UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB
                                   -----------

     (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, 2001

                                       OR

         ( )    TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE
                SECURITIES  EXCHANGE  ACT  OF  1934
                For the transition period from               to
                                               -------------     -------------

Commission  File  Number:  0-28847

                             WTAA INTERNATIONAL, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

                 Florida                              65-0260846
        -------------------------------        -------------------------
        (State or other jurisdiction of        (I.R.S. Empl. Ident. No.)
                         incorporation or organization)

       1027 South Rainbow Boulevard, Unit 391,  Las Vegas, Nevada,  89145
       ------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (702) 341-6622
                                 --------------
                           (Issuer's telephone number)

       Securities registered under Section 12(b) of the Exchange Act: NONE
         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                                (Title of Class)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90 days. YES [ ] NO [X]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date. As of May 9, 2001 the registrant had
issued  and  outstanding  1,518,524  shares  of  common  stock.

Transitional  Small  Business  Disclosure  Format  (check  one);  YES ( ) NO (X)


<PAGE>
<TABLE>
<CAPTION>
                                  PART I - FINANCIAL INFORMATION


Item 1. Financial Statements.

INDEX TO FINANCIAL STATEMENTS

                                                                                      Page Number
<S>                                                                                   <C>

Table of Contents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1

Condensed Consolidated Balance Sheets at March 31 2001 (Unaudited) and December 31,
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2

Condensed Consolidated Statements of Operations for the Three Months
Ended March 31 2001 and March 31, 2000 (Unaudited) . . . . . . . . . . . . . . . . .       3

Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31 2001 and March 31, 2000 (Unaudited). . . . . . . . . . . . . .       4

Notes to Unaudited Condensed Consolidated Financial Statements . . . . . . . . . . .       6
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                 WTAA International, Inc.
                                 CONDENSED BALANCE SHEETS

                                          ASSETS


                                                              March 31,     December 31,
                                                                 2001           2000
                                                             (unaudited)
                                                             ------------  --------------
<S>                                                          <C>           <C>
CURRENT ASSETS
  Cash                                                       $   411,755   $     202,699
  Accounts receivable - trade                                        118             118
  Inventory                                                       21,404          21,404
  Note receivable- current portion                               117,647               -
  Prepaid royalty and license fees                                79,148         103,753
  Prepaid expenses and other current assets                       50,450          38,958
                                                             ------------  --------------

      Total current assets                                       680,522         366,932

NOTE RECEIVABLE, net of current portion                          382,353               -

ACQUISITION ADVANCES AND DEPOSITS                                281,000         250,000
                                                             ------------  --------------

      Total assets                                           $ 1,343,875   $     616,932
                                                             ============  ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                           $    83,446   $     121,884
  Royalty and license fees payable                               215,000         240,000
  Note payable                                                   600,000               -
  Related party demand note payable                                1,350           1,350
                                                             ------------  --------------

      Total current liabilities                                  899,796         363,234

STOCKHOLDERS' EQUITY
  Preferred stock                                                  3,000           3,000
  Common stock - $.001 par value; 3,333,333 shares authorized      1,312             918
  Common stock subscribed                                        670,000         630,194
  Additional paid-in capital                                   2,025,085       1,725,285
  Accumulated deficit                                         (2,255,318)     (2,105,699)
                                                             ------------  --------------

      Total stockholders' equity                                 444,079         253,698
                                                             ------------  --------------

      Total liabilities and stockholders' equity             $ 1,343,875   $     616,932
                                                             ============  ==============
</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  statements.


<PAGE>
<TABLE>
<CAPTION>
                            WTAA International, Inc.
                       CONDENSED STATEMENTS OF OPERATIONS

                                   (unaudited)

                                          For the three months ended
                                            March 31,    March 31,
                                              2001         2000
                                           -----------  -----------
<S>                                        <C>          <C>
REVENUES                                   $        -   $   34,281

COST OF GOODS SOLD                                  -       45,033
                                           -----------  -----------

GROSS LOSS ON SALES                                 -      (10,752)

OPERATING EXPENSES
  Royalty and license fees                     24,605       39,911
  General and administrative expenses         123,893      138,288
                                           -----------  -----------

     Total operating expenses                 148,498      178,199
                                           -----------  -----------

OPERATING LOSS                               (148,498)    (188,951)

OTHER (INCOME) EXPENSES
  Interest                                      4,455       27,077
  Other, net                                   (3,333)      11,350
                                           -----------  -----------

     Total other expenses                       1,121       38,427
                                           -----------  -----------

NET LOSS                                   $ (149,619)  $ (227,378)
                                           ===========  ===========

LOSS PER COMMON SHARE - BASIC AND DILUTED  $    (0.07)  $    (0.33)
                                           ===========  ===========
</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  statements.


<PAGE>
<TABLE>
<CAPTION>
                                WTAA International, Inc.
                           CONDENSED STATEMENTS OF CASH FLOWS
                                       (unaudited)

                                                              For the three months ended,
                                                                March 31,    March 31,
                                                                  2001         2000
                                                               -----------  -----------
<S>                                                            <C>          <C>
Increase (Decrease) in Cash
Cash flows from operating activities
   Net loss                                                    $ (149,619)  $ (227,378)
   Adjustments to reconcile net loss to
     net cash used in operating activities
     Inventory write off                                                -      (11,350)
     Amortization of beneficial conversion feature                      -       19,633
     Changes in assets and liabilities
       Accounts receivable                                              -      (14,031)
       Inventories                                                      -       21,208
       Prepaid expenses and other current assets                  (11,492)       2,895
       Prepaid royalties                                           24,605      (90,089)
       Accounts and related party payables                        (38,438)      94,723
       Royalty and license fees payable                           (25,000)           -
                                                               -----------  -----------

         Net cash used in operating activities                   (199,944)    (204,389)
Cash flows from investing activities
   Note receivable                                               (500,000)           -
   Acquisition deposits                                           (31,000)           -
                                                               -----------  -----------

         Net cash used in investing activities                   (531,000)           -
Cash flows from financing activities
   Proceeds from short-term obligations                           600,000            -
   Proceeds from long-term obligations                                  -      180,000
   Bank overdraft                                                       -        2,581
   Proceeds from sale of common stock and stock subscriptions     340,000            -
                                                               -----------  -----------

         Net cash provided by financing activities                940,000      182,581
                                                               -----------  -----------

Net increase in cash and cash equivalents                         209,056      (21,808)

Cash and cash equivalents at the beginning of the period          202,699       21,808
                                                               -----------  -----------

Cash and cash equivalents at the end of the period             $  411,755   $        -
                                                               ===========  ===========
Noncash disclosures:
   Cash paid for interest                                      $    4,455   $    7,444
                                                               ===========  ===========
</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  statements.


<PAGE>
                            WTAA International, Inc.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS



NOTE  1  -  FINANCIAL  STATEMENTS

The  unaudited  condensed  financial statements of WTAA International, Inc. (the
Company) have been prepared by the Company pursuant to the rules and regulations
of  the  Securities  and  Exchange Commission.  Certain information and footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  accounting  principles  generally accepted in the United States of America
have  been  condensed  or  omitted  pursuant to such rules and regulations.  The
results  of operations for interim periods are not necessarily indicative of the
results to be expected for the entire fiscal year ending December 31, 2001.  The
accompanying  unaudited  condensed financial statements and related notes should
be read in conjunction with the audited financial statements and the Form 10-KSB
of  the  Company,  filed  on  May  2,  2001.


NOTE  2  -  NET  LOSS  PER  SHARE

Basic  loss  per  share  is  based  on  the  weighted  average  number of shares
outstanding  during each quarter.  The weighted average shares for computing the
Company's  basic  loss per share were 2,014,554 and 688,632 for the three months
ended  March  31,  2001  and 2000, respectively.  Diluted loss per share for all
periods presented equaled basic loss per share due to the antidilutive effect of
potentially  dilutive securities.  As of March 31, 2001 and 2000 the Company had
756,051  and  284,096 respectively, of potentially dilutive shares that were not
included  in  loss  per  share  computations  due  to their antidilutive effect.


NOTE  3  -  MANAGEMENT  PLANS

The  Company is devoting substantially all of it present efforts to reorganizing
the  business  and  pursuing  strategic opportunities in order to recommence its
operations.  The Company has incurred recurring losses from operations and has a
total accumulated stockholders' deficit of $2,255,318 as of March 31, 2001.  The
continued  operation  of  the  Company  will require a commitment of substantial
cash.

However,  the rate at which the Company expends it resources is variable, may be
accelerated,  and  will  depend on many factors.  The Company will need to raise
substantial  additional  capital  to  fund  its  operations  and  may  seek such
additional  funds through public or private equity or debt financing.  There can
be  no  assurance  that  such additional funding will be available on acceptable
terms,  if  at  all.  The  Company's  continued  existence as a going concern is
ultimately  dependent  upon  its  ability  to  secure additional funding for the
success  of  its  future  operations.

The  Company  has  plans  to  raise  between  $400,000 and $1,200,000 by private
placement  by  May  2001  from  identified  supportive  shareholders,  of  which
approximately  $836,000  has already been raised. These funds are intended to be
used  to  fund  day-to-day operations, including a marketing program so that the
Company  can  pursue  its  business  plan.  The  Company  has no lines of credit
available to it at this time. There is no assurance that additional capital will
be  available  to  the  Company  when  or  if  required.


<PAGE>
Although  the Company expects to have continued losses in the first two quarters
of  fiscal  year  2001,  management  believes  that  the losses will continue to
decrease,  as  less  funds are expected to be used for overheads, and more funds
expected  to  be  used for marketing and business development.  In addition, the
contemplated acquisitions of the bottling companies (see note 6) are expected to
allow  the Company to decrease its future operating expenses through gaining the
economies  of  scale.


NOTE  4  -  EQUITY  TRANSACTIONS

On  February  22,  2001, the Company authorized a 15:1 reverse stock split.  All
references  to  number  of  shares  and  per  share  price have been adjusted to
retroactively  reflect  the  effect  of  this  split.

As  of March 31, 2001, the Company sold 3,400,000 shares of the Company's common
stock  for  total  consideration  of  $340,000  through  a  private  placement.

Subsequent  to  March  31,  2001,  the  Company has sold 8,360,000 shares of the
Company's  common  stock  for  total  consideration  of $836,000 through private
placements.


NOTE  5  -  NOTE  PAYABLE

On  February 1, 2001, the Company entered into a note payable with a third party
to  borrow  $600,000 for working capital needs and to advance $500,000 under the
acquisition  agreements discussed in note 6.  This note bears no interest and is
due  on  June  30,2001.  The  note  was  subsequently  repaid  in  April  2001.


NOTE  6  -  DEPOSIT  ON  INVESTMENT

On  October  19,  2000,  the  Company  signed  letters  of intent to acquire two
bottling  companies  and  invest  in  a  third  bottling  company,  for  total
consideration  of  $4,680,000.  All three companies are controlled by one of the
Company's  former  directors.

On  January  1,  2001,  the  Company paid $31,000 to extend its right to acquire
equity  interests  in  the  three  bottling companies.  On February 9, 2001, the
Company advanced $500,000 as required under the original letters of intent.  The
advances  bear  interest  at  8%  and  requires  monthly repayments of interest,
commencing  on  March  9, 2001, and principal, commencing on May 9, 2001.  These
advances  are  secured  by  a lien on machinery acquired with the aforementioned
advances.

The  Company  also  undertook a due diligence process on the target companies in
late  February  2001,  which  indicated  that the financial performance of those
companies  was  below  what was previously expected. Accordingly, management has
been  negotiating  to  restructure the acquisitions, including a deferral of the
closing  dates.  Management  believes  that  the  deposit  on investment and the
advance  are  fully  recoverable.


<PAGE>
NOTE  7  -  CONTENGENCIES

The  Company  is  involved in a legal proceeding with Starbase-1 Coffee Company,
Ltd.  (Starbase).  The  Company  and  Starbase are both asserting nonperformance
related  to a manufacturing and marketing agreement entered into by both parties
in  June  1999.  This  proceeding  is  scheduled  for  trial  in  June  2001.

The  Company  also  became  involved  in  another legal proceeding with a former
employee  who  is  asserting  the  Company  breached  his  employment agreement.

In  the  opinion of management, based upon advice of legal counsel, the ultimate
outcomes  of  the  foregoing  proceedings will not have a material impact on the
Company's  financial  statements.


<PAGE>
ITEM  2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS

The  following discussion should be read together with the information contained
in  the  Consolidated  Financial  Statements  and  related Notes included in the
annual  report.

Overview

Results  of  Operations

Sales  for the three months ended March 31, 2001 and March 31, 2000 were $ 0 and
$34,281, respectively. The lower than expected sales amount is the result of the
Company's inability to raise sufficient working capital to support its marketing
program  and finance up-front production requirements for large purchase orders.

The  Company  does not intend to manufacture bottled water products without firm
orders  in  hand  for its products. However, the Company intends to expend costs
over  the  next  twelve months in advertising, marketing and distribution, which
amounts  are  expected  to  be  expended  prior  to  the  receipt of significant
revenues.  There  can  be  no  assurance  as  to when, if ever, the Company will
realize  significant  operating  revenues  or  attain  profitability.

The Gross Loss for the three months ended March 31, 2001 and March 31, 2000, was
$  0  and  ($10,752),  respectively.

Operating  expenses  were $148,498 and $188,951 for the three months ended March
31,  2001  and  March  31,  2000,  respectively.  The  expenses decreased due to
managements  commitment  to  lower  operating  costs  over  the  previous  year.

Liquidity  and  Capital  Resources

The  primary  source  of liquidity has historically consisted of sales of equity
securities  and  debt instruments. In the three months ended March 31, 2001, the
Company  raised  $340,000  through  the issuance of a common stock, and $600,000
through  debt  financing. The proceeds were used to finance continued operations
and  to  advance  $500,000  to  California  Bottling  Company (CBC), a potential
acquisition.

The Company intends to raise a minimum of $400,000 to a maximum of $1,200,000 by
way  of  private  placement to close on or around May 31, 2001. Proceeds will be
received  from  identified  supportive  shareholders. To date, $836,000 has been
raised.  These  funds are intended to be used to further the purchase of CBC and
also  to  fund day-to-day operations, including a marketing program in order for
the  company  to  pursue  its  business plan. The Company has no lines of credit
available to it at this time. There is no assurance that additional capital will
be  available  to  the  Company  when  or  if  required.

Although  the  Company expects to have continued losses in the second quarter of
fiscal year 2001, management believes that the losses will continue to decrease.
Inflation  has  not  had  a  significant  impact  on  the  Company's  results of
operations.


<PAGE>
Risk  Factors  and  Cautionary  Statements

Forward-looking statements in this report are made pursuant to the "safe-harbor"
provisions  of the Private Securities Litigation Reform Act of 1995. The Company
wishes  to advise readers that actual results may differ substantially from such
forward-looking  statements.  Forward-looking  statements  involve  risks  and
uncertainties  that  could  cause actual results to differ materially from those
expressed  in  or  implied by the statements, including, but not limited to, the
following:  Changing  economic  conditions,  interest  rate  trends,  continued
acceptance  of  the  Company's products in the marketplace, competitive factors,
and  other  risks  detailed  in  the  Company's periodic report filings with the
Securities  and  Exchange  Commission.


PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings.

As  of  March  31,  2001,  there are currently two known lawsuits or claims made
against  the  Company.

     1.  Starbase-1  Coffee  Company, Inc. v. WTAA International, Inc. (District
Court  Clark County, Nevada, action # A413322) in 1999, the Company entered into
an  agency  agreement with Starbase-1 Coffee Company, Inc. ("Starbase") granting
the  Company  the exclusive right to the manufacture, distribution and marketing
of  bottled  water  products using licensed images from the Star Trek television
series.  Starbase alleges that the Company has breached the agency agreement and
seeks to terminate the agency agreement and unspecified damages. The Company has
filed  a defense and counterclaim alleging that Starbase has breached the agency
agreement by engaging another firm to produce bottled water products bearing the
Star  Trek  images  and  seeks  a  court order requiring Starbase cooperate with
Company  in the manufacture, distribution and marketing of the Star Trek-branded
bottled  water  products  through  Canada  and  the  United  States.

     2.  Steven  Nickolas  v.  WTAA  International,  Inc.  (District Court Clark
County, Nevada, action # A425635, commenced October 13, 2000). Steven Nickolas a
former  employee  of  the  Company  filed  a complaint alleging that the Company
failed  to  compensate  him for performance, and seeks damages of 250,000 common
shares.  The  Company  has filed a defense and counterclaim alleging that Steven
Nickolas  has  breached  the employment and the exclusivity agreements and seeks
court  ordered  damages.

Item  2.  Changes  in  Securities.

In March 2001, the Company completed a private placement under Reg. S Section 46
whereby  it  issued an aggregate of 3,400,000 restricted shares of the Company's
Common  Stock  in exchange for $340,000, or $0.10 per share, which proceeds were
intended  to  fund  the  Company's  immediate  working  capital  needs.


Item  3.  Defaults  Upon  Senior  Securities

          None.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders.

          None


<PAGE>
Item  5.  Other  Information.

          In  February,  2001  Randy  Larson  submitted his resignation from the
          board  of  directors. Larry Shaben has been appointed as a replacement
          for  Mr.  Larson.

Item  6.  Exhibits  and  Reports  on  Form  8-K.

          Reports  on  Form  8-K

          During  the quarter ended March 31, 2001 the company reported, on Form
          8-K,  the  change  in  registrants  independent accountant, and a 15:1
          share  consolidation.

                                   SIGNATURES


       In  accordance  with  Section  13 or  15(d)  of  the  Exchange  Act,  the
registrant  caused  this  report to be signed on its  behalf by the  undersigned
thereunto  duly  authorized.

                                                      WTAA  International,  Inc.
                                                      --------------------------
                                                             (Registrant)



                     Date:  May 15, 2001           By:  /s/  Wm.  R.  McKay
                                                      --------------------------
                                                      Wm.  R.  McKay
                                                      Chief  Executive  Officer



       In  accordance  with the Exchange Act, this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates  indicated.



                     Date:  May 15, 2001           By:  /s/  Wm.  R.  McKay
                                                      --------------------------
                                                      Wm.  R.  McKay
                                                      Chief  Executive  Officer
                                                      and  Chairman  of  the
                                                      Board  of  Directors


<PAGE>
                     Date:  May 15, 2001           By:  /s/  Dr. C.J. Weinstein
                                                      --------------------------
                                                      Dr.  C.J.  Weinstein
                                                      Director





                     Date:  May 15, 2001           By:  /s/  Larry  Shaben
                                                      --------------------------
                                                      Larry  Shaben
                                                      Director


<PAGE>