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:  SEPTEMBER 30, 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.)



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

                                 (250) 860-6476
                           (Issuer's telephone number)


       #100 - 1295 STEVENS ROAD, KELOWNA, BRITISH COLUMBIA, CANADA V1Z 2S9
              (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
                               SEPTEMBER 30, 2001

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




<PAGE>









                      Consolidated Financial Statements of

                          Columbus Networks Corporation

                        (A Development Stage Enterprise)

                      Three months ended September 30, 2001

                                   (Unaudited)








                                       2


<PAGE>


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

September 30, 2001 and June 30, 2001

$ United States
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                      September 30,       June 30,
                                                                                           2001               2001
                                                                                        (Unaudited)
<S>                                                                                    <C>               <C>
ASSETS
Current assets
    Cash                                                                               $     1,303       $         -
    Accounts receivable                                                                     52,991            92,412
    Receivable from directors                                                               11,593            20,131
    Prepaid expenses and deposits                                                          112,288            15,378
                                                                                       ------------      ------------
                                                                                           178,175           127,921

Fixed assets                                                                               103,592           112,952

Website development                                                                         22,945            25,797
                                                                                       ------------      ------------
                                                                                       $   304,712       $   266,670
                                                                                       ============      ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
    Cheques issued in excess of funds on deposit                                       $         -       $     7,084
    Accounts payable and accrued liabilities                                               260,124           254,794
    Unearned revenue                                                                       135,803           153,969
    Debt                                                                                    60,350            80,165
    Loans payable                                                                                -            77,939
    Convertible promissory notes                                                           176,269           183,778
                                                                                       ------------      ------------
                                                                                           632,546           757,729
Stockholders' deficiency
    Capital stock
       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, 2001 - 20,859,323)                             20,859            20,859
    Additional paid-in capital                                                             640,187           641,033
    Subscription for shares                                                                741,401           250,000
    Deficit accumulated during the development stage                                    (1,734,758)       (1,407,428)
    Accumulated other comprehensive income:
      Cumulative translation adjustment                                                      4,477             4,477
                                                                                       ------------      ------------
                                                                                          (327,834)         (491,059)
Subsequent events (note 4)
                                                                                       ------------      ------------
                                                                                       $   304,712       $   266,670
                                                                                       ============      ============
</TABLE>




                                       3


<PAGE>


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

Three months ended September 30, 2001 and 2000 and period from
inception (March 3, 1999) to September 30, 2001
(Unaudited)

$ United States
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            From Inception                  Three Months Ended
                                                           (March 3, 1999)                     September 30,
                                                          to September 30,       ------------------------------------
                                                                   2001               2001                    2000
<S>                                                           <C>                <C>                     <C>
Fee revenue                                                   $   186,285        $    30,750             $    28,066
Interest and other income                                           2,352                  -                     175
                                                              ------------       ------------            ------------
                                                                  188,637             30,750                  28,241
Expenses
     Advertising and promotion                                     57,539              1,513                   3,875
     Amortization - fixed assets                                   43,415              9,360                   4,503
     Amortization - website development                            33,934              2,852                   1,239
     Automotive                                                    57,273                736                   7,325
     Bank charges                                                   4,914              1,712                     433
     Consulting                                                   179,535             92,477                   5,667
     Conferences                                                   79,485              6,350                   6,112
     Exchange gain                                                (10,236)            (8,523)                      -
     Inducement fee                                                18,996                  -                       -
     Insurance                                                      1,360                136                      36
     Interest                                                      29,500                  -                       -
     Internet fees                                                 50,037              5,300                   5,437
     Licences, fees and dues                                        4,318                  -                      71
     Loss on settlement of liabilities (note 3(b))                 12,874             12,874                       -
     Office                                                       105,486              6,389                   3,877
     Professional fees                                            191,538             13,999                  12,911
     Rent                                                          59,688             14,943                   6,339
     Repairs and maintenance                                        6,832                611                   1,751
     Telephone                                                     35,167              4,570                   2,356
     Training                                                       1,060                 38                       -
     Travel                                                        93,990              8,448                   4,086
     Wages and benefits                                           864,132            184,295                  76,213
     Website development                                            2,558                  -                       -
                                                              ------------       ------------            ------------
                                                                1,923,395            358,080                 142,231
                                                              ------------       ------------            ------------
Loss                                                          $(1,734,758)       $  (327,330)            $  (113,990)
                                                              ============       ============            ============
Weighted average number of shares, basic and diluted           10,565,115         20,859,323              10,896,150

Loss per share, basic and diluted                             $     (0.16)       $     (0.02)            $     (0.01)
                                                              ============       ============            ============
</TABLE>


                                       4


<PAGE>


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

For the period from inception March 3, 1999 to September 30, 2001
(Unaudited)

$ United States
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                            Deficit
                                        Capital stock                                   Accumulated    Accumulated
                                                           Additional                    During the          Other            Total
                                        Common shares         Paid-in   Subscription    Development  Comprehensive    Stockholders'
                                       Number     Amount      Capital     for shares          Stage         Income     (Deficiency)
                                   ----------    -------   ----------     ----------   ------------         ------     ------------
<S>                                <C>           <C>       <C>            <C>          <C>                  <C>        <C>
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)
                                   ----------    -------   ----------     ----------   ------------         ------     ------------
                                   10,556,773     10,557     282,621          1,689              -               -         294,867
Comprehensive loss:
  Loss                                      -          -           -              -       (241,191)              -        (241,191)
  Foreign currency
    translation adjustment                  -          -           -              -              -           2,036           2,036
                                   ----------    -------   ----------     ----------   ------------         ------     ------------
                                                                                                                          (239,155)
                                   ----------    -------   ----------     ----------   ------------         ------     ------------
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
Share issue costs                           -          -    (404,507)             -              -              -         (404,507)
Shares held by Golden River
  shareholders prior to
  recapitalization transaction      5,903,848      5,904     176,152              -              -              -          182,056
Subscription 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
                                   ----------    -------   ----------     ----------   ------------         ------     ------------
                                   20,859,323     20,859     641,033        250,000       (241,191)          2,036         672,737
Comprehensive loss:
 Loss                                       -          -           -              -     (1,166,237)              -      (1,166,237)
 Foreign currency translation
    adjustment                              -          -           -              -              -           2,441           2,441
                                   ----------    -------   ----------     ----------   ------------         ------     ------------
                                                                                                                        (1,163,796)
                                   ----------    -------   ----------     ----------   ------------         ------     ------------
Balance, June 30, 2001             20,859,323     20,859     641,033        250,000     (1,407,428)          4,477        (491,059)

Share issue costs                           -          -        (846)             -              -               -            (846)
Subscription for units and
  common shares   (note 3)                  -          -           -        491,401              -               -         491,401
                                   ----------    -------   ----------     ----------   ------------         ------     ------------
                                   20,859,323     20,859     640,187        741,401     (1,407,428)          4,477            (504)
Comprehensive loss:
 Loss                                       -          -           -              -       (327,330)              -        (327,330)
                                   ----------    -------   ----------     ----------   ------------         ------     ------------
                                                                                                                          (327,330)
                                   ----------    -------   ----------     ----------   ------------         ------     ------------
Balance, September
  30, 2001                         20,859,323    $20,859   $ 640,187      $ 741,401    $(1,734,758)         $4,477     $  (327,834)
                                   ==========    =======   ==========     ==========   ============         ======     =============
</TABLE>




                                       5


<PAGE>


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

Three months ended September 30, 2001 and 2000 and period from
inception (March 3, 1999) to September 30, 2001
(Unaudited)

$ United States
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            From Inception                  Three Months Ended
                                                           (March 3, 1999)                     September 30,
                                                          to September 30,       ------------------------------------
                                                                   2001               2001                    2000
<S>                                                           <C>                <C>                     <C>

Loss                                                          $(1,734,758)       $  (327,330)            $  (113,990)
Non-cash items:
     Amortization                                                  77,348             12,212                   5,742
     Loss on settlement of liabilities                             12,874             12,874                       -
     Warrants issued as discount on loans payable                  29,500                  -                       -
Accounts receivable                                               (52,991)            39,421                 (61,238)
Prepaid expenses and deposits                                     (59,092)           (96,910)                  2,406
Accounts payable and accrued liabilities                          134,043              9,954                  15,336
Unearned revenue                                                  135,803            (18,166)                102,644
                                                              ------------       ------------            ------------
                                                               (1,457,273)          (367,945)                (49,100)
Financing activities:
     Increase (decrease) in payable to directors                        -                  -                    (825)
     Issuance of common shares, net of share issue costs          301,269               (846)                 84,145
     Subscriptions for shares                                     758,807            427,873                       -
     Increase in debt                                              19,815                  -                       -
     (Repayment) increase in loans payable                         26,215            (51,724)                      -
     (Repayment) issuance of convertible promissory notes         176,269             (7,509)                      -
     Partners' draws                                                    -                  -                       -
     Cheques issued in excess of funds on deposit                       -             (7,084)                      -
                                                              ------------       ------------            ------------
                                                                1,282,375            360,710                  83,320
Investing activities:
     Business combination                                         362,632                  -                       -
     Decrease (increase) in receivable from directors             (11,593)             8,538                 (18,758)
     Purchase of fixed assets                                    (139,257)                 -                  (8,791)
     Website development costs capitalized                        (40,058)                 -                 (13,035)
                                                              ------------       ------------            ------------
                                                                  171,724              8,538                 (40,584)

Effect of change in exchange rates on cash balances                 4,477                  -                     651
                                                              ------------       ------------            ------------
Increase (decrease) in cash                                         1,303              1,303                  (5,713)

Cash, beginning of period                                               -                  -                  31,986
                                                              ------------       ------------            ------------
Cash, end of period                                           $     1,303        $     1,303             $    26,273
                                                              ============       ============            ============

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

Non-cash financing and investing activities:
    Common shares issued for fixed assets                               2                  -                       -
    Common shares issued for website                               16,821                  -                  16,821
    Common shares issued for share subscriptions                    1,689                  -                   1,689
    Common shares issued for recapitalization services             50,464                  -                       -
    Common shares issued for services                             352,784                  -                       -
    Common shares issued for business combination                (180,576)                 -                       -
    Warrants issued as discount on loans payable                   29,500                  -                       -
    Warrants issued to share subscribers                           44,400                  -                       -
    Subscription for units and shares on settlement of
      liabilities                                                  63,528             63,528                       -
    Loans payable forgiven by lender                                9,702              9,702                       -

</TABLE>




                                       6


<PAGE>


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

Three months ended September 30, 2001
(Unaudited)

$ United States
--------------------------------------------------------------------------------

1.     NATURE OF OPERATIONS:

       Columbus  Networks  Corporation  ("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   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.

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 commitments in the normal course of business. As at
             September 30, 2001, the Company had a working capital deficiency of
             $454,371, a deficit of $1,734,758 and has suffered recurring losses
             from  operations.  The  application of the going concern concept is
             dependent on the Company's  ability to generate  future  profitable
             operations  and  receive  continued   financial  support  from  its
             shareholders  and other  investors.  These  consolidated  financial
             statements do not give effect to any adjustments should the Company
             be  unable  to  continue  as a going  concern  and,  therefore,  be
             required to realize its assets and  discharge  its  liabilities  in
             other than the normal  course of business and at amounts  differing
             from those  reflected  in the  consolidated  financial  statements.
             Management  plans to pursue  debt and equity  financing  to support
             operations until the renewal period for educationcanada.com and the
             commencement   of  billing   subscribers  of   educationamerica.net
             anticipated  to occur  during  the second  quarter of fiscal  2002.
             Management  believes  these  plans will be  sufficient  to meet the
             Company's  liabilities  and commitments as they become payable over
             the next twelve months. There can be no assurance that management's
             plans  will be  successful.  Failure to obtain  sufficient  working
             capital  from  operations  and  external  financing  will cause the
             Company to curtail operations.

       (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.

             The financial  information  presented as at September 30, 2001, for
             the three  months  ended  September  30,  2001 and 2000 and for the
             period  from  inception  (March 3, 1999) to  September  30, 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.  These  unaudited  interim  consolidated
             financial  statements should be read in conjunction with the annual
             consolidated  financial statements for the year ended June 30, 2001
             filed under Form 10-KSB.


                                      7


<PAGE>


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

Three months ended September 30, 2001
(Unaudited)

$ United States
--------------------------------------------------------------------------------

3.     SUBSCRIPTIONS FOR COMMON SHARES:

       a)  During  the three  months  ended  September  30,  2001,  the  Company
           received:

           i)   $200,000 for the sale of 1,000,000 units at $0.20 per unit. Each
                unit  consists of one share of common stock and one common share
                purchase  warrant.  Each warrant entitles the holder to purchase
                one  share of  common  stock at a price of $0.25 per share for a
                period of two years from date of issuance.

           ii)  In conjunction with a new premise lease  agreement,  the Company
                received cash in the amount of $227,873 for  1,380,000  units at
                $0.17 per unit.  Each unit consists of one share of common stock
                and one common share purchase warrant. Each warrant entitles the
                holder to purchase one share of common stock at a price of $0.25
                per share for a period of two years from 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.

       b)  During  the three  months  ended  September  30,  2001,  the  Company
           converted:

           i)   $16,513 of the loans  payable  into  subscriptions  for  100,000
                units.  Each unit  consists of one share of common stock and one
                common share purchase warrant.  Each warrant entitles the holder
                to  purchase  one share of common  stock at a price of $0.25 per
                share for a period of one year from date of issuance.

           ii)  $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.

           iii) $19,815 of the debt into  subscriptions  for 120,000 units. Each
                unit  consists of one share of common stock and one common share
                purchase  warrant.  50,000  and  the  remaining  70,000  of  the
                warrants  entitle  the  holder to  purchase  one share of common
                stock at prices of $0.17 and $0.25  respectively per share for a
                period of two years from date of issuance.

           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 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.

           The above loss on settlement has been  partially  offset by $9,702 of
           loans payable that was forgiven by the lender.

4.     SUBSEQUENT EVENTS:

       Subsequent to September 30, 2001;

       (a) The Company  entered  into a purchase  agreement to acquire a website
           and domain name in exchange for 250,000  common shares of the Company
           with a value of $12,500; and

       (b) A shareholder  voluntarily returned 400,000 common shares to treasury
           for no consideration. The shares were originally issued for brokerage
           services related to the business  combination during fiscal 2001. The
           effect of  recording  the  return of these  shares  will  result in a
           decrease with an offsetting increase of $47,038 of additional paid-in
           capital as the shares were originally recorded as a share issue cost.



                                       8


<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 much greater  during the three months ended
September  30, 2001 as  compared to the same period in the prior year  primarily
due to the aggressive marketing campaign during Fiscal 2001.

During the past three months,  the Company has continued to focus its efforts on
developing  and  marketing  its  electronic   recruitment   websites   including
educationcanada.com,  educationamerica.net and globalesl.net. 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.

During the three months ended September 30, 2001, the Company incurred a loss of
$327,330  due  primarily  to  aggressive  marketing  activities  and the cost of
servicing  the existing  customer  base.  The marketing  activities  resulted in
increases in wages and benefits ($184,295),  consulting  ($92,477),  conferences
($6,350)   and  travel   ($8,448).   During  the  same  period  in  fiscal  2001
significantly  less activity occurred as the aggressive  marketing  campaign was
just getting underway.

Advertising  & Promotion has decreased by 61% in fiscal 2002 over fiscal 2001 as
the Company  focused its  marketing  efforts on regional  sales  representatives
rather than direct  advertising.  Automotive  has  decreased  by $6,589 (90%) in
fiscal 2002 over fiscal  2001 as the  Company  reduced the amount of  automobile
travel  necessary for its operations.  Consulting has increased  dramatically by
$86,810  (1532%) in fiscal 2002 over fiscal 2001 as the Company carried out more
aggressive  marketing  by  making  use of  regional  sales  representatives  and
investor  relations  activities in 2001.  Amortization  expense has increased by
$4,857  (100%) in 2002 over 2001 as the Company  acquired  more fixed assets and
capitalized website development during 2001. Office, rent and wages and benefits
have increased  significantly in fiscal 2002 over fiscal 2001 as the Company had
more  employees  and rented more space than for the same period during the prior
year.  Wages and benefits have increased by $108,082  (142%) in fiscal 2002 over
fiscal 2001 due to hiring a number of customer representatives in 2001.

Fee revenue of $30,750 was earned in the three months ended  September  30, 2001
and a further  $135,803 of unearned  revenue will be  recognized as revenue over
the next  twelve  months  ended  September  30,  2002.  Fee revenue has risen to
$30,750 in the three  months ended  September  30, 2001 from $28,066 in the same
period ended  September  30, 2000  primarily  due to expanding the customer base
with  aggressive  marketing  and due to the expiry of the free trial  period for
many customers.

The Company also incurred a loss on settlement  of  liabilities  of $22,576 as a
result of settling  $40,952 of  liabilities  by issuing  common stock and common
stock purchase warrants.  This loss on settlement was partially offset by a gain
of settlement of $9,702 of loans payable that was forgiven by the lender.

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
beginning in July, 2001.  Varying  discounts are being offered for early payment
to generate cash flow to meet working capital needs.


                                       9


<PAGE>


At September 30, 2001 the Company had a working  capital  deficiency of $454,371
as compared to a working  capital  deficiency of $629,808 at June 30, 2001.  The
reduced  deficiency is due  primarily to the cash received for the  subscription
for shares of $427,873 during the period.

PLAN OF OPERATION

Of the current  liabilities at September 30, 2001, $260,124 represents trade and
other  obligations  and $60,350  represents debt that does not have a fixed date
for  repayment.  The unearned  revenue of $135,803  represents  membership  fees
received  that pertain to various  periods from October 1, 2001 to September 30,
2002.

At September 30, 2001 the Company had almost no cash on hand.  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.  There can be no assurance
that management plans will be successful.  Failure to obtain sufficient  working
capital will cause the Company to curtail operations.

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   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.




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<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.           CHANGES IN SECURITIES

         During the quarter ended  September 30, 2001, the  registrant  received
         $427,873 for subscriptions for 2,380,000 units, each unit consisting of
         one share of common stock and one common share purchase  warrant.  Each
         common share purchase warrant entitles the holder to purchase one share
         of  common  stock at a price of $0.50  per share for a period of 1 or 2
         years from the date of issuance.

         The registrants  relied upon the exemption from registration  contained
         in Section 4(2) of the  Securities Act of 1933.  The  subscribers  were
         deemed  to be  sophisticated  with  respect  to the  investment  in the
         securities  due to their  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:  None.


                                   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:  December 17, 2001            By: /s/ BRENT SHANNON
                                       ----------------------------------------
                                      Brent Shannon, Vice President, Chief
                                      Financial Officer, Corporate Secretary and
                                      Treasurer (Principal Financial and
                                      Accounting Officer)




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