Amendment No. 1
                                       to
                                   FORM 10-QSB


                        SECURITY AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   (Mark One)

          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                 For the quarterly period ended March 31, 2000.


          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

 For the transition period from ______________________ to _____________________.

                        Commission file number: 000-28743

                           WORLDCAST INTERACTIVE, INC.

             (Exact name of registrant as specified in its charter)

                            FLORIDA                      65-06939498
                            -------                      -----------
                 State or other jurisdiction of       (I.R.S. Employer
                 incorporation or organization       Identification No.)


            20283 State Road 7, Suite 300, Boca Raton, Florida 33498
            --------------------=----------------------------- -----
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (561) 864-2316

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  [ ]     No  [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS


As of March 31, 2000, there were 21,746,440 shares of Common Stock, par value
$.001 per share outstanding.



<PAGE>


                           WORLDCAST INTERACTIVE, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS

                         MARCH 31, 2000 (UNAUDITED) AND
                                DECEMBER 31, 1999














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<PAGE>


                           WORLDCAST INTERACTIVE, INC.


                                      INDEX


Part I.           Financial Information


Item 1.           Financial Statements (unaudited)


Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations


Part II.          Other Information





                                       3


<PAGE>
<TABLE>
<CAPTION>


                           Consolidated Balance Sheets

                                   A S S E T S

                                                                 March 31, 2000   December 31, 1999
                                                                   (Unaudited)
                                                                   -----------    -----------------
<S>                                                               <C>                <C>
Current Assets:
   Cash and cash equivalents                                      $     1,230        $     1,017
   Accounts receivable, net                                                --              2,255
                                                                  -----------        -----------

         Total Current Assets                                           1,230              3,272

Property and Equipment, net                                            49,431             51,931

                                                                  -----------        -----------
         Total assets                                             $    50,661        $    55,203
                                                                  ===========        ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable and accrued expenses                          $ 1,003,664        $ 2,199,050
   Warranty liability                                                 447,000            447,000
   Due to 0fficers                                                     18,956            221,586
   Notes payable-related party                                             --
                                                                                         523,324
   Notes payable-STI                                                       --            150,347
   Bridge financing                                                        --
                                                                                         588,000
                                                                  -----------        -----------

         Total Current Liabilities                                  1,469,620          4,129,307
                                                                  -----------        -----------


Stockholders' Equity:
   Preferred stock,$.001 par value,5,000,000 authorized,
   None issued                                                             --                 --
   Common stock,$.001 par value, 100,000,000 authorized,
   21,746,440 and 9,481,195 shares issued and outstanding as of
   March 31,2000 and December 31,1999, respectively                    50,190             37,925
   Additional paid-in capital                                       7,821,437          4,603,214
   Notes receivable-officers                                       (1,808,560)        (1,808,560)
   Accumulated deficit                                             (7,482,026)        (6,906,683)
                                                                  -----------        -----------

         Total Stockholders' deficit                               (1,418,959)        (4,074,104)
                                                                  -----------        -----------

         Total liabilities and shareholders' deficit              $    50,661        $    55,203
                                                                  ===========        ===========

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.


                                       4



<PAGE>
<TABLE>
<CAPTION>

                           WORLDCAST INTERACTIVE, INC.

                      Consolidated Statements of Operations

                                                                            Three Months Ended
                                                                                March 31,
                                                                       -----------    -----------
                                                                          2000           1999
                                                                       (Unaudited)    (Unaudited)
<S>                                                                    <C>            <C>
Sales                                                                  $        --    $    37,297
Cost of goods sold                                                              --         53,862
                                                                       -----------    -----------

Gross margin                                                                    --        (16,565)
                                                                       -----------    -----------

Selling, general and administrative expenses                               357,775        561,756
                                                                       -----------    -----------
         Operating loss                                                    357,775       (578,321)
                                                                       -----------    -----------


Other Income (Expenses):
  Other, net                                                                    --             --
  Interest expense                                                        (217,568)       (40,250)
                                                                       -----------    -----------

                                                                          (217,568)       (40,250)
                                                                       -----------    -----------

         Net loss                                                      $  (575,343)   $  (618,571)
                                                                       ===========    ===========


Net loss per share of common Stock-Basic                               $     (0.06)   $     (0.14)
                                                                       ===========    ===========


Weighted average common shares Outstanding-Basic                         9,613,079      4,471,674
                                                                       ===========    ===========
</TABLE>

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

                                       5

<PAGE>
<TABLE>
<CAPTION>

                           WORLDCAST INTERACTIVE, INC.
                 Consolidated Statements of Stockholders' Equity




                                                            Additional      Notes                        Total
                                  Common         Stock        Paid-in     Receivable    Accumulated   Stockholders'
                                  Shares         Amount       Capital     Officer's       Deficit        Equity
                               -----------   -----------   -----------   ------------   ------------   -----------
<S>                              <C>         <C>           <C>           <C>            <C>            <C>
Balance at December 31, 1999     9,481,195   $    37,925   $ 4,603,214   $(1,808,560)   $(6,906,683)   $(4,074,104)

Net loss                                --            --            --            --       (575,343)      (575,343)
Conversion of debt&payables     12,265,245        12,265     3,218,223            --             --      3,230,488
                               -----------   -----------   -----------   -----------    -----------    -----------


Balance at March 31, 2000       21,746,440   $    50,190   $ 7,821,437   $(1,808,560)   $(7,482,026)   $(1,418,959)
                               ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>


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



                                       6

<PAGE>
<TABLE>
<CAPTION>


                             WORLDCAST INTERACTIVE,INC.
                          Consolidated Statements of Cash Flows


                                                                  Three Months Ended
                                                              ---------------------------
                                                                        March 31,
                                                                   2000          1999
                                                               (Unaudited)    (Unaudited)
                                                              ------------  -------------
<S>                                                           <C>             <C>
Cash Flows from Operating Activities:
   Net loss                                                   $(575,343)      $(618,571)
   Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:
     Depreciation                                                 2,500           6,350
     Common stock issued for services                           250,000         151,330
     Common stock issued for interest                           217,568              --
         Changes in assets and liabilities:
       Decrease (increase) in operating assets:
         Accounts receivable, net                                 2,255          (4,114)
         Inventory                                                   --          44,902
         Prepaid expenses & other current assets                     --         (48,601)

       Increase (decrease) in operating liabilities:
         Accounts payable and accrued expenses                  (51,567)         64,085
    Total adjustments                                           420,756         213,952
                                                              ---------       ---------

Net Cash (Used in) Operating Activities                        (154,587)       (404,619)
                                                              ---------       ---------

Cash Flows from Investing Activities:
   Acquisition of property and equipment                             --         (14,449)
                                                              ---------       ---------



                                       7


<PAGE>

                             WORLDCAST INTERACTIVE, INC.

                Consolidated Statements of Cash Flows (Continued)


                                                              Three Months Ended
                                                           -------------------------
                                                                     March 31,
                                                              2000         1999
                                                           (Unaudited)   (Unaudited)
                                                           -----------   -----------

Cash Flows from Financing Activities:
   Repayment of notes payable                               $       --   $  (25,801)
   Proceeds from sale of common stock                               --      431,569
   Proceeds from short term loan                               125,800           --
   Proceeds from stockholder loan                               29,000           --
                                                            ----------   ----------

Net Cash Provided by Financing Activities                      154,800      405,768
                                                            ----------   ----------

Increase (decrease)in Cash and Cash Equivalents                    213      (13,300)

Cash and Cash Equivalents - Beginning of Period                  1,017       25,574
                                                            ----------   ----------

Cash and Cash Equivalents - End of Period                   $    1,230   $   12,274
                                                            ==========   ==========

Supplemental Disclosure of Non-Cash Financing Activities:
   Issuance of common stock in connection with
   debt, acounts payable, accrued expenses and
   accrued payroll employees and officer's
   conversion of debt                                       $3,230,488
                                                            ----------

</TABLE>

                                       8



<PAGE>


                           WORLDCAST INTERACTIVE INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


GENERAL

         Amounts presented herein have generally been rounded in the nearest
thousand dollars and the related dollar and percentage fluctuations are
calculated on such rounding.

         This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains certain statements which are forwarded-looking
and the accuracy of which are based upon certain uncertainties in the Company's
future operations and results. For a discussion of important factors that could
cause the actual results to differ materially from those contained in such
forward-looking statements, see "Forward-Looking Statements" below.

         During the three months ended March 31,2000 the Company continued to
manage the Space Scanner warranty claims as it further negotiated with the
manufacturer, galaxis GmbH of Germany. The Company had agreed per the
non-binding memorandum of understanding, to provide assistance on accounting
reconciliation to galaxis in managing the Space Scanner warranty claims prior to
executing a binding settlement.

         Negotiations have continued with galaxis to resolve all warranty
claims. To date the Company has not resolved these warranty claims.

         Management has been evaluating new business opportunities for the
Company to enter the commercial market place for convergence integration of
voice, data, multimedia and fax.

         The Company has ended its relationship with Golden Sky Systems, Inc.
Discontinuing this relationship is consistent with the Company's present
business plan to pursue opportunities in the commercial market rather than
residential.

         The Company has met with data network and telecommunication
infrastructure providers such as Cisco Systems to discuss channel partner and
reseller agreements of their equipment and services. A Cisco Channel Partner is
a business which provides the necessary services and products to design, install
and maintain telephony and data networks of communications for businesses.
Partners must demonstrate their ability to perform these responsibilities. Cisco
Channel Partner is a Cisco Systems, Inc. reseller business program. Management
believes it possesses the necessary skills and experience to serve as a Cisco
Channel Partner. Financially, the Company will be required to purchase products
through Cisco Systems' distributors. Management believes revenues derived as a
Cisco Channel Partner will cover the Company's operational expenses. To date the
Company is proceeding to formalize a reseller agreement with Cisco Systems,
otherwise no other formal agreements have been entered into. These factors as
well as the very severe capital restraints which the Company continues to
operate under resulted in no sales during the quarter ending March 31, 2000. The

                                       9
<PAGE>
Company anticipates commencing its new business strategies and earning revenue
during the second quarter of 2000. However there is no assurance that any will
be realized.

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

Results of Operations


         Gross revenues decreased from $37,297 for the three months ended March
31, 1999 to no sales the three months ended March 31,2000, a decrease of $37,297
or 100%. A decline in sales for the three months ended March 31,2000 was
prompted by Managements decision to not rely on the sale of the Space Scanner
manufactured by galaxis and to direct resources into the convergence integration
in the commercial market. The Company was in discussions with Cisco to become a
channel partner to resell their network products and services into the
commercial market.

         Cost of operations for the three months ended March 31,2000 decreased
by $203,981 from $561,756 for the three months ended March 31,1999 to $357,775,
a decrease of approximately 36 %. The reduction in operation costs is due to the
reduction in staff, from 10 employees to 4 employees, and the relocation to a
lower cost facility.

         Other income (expense) consisted of one component, interest expense as
follows:

         Interest expense accrued on loans to financing companies and investors
which increased by $177,318 to $217,568 in March 31,2000 from $40,250 in March
31,1999, or 441%. The increase is due primarily to the average outstanding
balance of debt during the related periods.

         The net income ( loss ) for the period ended March 31,2000 was
($575,343) as compared to ($618,571) at March 31,1999,a decrease of $42,228 or
approximately 6.8%.

Liquidity and Capital Resources


         Due to the severe capital restraints, the Company operates with 4
executive personnel whose compensation was accrued and subsequently converted
into equity.

         Through March 31,2000, the Company completed several agreements with
debt holders, executive management and former employees which converted
liabilities totaling $2,454,824.00 into 10,541,547 shares of the Company's
stock at an average price of $.23 per share. An additional $775,664.00 in
liabilities were subsequently converted to 1,723,698 shares of the Company's
stock as of April 7, 2000. These transactions were made in reliance of the
exemption from registration provided by Section 4(2) of the Securities Act.

         The Company raised a total of approximately $153,000 to fund
operations. The capital was obtained from a private investor ($124,000) and a
related party ($29,000). On March 15, 2000, these investments were converted at

                                       10

<PAGE>

$.1875 per share in reliance of the exemption from registration provided by
Section 4(2) of the Securities Act. The conversion equated to 661,333 shares of
common stock for the $124,000.00 loan and 154,667 shares of common stock for the
$29,000.00

William Tessaro, the Company's Chief Technical Officer loaned the Company an
aggregate of $171,204 in 1998. Mr. Tessaro has converted the outstanding amount
of the loan including interest ($208,000.00) into 1,264,000 shares of the
Company's common stock. This conversion was made in reliance of the exemption
provided by Section 4(2) of the Securities Act.

Federal Payroll Taxes

As of March 31, 2000 the Company had a federal payroll tax deficiency of
$55,650. No penalties have been assessed, nor has any action been taken.

Forward Looking Statements

         The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operation contains various "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act, which represent the Company's expectations or beliefs concerning
future events, including without limitation the following: changes in the
Company's sales, costs, expenses and other financial information; changes or
adjustments in the Company's downsizing plan, including without limitation the
reduction of the Company's workforce and the potential growth opportunities
through sale, installation and service of other third party products; the
Company's ability to secure additional line of credits and other sources of
financing, as well as other sources, if necessary for the Company to do so; and
the sufficiency of the Company's cash provided by some of its stockholders to
move ahead the Company toward realization of revenue provided by operation,
investing and financing activities for the Company's future liquidity and
capital resource needs.

         The Company cautions that these statements are further qualified by
important factors that could cause actual to differ materially from those
contained in the forward-looking statements, including without limitation the
following; general economic conditions; specific economic conditions relating to
convergence technologies, the demand for Company's products and services; the
size and timing of the future sales and new contracts; specific features
requests by customers; production delays or manufacturing inefficiencies;
management decisions to commence or discontinue service or product lines; the
Company's ability to introduce or sell new products on a cost-effective and
timely basis; the amount of timing of research and development expenditures when
and where applicable; the maintenance of present and the availability of future
strategic alliances and joint marketing or service agreements; the introduction
of new products and product enhancements by the Company or its competitors; the
budgeting cycle of customers; the adaptation of technologies by the customers;
changes in the proportion of the revenue attributable to new and existing
products and services and maintenance and support services; changes in the level
of operating expenses; and the present and future level of competition in the
industry. As a result of these and other important factors, the results actually
achieved may differ materially from expected results included in these
statements.

                                       11
<PAGE>

Part II: Other Information


ITEM 1:  Legal Proceedings

         WorldCast and certain of its officers are named defendants in an action
         brought by Charter Memories, Inc. on May 4, 1999 in the United States
         District Court, Central District of California, for damages totaling
         approximately $96,000, for alleged misrepresentation concerning the
         qualities and characteristics of Space Scanner Receiver and Antenna
         equipment purchased by Charter Memories. WorldCast is presently
         conducting discussions regarding settlement of this case.


ITEM 2:  Changes in Securities and Use of Proceeds
         None


ITEM 3:  Defaults upon Senior Securities
         None


ITEM 4:  Submission of Matters to a Vote of Securities Holders
         None


ITEM 5:  Other Information




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<PAGE>


                              WORLDCAST INTERACTIVE



ITEM 6  -  Exhibits and Reports on Form 8-K

(a)      Exhibits required by Item 601 of Regulation S-B

         27.1     Financial Data Schedule

(b)      Reports on Form 8-K

         None









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<PAGE>




                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned as a duly authorized officer as the chief financial officer of the
Registrant.

                              WORDLCAST INTERACTIVE, INC.




                              By: /s/ Ahmad Moradi
                              --------------------
                              Ahmad Moradi, Chairman of the Board
                              and Chief Executive Officer




                              By: Robert S. Kelner
                              Robert S. Kelner, Chief Operating Officer,
                              Chief Financial Officer
                              (authorized Officer and Chief Accounting Officer)


DATED:  June 26, 2000



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