C>              <C>
CONTINUED...


LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT
    Bank indebtedness (Note 3)                                                               $        22,102  $         7,084
    Accounts payable and accrued liabilities                                                         307,854          254,794
    Unearned revenue                                                                                 160,769          153,969
    Debt                                                                                              60,350           80,165
    Loans payable                                                                                         -            77,939
    Convertible promissory notes (Note 4)                                                            224,715          183,778
                                                                                             ---------------  ---------------

    Total current liabilities                                                                        775,790          757,729
                                                                                             ---------------  ---------------

COMMITMENTS (Note 7)

STOCKHOLDERS' DEFICIENCY
    Capital stock (Note 5)
       Authorized
            1,000,000 preferred shares with a par value of $0.01 per share
           50,000,000 common shares with a par value of $0.001 per share
       Issued
           24,889,323 common shares (June 30, 2001 - 20,859,323)                                      24,889           20,859
    Additional paid-in capital                                                                     1,396,520          641,033
    Subscription for shares                                                                           42,677          250,000
    Deficit accumulated during the development stage                                              (1,930,235)      (1,407,428)
    Accumulated other comprehensive income                                                             4,477            4,477
                                                                                             ---------------  ---------------

    Total stockholders' deficiency                                                                  (461,672)        (491,059)
                                                                                             ---------------  ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                               $       314,118  $       266,670
==============================================================================================================================
</TABLE>


NATURE OF OPERATIONS (Note 1)


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       4
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
==============================================================================================================================
<CAPTION>

                                              Period From
                                             Inception on
                                                 March 3,      Three Month      Three Month       Nine Month       Nine Month
                                                  1999 to     Period Ended     Period Ended     Period Ended     Period Ended
                                                March 31,        March 31,        March 31,        March 31,        March 31,
                                                     2002             2002             2001             2002             2001
------------------------------------------------------------------------------------------------------------------------------

<S>                                        <C>              <C>              <C>              <C>              <C>
REVENUE
  Fees                                     $      311,836   $       70,485   $       37,956   $      156,301   $       90,176
  Interest and other income                         2,352               -                -                -               327
                                           --------------   --------------   --------------   --------------   --------------

                                                  314,188           70,485           37,956          156,301           90,503


EXPENSES (Schedule)                            (2,244,243)        (147,563)        (366,537)        (679,108)        (861,090)
                                           --------------   --------------   --------------   --------------   --------------


LOSS FOR THE PERIOD                        $   (1,930,235)  $      (77,078)  $     (328,581)  $     (522,807)  $     (770,587)
==============================================================================================================================


BASIC AND DILUTED LOSS PER SHARE                            $        (0.01)  $       (0.02)   $        (0.02)  $       (0.05)
==============================================================================================================================


WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                                            24,889,323       20,859,323       23,447,170       15,252,518
==============================================================================================================================
</TABLE>







              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                       5

<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
CONSOLIDATED SCHEDULE OF EXPENSES
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
==============================================================================================================================
<CAPTION>
                                              Period From
                                             Inception on
                                                 March 3,      Three Month      Three Month       Nine Month       Nine Month
                                                  1999 to     Period Ended     Period Ended     Period Ended     Period Ended
                                                March 31,        March 31,        March 31,        March 31,        March 31,
                                                     2002             2002             2001             2002             2001
------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>              <C>              <C>

Advertising and promotion                          59,539               19           13,092            3,513           29,430
Amortization - fixed assets                        71,180           11,493            7,169           37,126           18,225
Amortization
  - web-site development                           43,069            5,936            4,151           11,987            8,139
Automotive                                         72,738            6,857            3,700           16,201           25,199
Bank charges                                        6,744             (949)             770            3,542            1,940
Conferences                                        77,625               -            29,975            4,490           56,130
Consulting                                        191,771            6,839           33,145          104,713           59,209
Exchange gain                                      (7,399)             317             (969)          (5,686)            (969)
Inducement fee                                     18,996               -                -                -                -
Insurance                                           1,878              385              247              654              318
Interest                                           40,169           10,669           29,500           10,669           29,500
Internet fees                                      67,583           10,422            6,946           22,846           22,142
Licences, fees and dues                             4,318               -               466               -               835
Loss on settlement of liabilities                  12,874               -                -            12,874               -
Office                                            107,485            1,882            8,503            8,387           33,807
Professional fees                                 236,400           21,610           23,487           58,861          111,438
Rent                                               84,669           15,072            8,836           39,924           21,871
Repairs and maintenance                             7,523              238            2,913            1,302            7,032
Telephone                                          43,345            3,702           11,088           12,748           17,099
Training                                            1,022               -                -                -                -
Travel                                             91,403            1,000           33,477            5,861           58,290
Wages and benefits                              1,008,933           52,071          150,041          329,096          361,455
Web-site development                                2,558               -                -                -                -
                                           --------------   --------------   --------------   --------------   --------------


                                           $    2,244,423   $      147,563   $      366,537   $      679,108   $      861,090
==============================================================================================================================
</TABLE>




              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       6
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
====================================================================================================================================
<CAPTION>

                                        Capital Stock
                                  ---------------------------                                   Deficit
                                                                                            Accumulated   Accumulated          Total
                                     Number of                   Additional                  During the  Comprehensive Stockholders'
                                        Common                      Paid-in  Subscription   Development         Other         Equity
                                        Shares        Amount        Capital    for Shares         Stage        Income   (Deficiency)
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>           <C>            <C>            <C>          <C>           <C>

BALANCE, MARCH 3, 1999                      -   $         -   $         -    $         -    $        -   $         -   $         -

Shares issued for
  acquisition of assets              7,867,514         7,868        (7,866)            -             -             -              2
Shares issued for cash               2,574,822         2,575       301,355             -             -             -        303,930
Shares issued for cash                 114,437           114        13,394             -             -             -         13,508
Subscription for shares                     -             -             -           1,689            -             -          1,689
Share issue costs                           -             -        (24,262)            -             -             -        (24,262)
Cumulative translation
  adjustment                                -             -             -              -             -          2,036         2,036
Loss for the period                         -             -             -              -       (241,191)           -       (241,191)
                                  ------------  ------------  ------------   ------------   -----------  ------------  ------------

BALANCE, JUNE 30, 2000              10,556,773        10,557      282,621           1,689      (241,191)        2,036        55,712

Shares issued for
  acquisition of assets                143,046           143       16,678              -             -             -         16,821
Shares issued upon conversion
  of share subscriptions                14,305            14        1,675          (1,689)           -             -             -
Shares issued for cash                 812,214           812       94,695              -             -             -         95,507
Shares issued for services             429,137           429       50,035              -             -             -         50,464
Shares issued for services           3,000,000         3,000      349,784              -             -             -        352,784
Shares issue costs                          -             -      (404,507)             -             -             -       (404,507)
Share held by Golden River
  shareholders prior to
  recapitalization                   5,903,848         5,904      176,152              -             -             -        182,056
  transaction
Subscriptions for shares                    -             -            -          250,000            -             -        250,000
Warrants granted to share
  subscribers                               -             -        44,400              -             -             -         44,400
Warrants issued as discount
  on loans payable                          -             -        29,500              -             -             -         29,500
Cumulative translation
  adjustment                                -             -            -               -             -          2,441         2,441
Loss for the year                           -             -            -               -     (1,166,237)           -     (1,166,237)
                                  ------------  ------------  -----------    ------------   -----------  ------------  ------------

BALANCE, JUNE 30, 2001              20,859,323        20,859      641,033         250,000    (1,407,428)        4,477      (491,059)

Share issue costs                           -             -        (9,738)             -             -             -         (9,738)
Subscription for units                      -             -            -          508,401            -             -        508,401
Shares cancelled                      (400,000)         (400)         400              -             -             -             -
Shares issued for
  acquisition
  of web-site                          250,000           250       12,250              -             -             -         12,500
Shares issued for services
  and services to be
  rendered                             600,000           600       40,431              -             -             -         41,031
Shares issued upon
  conversion of share
  subscriptions                      3,580,000         3,580      712,144        (715,724)           -             -             -
Loss for the period                         -             -            -               -       (522,807)           -       (522,807)
                                  ------------  ------------  -----------    ------------   -----------  ------------  -------------

BALANCE, MARCH 31, 2002             24,889,323  $     24,889  $  1,396,520   $     42,677   $(1,930,235) $      4,477  $   (461,672)
====================================================================================================================================
</TABLE>




              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       7
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
==============================================================================================================================
<CAPTION>
                                                                                Period From
                                                                               Inception on
                                                                                   March 3,       Nine Month       Nine Month
                                                                                    1999 to     Period Ended     Period Ended
                                                                                  March 31,        March 31,        March 31,
                                                                                       2002             2002             2001
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>               <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                     $    (1,930,235)  $     (522,807)  $     (770,587)
    Non-cash items:
       Amortization                                                                 114,249           49,113           26,364
       Loss on settlement of liabilities                                             12,874           12,874               -
       Warrants issued as discount on loans payable recorded as interest             29,500               -            29,500
       Shares issued for services                                                     6,500            6,500               -

    Changes in non-cash working capital items:
       Accounts receivable                                                          (27,094)          65,318           (7,024)
       Prepaid expenses and deposits                                                 31,229           (6,589)          32,240
       Accounts payable and accrued liabilities                                     181,773           57,684           59,640
       Unearned revenue                                                             160,769            6,800           15,470
                                                                            ---------------   --------------   --------------

    Net cash used in operating activities                                        (1,420,435)        (331,107)        (614,397)
                                                                            ---------------   --------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Decrease in payable to directors                                                     -                -              (825)
    Issuance of common shares, net of share issue costs                             292,377           (9,738)          88,184
    Proceeds from subscriptions for shares                                          775,807          444,873          250,000
    Proceeds from debt                                                               19,815               -            19,032
    Loans payable                                                                    26,215          (51,724)          30,451
    Issuance of convertible promissory notes                                        224,715           40,937               -
    Bank indebtedness                                                                22,102           15,018               -
                                                                            ---------------   --------------   --------------

    Net cash provided by financing activities                                     1,361,031          439,366          386,842
                                                                            ---------------   --------------   --------------
</TABLE>



                                  - CONTINUED -



              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       8
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)
<TABLE>
==============================================================================================================================
<CAPTION>
                                                                                Period From
                                                                               Inception on
                                                                                   March 3,       Nine Month       Nine Month
                                                                                    1999 to     Period Ended     Period Ended
                                                                                  March 31,        March 31,        March 31,
                                                                                       2002             2002             2001
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>               <C>              <C>


CONTINUED...


CASH FLOWS FROM INVESTING ACTIVITIES
    Business combination                                                            362,632               -           362,632
    Receivable from directors                                                       (10,713)           9,418          (25,743)
    Purchase of fixed assets                                                       (230,609)         (91,352)          76,199)
    Web-site development costs capitalized                                          (66,383)         (26,325)         (12,739)
                                                                            ---------------   --------------   --------------

                                                                                     54,927         (108,259)         247,951
                                                                            ---------------   --------------   --------------


EFFECT OF CHANGE IN EXCHANGE RATES ON CASH BALANCES                                   4,477               -             2,441
                                                                            ---------------   --------------   --------------


INCREASE IN CASH FOR THE PERIOD                                                          -                -            22,837


CASH, BEGINNING OF PERIOD                                                                -                -            31,986
                                                                            ---------------   --------------   --------------


CASH, END OF PERIOD                                                         $            -    $           -    $       54,823
==============================================================================================================================


SUPPLEMENTARY INFORMATION:
    Interest paid                                                           $        10,669   $       10,669   $           -
    Income taxes paid                                                                    -                -                -
==============================================================================================================================
</TABLE>


SUPPLEMENTAL DISCLOSURE FOR NON-CASH FINANCING AND INVESTING ACTIVITIES (Note 6)





              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       9
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
NINE MONTH PERIOD ENDED MARCH 31, 2002
================================================================================



1.       NATURE OF OPERATIONS

         The  Company  was  incorporated  on June 17, 1997 under the laws of the
         State of Nevada  and its  principal  business  activity  is  developing
         electronic   recruitment   web-sites   including   educationcanada.com,
         educationamerica.net and globalesl.net.  The Company earns subscription
         fees paid by the employers  that use the web-sites to recruit  teaching
         professionals  and is considered  to be a development  stage company in
         accordance with Statement of Financial Accounting Standards No. 7.

         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'  deficiency  and cash  flows
         reflect the results from  operations  and cash flows of Columbus  B.C.,
         the legal subsidiary, for the period from its incorporation on March 3,
         1999 to June 30, 2001  combined  with those of the  Company,  the legal
         parent, from November 30, 2000.

         The accompanying  consolidated  financial statements have been prepared
         by the  Company  without  audit.  In the  opinion  of  management,  all
         adjustments (which include only normal recurring adjustments) necessary
         to  present  fairly the  consolidated  financial  position,  results of
         operations, changes in stockholders' deficiency and cash flows at March
         31,  2002  and  for  the  period  then  ended  have  been  made.  These
         consolidated  financial  statements  should be read in conjunction with
         the audited  consolidated  financial  statements of the Company for the
         year ended June 30, 2001.  The results of operations for the nine month
         period  ended  March 31,  2002 are not  necessarily  indicative  of the
         results to be expected for the year ending June 30, 2002.

2.       GOING CONCERN

         These   consolidated   financial   statements  have  been  prepared  in
         accordance with United States generally accepted accounting  principles
         applicable to a going concern which  contemplates  the  realization  of
         assets and the  satisfaction  of  liabilities  and  commitments  in the
         normal course of business. The general business strategy of the Company
         is to continue pursuing debt and equity financing to support operations
         until  the   billing  of   subscribers   of   educationcanada.com   and
         educationamerica.net is sufficient to meet cash flow requirements.  The
         continued  operations  of the Company is dependent  upon the ability of
         the  Company  to obtain  the  necessary  financing  to and upon  future
         profitable  operations.  The Company has incurred  operating losses and
         requires  additional  funds to meet its  obligations  and  maintain its
         operations.   These  conditions  raise   substantial  doubt  about  the
         Company's  ability to continue as a going concern.  These  consolidated
         financial  statements do not include any adjustments  that might result
         from this uncertainty.

<TABLE>
<CAPTION>
         =====================================================================================--=========

                                                                             March 31,           June 30,
                                                                                  2002               2001
         ------------------------------------------------------------------------------------------------
<S>                                                                   <C>                <C>

         Deficit accumulated during the development stage             $     1,930,235    $     1,407,428
         Working capital (deficiency)                                        (681,485)          (629,808)
         ================================================================================================
</TABLE>

                                       10
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
NINE MONTH PERIOD ENDED MARCH 31, 2002
================================================================================


3.       BANK INDEBTEDNESS
         =======================================================================
                                                        March 31,       June 30,
                                                             2002           2001
         -----------------------------------------------------------------------

         Operating line of credit                       $  15,936      $       -
         Cheques issued in excess of funds on deposit       6,166          7,084
                                                        ------------------------

                                                           22,102          7,084
         =======================================================================

         The  operating  line of  credit  has a  maximum  of  CDN$30,000,  bears
         interest  at prime  plus two  percent  per  annum and is  secured  by a
         general  security  agreement  which includes a floating charge over all
         the assets of the Company.

4.       CONVERTIBLE PROMISSORY NOTES

         During the nine month period ended March 31, 2002, the Company issued a
         convertible  promissory note for proceeds of $50,029 (CDN$80,000).  The
         note is  unsecured,  non-interest  bearing and due on demand.  The note
         will bear interest at 15% per annum commencing  January 1, 2002. At the
         option of the holders,  the note can be converted into common shares of
         the Company at a price of $0.10 per share.  The note does not contain a
         beneficial  conversion feature as it was convertible at a price greater
         than the market price of the Company's  common shares at the commitment
         date.

         The existing convertible promissory notes of $174,686 (CDN$278,240) due
         on or before  December  31, 2001 have not been  repaid by the  Company.
         Accordingly,  the notes will bear interest at 10% per annum  commencing
         January 1, 2002.

5.       CAPITAL STOCK

         During the nine month period ended March 31, 2002, the Company  entered
         into the following capital stock transactions:

         a)   Issued 250,000 common shares at an agreed value of $12,500 for the
              acquisition of a web-site and domain name.

         b)   Issued  250,000 common  shares for services  rendered relating  to
              equity  financing  of the  Company.  The fair  value of the shares
              issued was  $25,000.  Since these  services are  considered  share
              issue  costs,  the net effect of the  transaction  is to  increase
              capital stock by $250 and decrease  additional  paid-in capital by
              $250.

         c)   Issued 130,000 common shares for services relating to salaries and
              wages. The fair value of the shares issued was $6,500.

         d)   Issued  220,000  common shares  for rental services to be provided
              relating to the Company's lease of new premises. The fair value of
              the shares issued was $34,531 which has been recorded as a prepaid
              expense and is being expensed over the term of the lease.

                                       11
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
NINE MONTH PERIOD ENDED DECEMBER 31, 2002
================================================================================

5.       CAPITAL STOCK (cont'd...)

         e)   Issued  3,580,000  common  shares of an agreed  value of  $715,724
              in exchange for share subscriptions of $715,724.

         f)   Cancelled  400,000 common  shares voluntarily returned to treasury
              for $Nil  consideration.  The net effect of the  transaction is to
              decrease  capital  stock by $400 and increase  additional  paid-in
              capital by $400.

         SHARE SUBSCRIPTIONS

         During the nine month period  ended March 31, 2002, the Company entered
         into the following share subscription transactions:

         a)   Received $200,000 towards the sale of 1,000,000 units at $0.20 per
              unit.  Each  unit  consists  of one  common  share  and one  share
              purchase warrant. Each warrant entitles the holder to purchase one
              common  share at a price of $0.25  per  share  for a period of two
              years from the date of issuance.  The 1,000,000  units were issued
              during the current nine month period.

         b)   Received $227,873 towards the sale of 1,380,000 units at $0.17 per
              unit.  Each  unit  consists  of one  common  share  and one  share
              purchase warrant. Each warrant entitles the holder to purchase one
              common  share at a price of $0.25  per  share  for a period of two
              years from the date of issuance.  The proceeds were used to prepay
              leasehold  improvements  on the new premises of $66,050 and prepay
              rent of $56,143. The remaining proceeds of $105,680 have been used
              to fund  operations.  The  1,380,000  units were issued during the
              current nine month period.

         c)   Converted  $16,513 of  the  loans  payable into  subscriptions for
              100,000  units.  Each unit  consists  of one common  share and one
              share  purchase  warrant.  Each  warrant  entitles  the  holder to
              purchase  one  common  share at a price of $0.25  per  share for a
              period of one year from the date of  issuance.  The 100,000  units
              were issued during the current nine month period.

         d)   Converted $4,624 of accounts payable into subscriptions for 50,000
              common shares with an approximate  fair value of $8,500  resulting
              in a loss on settlement  of $3,876.  The 50,000 common shares were
              issued during the current nine month period.

         e)   Converted $19,815 of the debt into subscriptions for 120,000 units
              with an approximate  fair value of $38,515  resulting in a loss on
              settlement of $18,700.  Each unit consists of one common share and
              one share  purchase  warrant.  Of the 120,000 total share purchase
              warrants,  50,000 and 70,000 of the warrants entitle the holder to
              purchase  one  common  share  at  a  price  of  $0.17  and  $0.25,
              respectively, per share for a period of two years from the date of
              issuance.  Subscriptions  of $12,828  were  converted  into 50,000
              units  during   the  nine  month   period  ended  March  31,  2002
              consisting of 50,000 common shares and 50,000 warrants exercisable
              at a price of $0.17 per share.


                                       12
<PAGE>

COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
NINE MONTH PERIOD ENDED MARCH 31, 2002
================================================================================



5.       CAPITAL STOCK (cont'd...)

         SHARE SUBSCRIPTIONS (cont'd...)


         f)   Received  $17,000 towards  the sale  of 170,000 units at $0.10 per
              unit.  Each  unit  consists  of one  common  share  and one  share
              purchase warrant. Each warrant entitles the holder to purchase one
              common  share at a price of $0.25  per  share  for a period of two
              years  from  the date of  issuance.  The  units  have not yet been
              issued.

         As a  result of  settling  the above  amounts, a  loss on settlement of
         $22,576, being the fair value of the subscriptions for units and shares
         in excess  of the carrying  amount of  the liabilities settled has been
         included in the loss for the period.  The loss on settlement of $22,576
         has been partially offset by $9,702 of loans payable that were forgiven
         by the lender resulting in a net loss on settlement of $12,874.

         WARRANTS

         The  following share  purchase warrants are outstanding as of March 31,
         2002:

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

                    Number             Exercise
                 of Shares                Price                Expiry Date
         -----------------------------------------------------------------------

                   100,000             $   0.25                July 27, 2002
                    50,000                 0.17                March 30, 2003
                   200,000                 0.25                July 13, 2003
                 1,180,000                 0.25                July 14, 2003
                 1,000,000                 0.25                July 23, 2003
         =======================================================================

         During the nine month  period  ended March 31,  2002,  1,205,000  share
         purchase warrants exercisable at $0.40 per share expired.

         The fair value of the warrants  granted of $18,700 was determined using
         the Black  Scholes  method using the life of the  warrants,  volatility
         factor of 150%, risk free rate of 4% and no assumed dividend rate.


         STOCK OPTIONS

         There  has been no change in the  status of the  Company's  outstanding
         stock options during the nine month period ended March 31, 2002.

                                       13
<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
NINE MONTH PERIOD ENDED MARCH 31, 2002
================================================================================


6.       SUPPLEMENTAL DISCLOSURE FOR NON-CASH FINANCING AND INVESTING ACTIVITIES

         During the nine month period ended March 31, 2002, the Company  entered
         into the following non-cash transactions:

         a)   Issued 250,000  (2001 - 143,046) common  shares at an agreed value
              of $12,500 (2001 - $16,821) to acquire a web-site and domain name.

         b)   Issued 3,580,000  (2001 - 14,305) common shares at an agreed value
              of $715,724  (2001 - $1,689) in  exchange for  share subscriptions
              received in advance.

         c)   Issued 600,000 (2001 - 3,429,137) common shares at a fair value of
              $41,031  (2001  -  $403,248)  for  services  and  services  to  be
              provided.

         d)   Converted   $4,624  (2001 -  $Nil)  of   accounts   payable   into
              subscriptions received of $8,500 (2001 - $Nil) resulting in a loss
              on settlement of $3,876 (2001 - $Nil).

         e)   Converted   $19,815  (2001 -  $Nil)  of  debt  into  subscriptions
              received  of  $38,515  (2001  -  $Nil)  resulting  in  a  loss  on
              settlement of $18,700 (2001 - $Nil).

         f)   Converted   $16,513   (2001  -  $Nil)  of   loans   payable   into
              subscriptions received of $16,513 (2001 - $Nil).

         g)   Loans  payable of $9,702 (2001 - $Nil) were forgiven by the lender
              and partially offset against losses on  the settlement of accounts
              payable and debt.


7.       COMMITMENTS

         The Company is committed to future minimum lease payments for operating
         leases for premises as follows:

             Year ended June 30
               2002                          $         8,750
               2003                                   35,000
               2004                                   35,000
               2005                                   35,000
               2006                                   26,250



                                       14

<PAGE>

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

Effective  November 30, 2000, the Company  completed the  acquisition of 100% of
the outstanding common shares of Columbus B.C. As the Columbus B.C. shareholders
obtained  effective  control of the Company through the exchange of their shares
of Columbus B.C. for shares of the Company,  the  acquisition has been accounted
for  in  these  consolidated  financial  statements  as a  reverse  acquisition.
Consequently,  the consolidated  statements of operations and cash flows reflect
the results from operations and changes in financial  position of Columbus B.C.,
the legal subsidiary,  since inception  combined with those of the Company,  the
legal parent,  from the date of  acquisition on November 30, 2000, in accordance
with  generally  accepted  accounting  principles for reverse  acquisitions.  In
addition,  the  comparative  figures  are  those of  Columbus  B.C.,  the  legal
subsidiary.

RESULTS OF OPERATIONS

The Company's  level of activity was greater  during the nine months ended March
31, 2002 as compared to the same period in the prior year  primarily  due to the
aggressive marketing campaign during fiscal 2001.

During the past nine months,  the Company has  continued to focus its efforts on
developing  and  marketing  its  electronic   recruitment   websites   including
educationcanada.com, educationamerica.net, globalesl.net and teachingjobs.com, a
website acquired in December 2001. Due to the success of the marketing  campaign
the Company has  discontinued  offering the first year's  membership  free in an
effort to ensure  quality  of service as the  Company  grows and to improve  the
negative cash position of the Company.

Fee revenue of $156,301 was earned in the nine months ended March 31, 2002 and a
further $160,769 of unearned revenue will be recognized as revenue over the next
fourteen  months ended May,  2003.  Fee revenue has risen 73% to $156,301 in the
nine months ended March 31, 2002 from $90,176 in the same period ended March 31,
2001 primarily due to expanding the customer base with  aggressive  marketing in
fiscal 2001 and due to the expiry of the free trial  period for many  customers.
During the three  months  ended  March 31,  2002,  revenues  increased  86% from
$37,956 in 2001 to $70,485.

During the nine months  ended  March 31,  2002,  the Company  incurred a loss of
$522,807,  compared to a loss of $770,587 during the comparable period in fiscal
2001.  The loss for the  three  months  ended  March  31,  2002 of  $77,078  was
significantly  less than that of the comparable  period of the preceding  fiscal
year of $328,581, primarily as a result of the significant decrease in expenses.
The  decrease in the loss for each of these  respective  periods was a result of
increasing  revenues  and  decreasing  expenses.  A summary  of the  significant
changes in expenses follows.

During the periods ended March 31, 2002, advertising and promotion has decreased
significantly  in fiscal  2002 over  fiscal 2001 ($19 as compared to $13,092 for
three  months and $3,513 as compared to $29,430 for nine  months) as the Company
focused its  marketing  efforts on regional  sales  representatives  rather than
direct advertising.

Accordingly,   both  travel  costs  and   conference   expenses  have  decreased
significantly. Travel costs decreased by $52,429 (90%) for the nine-month period
in fiscal 2002 over fiscal 2001 and $32,477  (97%) for the  three-month  period.
Conference  expenses  decreased by $51,640 (92%) for the  nine-month  period and
$29,975 (100%) for the three-month period.

Professional  fees decreased in the current period,  as compared to fiscal 2001,
since the business  combination  with Golden River Resources  closed in December
2000,  causing  professional  fees to be  unusually  high in  fiscal  2001.  The
decreases were $52,577 (47%) for the  nine-month  period and $1,877 (8%) for the
three-month period.

Consulting fees have increased by $45,504 for the current  nine-month period and
decreased by $26,306 for the current  three-month  period, as compared to fiscal
2001, as the Company hired  consultants  for the first quarter of fiscal 2002 to
assist it with financing its operations.

Amortization  expense has  increased by $6,109  (54%) and $22,749  (86%) for the
three and  nine-month  periods  in 2002 over 2001 as the  Company  continued  to
acquire more fixed assets and capitalized website development during 2002.


                                       15
<PAGE>


Rent has increased in fiscal 2002 over fiscal 2001 as the Company moved into new
larger premises  effective October 1, 2001 and its previous lease did not expire
until October 31, 2001. The Company has recently  subleased some of its premises
for a monthly rental fee of $750.

Wages and benefits show a decrease of $32,359 (9%) for the nine-month  period in
fiscal 2002 over fiscal 2001,  but the Company has  recently  reduced its staff.
Accordingly,  wages and benefits decreased by $97,970 (65%) for the three months
ended March 31, 2002 as compared to the previous fiscal year.

FINANCIAL CONDITION

Since  inception,  the Company has financed its  operations  through the sale of
equity, membership fees received and short term financing.

In April 2001 the Company  began its billing cycle for  membership  renewals for
educationcanada.com beginning in July 2001. Varying discounts were being offered
for early  payment to  generate  cash flow to meet  working  capital  needs.  In
addition,  during the nine months  ended  March 31,  2002 the Company  began its
billing cycle for membership renewals for educationamerica.net beginning October
1, 2001 as the first free trial periods expired.

At March 31, 2002, the Company had a working  capital  deficiency of $681,485 as
compared to a working  capital  deficiency  of $629,808  at June 30,  2001.  The
increased deficiency is due primarily to cash outflows continuing to exceed cash
inflows.  The negative cash flow from  operations  decreased from $(614,397) for
the  nine-month  period ended March 31, 2001 to  $(331,107)  for the  nine-month
period ended March 31, 2002.

The Company's  operating losses and working capital deficiency raise substantial
doubt about the Company's ability to continue as a going concern.

PLAN OF OPERATION

Of the current  liabilities  at March 31, 2002,  $307,854  represents  trade and
other  obligations  and $60,350  represents debt that does not have a fixed date
for  repayment.  The unearned  revenue of $160,769  represents  membership  fees
received that pertain to various  periods from April 1, 2002 to May 31, 2003. In
addition,  the Company has  convertible  promissory  notes of $174,686 due on or
before December 31, 2001, which have not been repaid.  These notes bear interest
at 10% per annum.  Another  convertible  promissory  note for  $50,029 is due on
demand.

At March 31, 2002 the Company  had a balance on its  operating  line and cheques
issued in excess  of funds on  deposit  totaling  $22,102.  Management  plans to
obtain  sufficient  working  capital from operations by continuing its marketing
efforts using  regional  sales  representatives  to attract new customers and by
obtaining external  financing to meet the Company's  liabilities and commitments
as they become payable over the next twelve months.  Management may also attempt
to convert some of its  liabilities  into equity,  as it has done during the six
months ended December 31, 2001.  There can be no assurance that management plans
will be successful.  Failure to obtain sufficient working capital will cause the
Company to curtail operations.

Management has  implemented  cost controls,  while  aggressively  increasing its
selling efforts in an effort to achieve  positive cash flow. For the nine months
ended March 31, 2002, cash flows from financing activities (principally the sale
of shares) were equal to cash used in operating  and  investing  activities.  In
addition,  the Company has acquired its leading competitor in the United States,
primarily through the issuance of stock,  thereby increasing its market share in
the United States.  Accordingly,  if the Company can survive its current working
capital  deficiency,  management  believes that its prospects for the future are
promising.

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, 2001, 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 Reform


                                       16
<PAGE>

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.









                                       17
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES

         Not Applicable.

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 March 14, 2002, the registrant filed a
                  report on  Form 8-K dated  January 15, 2002,  disclosing under
                  Item 4, the change in its certifying accountant.  No financial
                  statements were required to be filed.


                                   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 17, 2002            By:      /S/ DAN COLLINS
                                  -------------------------------------------
                                    Dan Collins, President
                                    (Principal Financial and Accounting Officer)










                                       18