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

                                  FORM 10-QSB/A


[X]  Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 For the quarterly period ended September 30, 2000

[ ]  Transition Report Under Section 13 or 15(d) of the Securities Exchange Act;
     For the transition period from _________ to __________

Commission File Number:  000-28845
                         ---------

                              INETVISIONZ.COM, INC.

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

          DELAWARE                                           33-0285179
----------------------------                        ----------------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

6033 West Century Blvd., Ste. 500, Los Angeles, CA                    90045
--------------------------------------------------               ---------------
     (Address of Principal Executive Offices)                       (Zip Code)

               Registrant's telephone number, including area code:
                                 (310) 338-9822

     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 X    No

     The issuer had 11,840,959 shares outstanding as of November 16, 2000.

Transitional Small Business Disclosure Format (check one):

                                    Yes      No  X

<PAGE>

                              INETVISIONZ.COM, INC.

                                      INDEX

                                                                        PAGE NO.
                                                                        --------

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

        Balance Sheets                                                       3-4
        As of September 30, 2000 (unaudited) and December 31, 1999

        Consolidated Statements of Operations for the 9 months                 5
        and 3 months ended September 30, 2000 and September 30,
        1999 (unaudited)

        Consolidated Statements of Cash Flows for the 9 months ended           6
        September 30, 2000 and September 30, 1999 (unaudited)

        Notes to Consolidated Financial Statements                             7

Item 2. Management's  Discussion and Analysis of Financial Condition
        and Results of Operations                                             11

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.                                                    14

Item 2. Changes in Securities and Use of Proceeds.                            14

Item 3. Defaults Upon Senior Securities.                                      14

Item 4. Submission of Matters to a Vote of Security Holders.                  14

Item 5. Other Information.                                                    14

Item 6. Exhibits and Reports of Form 8-K.                                     14

          (a)  Exhibits
          (b)  Reports on Form 8-K

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

INETVISIONZ.COM, INC.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                           (Unaudited)
                                                          September 30,          December 31,
                                                               2000                   1999
                                                           -----------            -----------

ASSETS

CURRENT ASSETS:
<S>                                                        <C>                    <C>
         Cash                                              $    19,264            $     1,000
         Cash-restricted                                            --                107,957
         Accounts receivable,
           net of allowance for doubtful accounts
           of $211,000 as of September 30, 2000 and
           $113,000 as of December 31, 1999                  1,017,003                333,639
         Common stock receivable                                    --                 50,000
         Inventory                                              20,989                     --
         License, net of accumulated amortization              187,500                     --
         Other current assets                                    5,823                 23,220
                                                           -----------            -----------
              Total current assets                           1,250,579                515,816

PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization                                  470,257                402,396

OTHER ASSETS:
         Customer lists, net                                   163,436                205,436
         Product license, copyrights, trademark
         and concept, net                                      145,925                183,425
         Covenant not to compete, net                           29,185                 36,685
         Loan receivable-related party                          15,054                 12,750
         Investment in non-marketable equity securities        862,500                     --
                                                           -----------            -----------
              Total assets                                 $ 2,936,936            $ 1,356,508
                                                           ===========            ===========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
         Accounts payable and accrued expenses             $ 1,412,516            $ 1,164,457
         Deferred consulting revenues                          511,667                     --
         Deferred tuition                                           --                 90,451
         Loan payable, bank                                         --                100,015
         Notes payable, related parties, net of debt
           discount                                            269,583                211,000
         Advances, related parties                             424,000                     --
         Convertible debt                                      250,000                     --
         Accrued preferred stock dividends                       9,000                     --
                                                           -----------            -----------
              Total current liabilities                      2,876,766              1,565,923
                                                           -----------            -----------

SHAREHOLDERS' EQUITY (DEFICIT):
         Series A convertible preferred stock, $0.001
           par value, $0.025 per share quarterly
           cumulative dividend, 2,000,000 shares
           designated, 1,000,000 shares committed
           at September 30, 2000 (liquidation
           value $1,000,000)                                     1,000                     --
         Common stock; $0.001 par value, 71,428,571
           shares authorized, 11,840,959 and 11,007,626
           shares issued and outstanding, respectively          11,841                 11,007
         Additional paid in capital                          6,675,217              5,326,873
         Accumulated deficit                                (6,627,888)            (5,547,295)
                                                           -----------            -----------
              Total shareholders' equity (deficit)              60,170               (209,415)
                                                           -----------            -----------
         Total current liabilities and
           shareholders' equity (deficit)                  $ 2,936,936            $ 1,356,508
                                                           ===========            ===========
</TABLE>

<PAGE>

INETVISIONZ.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
(AMOUNTS EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                           (unaudited)            (unaudited)
                                                           Nine months            Nine months
                                                              ended                  ended
                                                          September 30,          September 30,
                                                               2000                   1999
                                                           -----------            -----------

<S>                                                        <C>                    <C>
NET REVENUES                                               $ 3,465,730            $ 1,957,085

COST OF REVENUES                                               865,421                774,945
                                                           -----------            -----------

GROSS PROFIT                                                 2,600,309              1,182,140

OPERATING EXPENSES                                           3,185,844              2,566,423

INTEREST EXPENSE                                               328,058                281,610
                                                           -----------            -----------

NET LOSS                                                   $  (913,593)           $(1,665,893)
                                                           -----------            -----------

NET LOSS PER SHARE                                         $     (0.09)           $     (0.24)
                                                           -----------            -----------
  basic and diluted

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING
    basic and diluted                                       11,470,589              7,071,579
                                                           -----------            -----------

<CAPTION>
                                                           (Unaudited)            (Unaudited)
                                                           Three months           Three months
                                                              ended                  ended
                                                          September 30,          September 30,
                                                               2000                  1999
                                                           -----------            -----------

<S>                                                        <C>                    <C>
NET REVENUES                                               $ 1,132,508            $   527,780

COST OF REVENUES                                               206,243                210,723
                                                           -----------            -----------

GROSS PROFIT                                                   926,265                317,057

OPERATING EXPENSES                                           1,378,744                736,412

INTEREST EXPENSE                                                45,468                105,604
                                                           -----------            -----------

NET LOSS                                                   $  (497,947)           $  (524,959)
                                                           -----------            -----------

NET LOSS PER SHARE                                         $     (0.06)           $     (0.07)
                                                           -----------            -----------
  basic and diluted

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING
basic and diluted                                           11,840,959              7,201,024
                                                           -----------            -----------
</TABLE>

<PAGE>

INETVISIONZ.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
(AMOUNTS EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                           (Unaudited)            (Unaudited)
                                                           Nine months            Nine months
                                                              ended                  ended
                                                          September 30,          September 30,
                                                               2000                   1999
                                                           -----------            -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>                    <C>
Net loss                                                   $  (913,593)           $(1,665,893)
                                                           -----------            -----------

ADJUSTMENTS TO RECONCILE NET LOSS TO NET
 CASH USED IN OPERATING ACTIVITIES:
Depreciation and amortization                                  287,500                170,711
Non-cash revenue                                              (517,500)                    --
Options and stock compensation                                 226,578                967,500
Debt discount amortization and interest
 expense recorded on beneficial conversion                     299,183                281,610
Changes in operating assets and liabilities:
  Accounts receivable, net                                    (683,364)                28,739
  License                                                     (250,000)                    --
  Other current assets                                          (3,592)                 8,985
  Accounts payable and accrued expenses                        248,059                 33,319
  Deferred tuition revenue                                     (90,451)                27,000
  Deferred consulting revenue                                  166,667                     --
                                                           -----------            -----------

     Total adjustments                                        (316,920)             1,517,864
                                                           -----------            -----------
     Net cash used in operating activities                  (1,230,513)              (148,029)
                                                           -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash-restricted (restriction released)                         107,957                     --
Advances on loan receivable, net                                (2,304)               (12,750)
Payments to acquire property, equipment
  and intangibles                                             (205,861)              (171,168)
                                                           -----------            -----------

     Net cash used in investing activities                    (100,208)              (183,918)
                                                           -----------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party advances, net                      424,000                192,595
Proceeds from notes payable, related parties                   300,000                281,610
Proceeds from private placements                                    --                 75,000
(Repayment) borrowings of loan payable, bank, net             (100,015)                95,970
Proceeds from collection of common stock receivable             50,000                     --
Proceeds from convertible debt                                 250,000                     --
Proceeds from preferred stock sales, net                       425,000                     --
                                                           -----------            -----------
     Net cash provided by financing activities               1,348,985                645,175
                                                           -----------            -----------

NET INCREASE IN CASH                                            18,264                313,228

CASH, beginning of period                                        1,000                  4,066
                                                           -----------            -----------

CASH, end of period                                        $    19,264            $   317,294
                                                           ===========            ===========
</TABLE>

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the 9 Months ended September 30, 2000 and 1999)


NOTE 1    BASIS OF PRESENTATION

The financial statements of iNetVisionz.com,  Inc. (the "Company") for the three
and nine  months  ended  September  30,  2000 and  1999 are  unaudited.  Certain
information and note disclosures  normally included in the financial  statements
prepared in accordance with generally accepted  accounting  principles have been
omitted.  These  financial  statements  should be read in  conjunction  with the
audited  financial  statements  and notes  thereto  as of and for the year ended
December  31, 1999  included in the  Company's  Amended  Form 10-SB filing dated
April 2000. In the opinion of management,  the financial  statements contain all
adjustments,  consisting of normal recurring  adjustments,  necessary to present
fairly the  financial  position of the Company  for the periods  presented.  The
interim  operating  results may not be indicative  of operating  results for the
full year or for any other interim periods.

NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION:

The  accompanying  consolidated  financial  statements  include the  accounts of
Inetvisionz.com,  Inc. (the "Parent"),  and its wholly owned  subsidiaries.  All
material intercompany transactions have been eliminated in consolidation.

BUSINESS ACTIVITY:

The  Company is in the  business  of  providing  technology  training  services,
technology consulting, and technology job placement services.

USE OF ESTIMATES:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

REVENUE RECOGNITION:

TUITION REVENUES

The Company recognizes  tuition revenue from corporate and individual  customers
(excluding  JTPA  and  ETP) as  services  are  performed  over  the term of each
enrollment, usually ranging from 1 week to 20 weeks.

The Company also provides tuition services and technical  training under Federal
and State funded Job Training Programs, which are as follows:

Job Training Placement Act ("JTPA"):  The Company currently has yearly contracts
with nine Southern  California  organizations  under the JTPA. Pursuant to these
agreements,  the Company  recognizes  tuition  revenue at various  stages  after
services have been  performed  without any further  contingences  or performance
obligations,  and thereby  have earned the right to receive and retain  payments
for services billed. A summary of the various stages is as follows:

25% - Upon  enrollment in the training  programs and  attainment of one learning
objective  of  core  training  (not  less  than  15  hours)  and  submission  of
verification of enrollment,  timesheets and corresponding invoice by the Company
to the respective agency.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the 9 Months ended September 30, 2000 and 1999)


NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

50% - Upon  satisfactory  completion  of at least 50% of the  designated  course
hours and  competencies  as outlined in the course  curriculum and attainment of
test scores or achievement  levels prescribed in the curriculum.  The Company is
responsible for submitting corresponding timesheets, performance evaluations and
test scores documenting activity and related invoice to the respective agency.

25% - Upon satisfactory  completion of the remaining  curriculum hours and being
placed in unsubsidized employment of 8 hours or more. The Company is responsible
for submitting corresponding  timesheets,  correspondence  documenting activity,
evidence of  employment  with  certain  information  and related  invoice to the
respective agency.

Employment  Training Panel ("ETP") - The Company  currently has a contract under
the ETP and is funded by the State of  California.  Pursuant to this  agreement,
the Company  recognizes  tuition  revenue  after  services  have been  completed
without any further contingencies or performance  obligations,  and thereby have
earned the right to receive and retain payments for services billed. The Company
is entitled to receive  progress  payments at various stages, a summary of which
is as follows:

20% - Upon services  rendered in connection  with  enrollment of students in the
training  program and submission of verification  of enrollment,  timesheets and
corresponding invoice by the Company to the respective agency.

80% -  Upon  satisfactory  completion  of the  curriculum  hours  and  continual
employment for 91 consecutive  days after placement by the Company.  The Company
is  responsible   for  submitting   corresponding   timesheets,   correspondence
documenting  activity,  evidence of  employment  with  certain  information  and
related invoice to the respective agency.

CONSULTING REVENUES

The Company recognizes revenue upon permanent  placement of technical  personnel
with  the  Company's  customers  at  revenue  amounts  to  be  determined  on an
individual  basis.  In the event that the  employer  of the  permanently  placed
candidate is dissatisfied with the candidate's performance within the initial 30
days of  employment,  the Company would be obligated to replace the candidate at
no cost, provided the employer has paid its fees in full. The Company recognizes
revenue 30 days after satisfactory placement of technical personnel.

The Company also provides computer  consulting and technical support on internal
computer  networks  on an hourly  basis and  temporary  placement  of  technical
personnel in exchange for a percentage of their hourly wages rates.  The Company
implements  primarily  internet based business  plans  developed  internally and
externally.  The Company  recognizes  revenues for these  services in accordance
with  Statement of Position  ("SOP") 97-2  "Software  Revenue  Recognition,"  as
amended  by SOP 98-4 and SOP  98-9,  in that  revenues  from  multiple  software
arrangements  will be allocated to each element of the arrangement  based on the
relative fair values using specific  objective  evidence as defined in the SOPs.
If no such objective  evidence  exists,  revenues from the contracts will not be
recognized  until the entire contract is completed and accepted by the customer.
Once the amount of the  revenue  for each  element is  determined,  the  Company
recognizes  revenue as each element is completed  and accepted by the  customer.
For   contracts   that  required   significant   production,   modification   or
customization of software, the Company applies percentage of completion contract
accounting in conformity with ARB No. 45 and SOP 81-1.

The Company  recognizes  consulting and technical  support revenues only when no
further  contingencies or material  performance  obligations are warranted,  and
thereby would have earned the right to receive and retain  payments for services
performed and billed.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the 9 Months ended September 30, 2000 and 1999)


NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

DEFERRED TUITION REVENUES

Deferred  revenue  represents  amounts  received as  non-refundable  deposits on
student  enrollments  for  which  the  revenue  is not yet  recognizable  as the
services have not yet been performed.  The deposits received are non-refundable.
However, the Company honors delayed enrollments at a future date, for as long as
a timely notice as determined on an individual basis is provided to the Company.

DEFERRED CONSULTING REVENUES

Deferred  consulting  revenues  represents amounts received for providing future
computer consulting and technical support that have not yet been earned.

INVESTMENT IN NON-MARKETABLE EQUITY SECURITIES:

The Company  owns 50% of the  outstanding  common  stock of  LiquidationBid.com,
Inc., a start-up company. This investment is accounted for by the equity method,
as the Company does not have control.

There is no cost basis in this  investment and there are no assets,  liabilities
nor operating activities of the investee. Pursuant to APB 18, "The Equity Method
of Accounting for  Investments  in Common Stock," there are no recorded  amounts
included in the financial statements.

The  Company   entered   into  an   agreement   with   RxAlternative.com,   Inc.
("RxAlternative")  in which it received stock as compensation for services to be
provided to RxAlternative, which is valued at $862,500 (see Note 7).

LICENSE:

The Company paid $250,000 and entered into a "Compact Disk Affiliate  Agreement"
with Preference Technologies, Inc. Under the terms of the agreement, the Company
becomes a sponsor and distributor of  Preference's  Global  Information  Gateway
("GIG").  The Company is  amortizing  the license  over its  one-year  term.  At
September 30, 2000,  $62,500 has been amortized.  The GIG is a marketing  device
that the Company uses to  communicate  with its existing and potential  students
and customers.  The GIG provides its users with a personalized  "gateway" to the
Internet,  where the Company may advertise and otherwise  communicate with those
parties  on the GIG at any  given  time.  The  Company's  user  license  expires
concurrently  with this  License.  In the event  Preference  Technologies  would
choose to terminate or otherwise refuse to continue to provide the GIG after the
August  2001  termination  date,  the  Company's  management  believes  that its
operations would not be materially  effected.  Prior to the formation of the GIG
licensing  arrangement,  the Company utilized  traditional  marketing methods to
secure its customers and students.

NET LOSS PER SHARE:

Basic  and  diluted  net loss per  share  have been  calculated  based  upon the
weighted average number of common shares  outstanding  during the period and net
loss less preferred  stock  dividends of $167,000 for the period ended September
30, 2000.  Common  equivalent  shares have been excluded from the calculation of
diluted earnings per share as their impact would be anti-dilutive.

SEGMENT:

The Company currently believes it operates in two business  segments,  which are
as follows:

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the 9 Months ended September 30, 2000 and 1999)


NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

     -    Provide education  through the distant learning  environment using the
          internet and  traditional  classroom  setting and follow-on  placement
          services;

     -    Provide corporations e-commerce solutions through web consulting.

See Note 11 for segment disclosures.

RECENT ACCOUNTING PRONOUNCEMENTS:

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 133 ("SFAS 133"),  "Accounting for Derivative
Instruments  and  Hedging  Activities."  SFAS  133  establishes  accounting  and
reporting  standards for derivative  instruments,  including certain  derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity  recognize all derivatives as either assets or liabilities on the
balance  sheet at their fair  value.  This  statement,  as amended  SFAS 137, is
effective for financial statements for all fiscal years beginning after June 15,
2000.  The Company  has not yet  determined  the impact of the  adoption of this
standard on its results of operations, financial position or cash flows.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") 101, "Revenue  Recognition,"  which outlines the basic criteria
that must be met to recognize  revenue and provides guidance for presentation of
revenue and for disclosure related to revenue recognition  policies in financial
statements filed with the Securities and Exchange Commission. The effective date
of this  pronouncement  is the fourth quarter of the fiscal year beginning after
December 15, 1999.  The Company  believes  that adopting SAB 101 will not have a
material impact on its financial position and results of operations.

NOTE 3    GOING CONCERN

The Company's consolidated financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  Without  realization of additional  capital, it would be unlikely for
the Company to continue as a going concern. This factor raises substantial doubt
about the Company's ability to continue as a going concern.

Management  recognizes  that the Company must generate  additional  resources to
enable it to  continue  operations.  The  Company  intends to begin  recognizing
significant  revenues during 2000.  Management's  plans also include the sale of
additional equity securities and debt financing from related parties and outside
third  parties.  However,  no  assurance  can be given that the Company  will be
successful in raising additional  capital.  Further,  there can be no assurance,
assuming the Company  successfully  raises additional  equity,  that the Company
will achieve  profitability  or positive  cash flow.  If management is unable to
raise  additional  capital and  expected  significant  revenues do not result in
positive  cash flow,  the Company will not be able to meet its  obligations  and
will have to cease operations.

NOTE 4    MAJOR CUSTOMERS

During the three and nine months ended  September  30, 2000,  revenues  from the
three  largest  customers  accounted  for  approximately  32% and  31% of  total
revenues and 47% and 41% of education and job placement revenues,  respectively.
Included in accounts receivable at September 30, 2000 is approximately  $860,000
due from these customers.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the 9 Months ended September 30, 2000 and 1999)


NOTE 4    MAJOR CUSTOMERS, continued

Also  during  the three and nine  months  ended,  one  customer  (RxAlternative)
accounted for  approximately  69% and 66% of technological  revenues and 23% and
15% of total revenues, respectively.

NOTE 5    PAYABLES TO RELATED PARTIES

The Company has various notes payable and advances to related parties. The notes
payable consists of the following at September 30, 2000:

     Unsecured  promissory  notes,  bearing  interest  at 9%  per
     annum,  principal  and interest  due on the  maturity  date.
     Pursuant to this  agreement,  the maturity date shall be one
     year from the execution date of the  promissory  note (March
     2001), net of unamortized discount of $30,417.                   $  219,583

     Unsecured promissory note, bearing interest at 9% per annum,
     principal  and interest due sixty days from the execution of
     the note (October  2000) or the raising of at least $200,000
     in equity financing, whichever is earlier                            50,000
                                                                      ----------
                                                                      $  269,583
                                                                      ==========

The total interest expense accrued on related-party notes for the three and nine
month periods ended  September  30, 2000 was  approximately  $6,500 and $24,000,
respectively.

During the quarter ended June 30, 2000,  the Company  converted  $250,000 of the
related party notes to equity (see Note 8).

In addition,  in  connection  with the March  unsecured  promissory  notes,  the
Company issued warrants to purchase a total of 100,000 shares of common stock at
$0.80 per share, expiring March 2003, immediately exercisable. The warrants were
valued at $73,000 (based on Black-Scholes  computation under SFAS 123) which was
recorded as a debt  discount and an increase to additional  paid-in  capital and
will be amortized over the life of the promissory note.

The related interest expense  recognized for debt discount  amortization for the
three and nine month periods ended September 30, 2000 was approximately  $18,000
and $55,500, respectively.

In connection  with the August  unsecured  promissory  note,  the Company issued
warrants to  purchase  834 shares of common  stock at $0.80 per share,  expiring
August 2003, immediately exercisable.  The value of the warrants were immaterial
(based on Black-Scholes  computation  under SFAS 123) and thus were not recorded
as a debt discount.

In  addition,  the  Company,  from time to time,  received  advances  from other
related  parties.  The  advances  from  related  parties are  unsecured,  either
non-interest  bearing or bearing  interest at 7% and payable on demand or within
180 days. At September 30, 2000, the advances totaled $424,000.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the 9 Months ended September 30, 2000 and 1999)

NOTE 6    CONVERTIBLE DEBENTURES

In June 2000,  the  Company  issued a  $250,000  secured  convertible  debenture
bearing  interest  at a rate of 8%.  The notes are  convertible  at one share of
Company common stock per $0.75  principal  amount of the debenture or 70% of the
five day average of the ask price per share of the Company's  common stock based
on the five days preceding the notice of intent to convert.

In  connection  with this  discounted  conversion  feature the Company  recorded
$19,600 of debt  discount.  The Company will amortize the debt discount over the
period the debt was issued to the date it becomes exercisable and has recognized
$15,843  and $19,600 in  interest  expense  for the three and nine months  ended
September 30, 2000, respectively.

NOTE 7    CONTRACTS

The Company entered into agreements with  RxAlternative  to develop two websites
starting  January 2000 and provide  monthly  technical  support and  maintenance
services over a period of one year.  Pursuant to these  agreements,  the Company
received 750,000 shares of RxAlternative's (a private company) restricted common
shares (4.17%  undiluted  interest of  RxAlternative)  valued at $1.15 per share
(based on recent  private sales of  RxAlternative  stock) for total  revenues of
$862,500,  $345,000  of which was  deferred at  September  30, 2000 based on the
Company's  estimates  of  percentage  completed.  The Company  was also  granted
100,000  stock options to purchase  100,000  shares of common stock at $1.00 per
share. In a separate agreement,  the Company will also receive $10,000 per month
for maintenance  services for up to 40 man-hours of services  rendered and plans
to  record  this  revenue  over  the  term of the  agreement  upon  satisfactory
completion of services and acceptance by RxAlternative.

In May 2000,  the Company  entered into an agreement with  perFORMplace.com,  an
unrelated  party, to develop its web site for a total of $240,000 to be received
through  December 2000. The Company received  approximately  $116,000 during the
quarter,  recognizing  the amount as revenue based on its estimate of percentage
of completion.

In June 2000, the Company  entered into an agreement  with  Netbizex,  a company
that has certain  shareholders  in common  with the  Company,  to develop  three
websites for $250,000.  At September  30, 2000,  one-third of this work has been
completed;  therefore, the Company recognized $83,333 of revenue and $166,667 of
deferred revenues under this agreement.

NOTE 8    STOCK ACTIVITY

In May 2000,  the  Company  agreed to issue  833,333  shares of common  stock to
related  parties.  This issuance was in connection  with the conversion of notes
payable with a net book value of $224,000.  The beneficial  conversion  price of
$0.30 per share resulted in the  recognition of $224,000 of interest  expense in
the quarter ended June 30, 2000. These shares were issued in August 2000.

In August 2000, the Company's board of directors  authorized to issue 10,000,000
shares of $0.001 par value preferred  stock, of which 2,000,000  shares has been
designated  as Series A  preferred  stock.  The shares will have  preference  in
liquidation  distributions of $1.00 per share before the holders of common stock
receive any  distributions.  Each share is convertible  into one share of common
stock with  adjustments to the conversion  rate as defined in the Certificate of
Designation of Series A Preferred Stock.  Each share of Series A preferred stock
will accrue a quarterly cumulative dividend of $0.025 per share.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the 9 Months ended September 30, 2000 and 1999)

NOTE 8    STOCK ACTIVITY, continued

In September 2000, the Company  committed to issue 1,000,000  shares of Series A
preferred  stock at a price of $0.50 per share for a total of  $425,000,  net of
$75,000 of commissions paid to finders.

At September 30, 2000,  the Company has accrued  $9,000 of cumulative  preferred
dividends. In connection with the sale of preferred stock, the Company agreed to
issue  warrants to provide  200,000  shares of common  stock at $0.55 per share,
expiring  November 2003, to finders and  consultants.  The value of the warrants
(based on a Black-Scholes  computation) was $68,000,  which has been recorded as
an additional  preferred  stock dividend  through the period ended September 30,
2000. In addition,  the beneficial  conversion price of $0.50 per share resulted
in the  recognition of $90,000 of preferred stock dividends in the quarter ended
September 30, 2000.

NOTE 9    STOCK OPTIONS

During the nine months ended  September 30, 2000,  the Company issued options to
purchase  987,000 shares at $1.00 per share to employees,  directors and various
third parties.  As the fair value was less than the exercise  price,  no expense
was recorded under APB 25 for options issued to employees and directors; $37,630
of expense  was  recorded  under SFAS 123 for  options  issued to various  third
parties.

In addition, the Company issued 100,834 warrants in connection with the related
party notes (see Note 5) and 200,000  warrants in  connection  with the Series A
preferred stock (see Note 8).

In 1999,  the Company  entered  into an agreement  with one of its  directors in
which the director (Mr. Lawrence W. Horwitz) received options to acquire 300,000
shares of stock at $1.75 per share. Under the terms of the option agreement, 225
options vest for each hour of service  provided by Mr.  Horwitz on behalf of the
Company. The exercise price of $1.75 is payable as follows: $1.00 in services at
the  value of $225 per hour and  $0.75 in cash.  During  the nine  months  ended
September 30, 2000, the director vested in 188,947 options for services provided
which was recorded as $188,947 of accrued legal expense.

In  March  2000,  the  FASB  issued  FASB  Interpretation  No.  44  ("FIN  44").
"Accounting  for  Certain   Transactions   involving  Stock   Compensation,   an
interpretation  of APB Opinion  No. 25." FIN 44  clarifies  the  application  of
Opinion 25 for (a) the  definition of employee for purposes of applying  Opinion
25,  (b)  the  criteria  for   determining   whether  a  plan   qualifies  as  a
noncompensatory  plan, (c) the accounting  consequence for various modifications
to the terms of a previously fixed stock option or award, and (d) the accounting
for an  exchange of stock  compensation  awards in a business  combination.  The
Company  adopted FIN 44 in the quarter ended  September 30, 2000;  such adoption
did not have a material effect on the financial statements.

NOTE 10   PAYROLL TAX LIABILITY

In April 2000, the Company  negotiated a payment plan on its delinquent  payroll
taxes  including an  estimated  $154,000 in interest  and  penalties.  Under the
payment  plan,  the Company  will make  monthly  payments  of $15,000  until the
liability is fully paid off. The  remaining  liability at September  30, 2000 is
approximately $331,000.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited for the 9 Months ended September 30, 2000 and 1999)


NOTE 11   SEGMENT INFORMATION

The Company's principal segments are:

     -    Provide  education  through  distant  learning  environment  using the
          internet and traditional  classroom settings,  and permanent placement
          of technical personnel with the Company's customers.

     -    Provide corporations e-commerce solutions through web consulting.

Financial  information  about  industry  segments  as of and for the nine months
ended September 30, 2000 and 1999 is as follows:

                                              Nine Months ended September 30,
                                                 2000                 1999
                                            --------------       --------------
Operating revenues:
     Education and placement                $    2,680,847       $    1,957,085
     Technological consulting                      784,883                   --
                                            --------------       --------------

     Total operating revenues               $    3,465,730       $    1,957,085
                                            ==============       ==============

Operating loss:
     Education and placement                $     (504,180)      $   (1,384,283)
     Technological consulting                      (81,355)                  --
                                            --------------       --------------

     Net operating loss                     $     (585,535)      $   (1,384,283)
                                            ==============       ==============

Identifiable assets:
     Education and placement                $    1,801,760       $    1,716,473
     Technological consulting                    1,135,176                   --
                                            --------------       --------------

     Total                                  $    2,936,936       $    1,716,473
                                            ==============       ==============

Operating loss is revenues minus  operating  expenses,  including  allocation of
corporate expenses.

Identifiable assets by segment are assets used in or otherwise identifiable with
the Company's operations in each segment.

NOTE 12   SUBSEQUENT EVENTS

From October 1, 2000 through  November 15, 2000, the Company spun off one of its
wholly  owned  Subsidiaries  by  selling  500,000  shares  of stock  to  outside
investors at a price of $0.60 per share for a total of $300,000.

Also, from October 1, 2000 through November 15, 2000, the Company committed to
issue an  additional  250,000  shares of Series A preferred  stock at a price of
$1.00 per share for a total of $212,500 (net of $37,500 of  commissions  paid to
finders) and an additional 25,000 warrants to acquire the Company's common stock
at $1.10 per share.

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

The  following is  management's  discussion  and  analysis of  iNetVisionz.com's
financial condition and results of operations. Detailed information is contained
in the financial  statements  included in this document.  This section  contains
forward-looking  statements  that  involve  risks  and  uncertainties,  such  as
statements of the company's plans, objectives,  expectations and intentions. The
cautionary  statements made in this document should be read as being  applicable
to all related forward-looking statements wherever they appear in this document.

NINE MONTHS ENDED  SEPTEMBER  30, 2000  (UNAUDITED)  COMPARED TO THE NINE MONTHS
ENDED SEPTEMBER 30, 1999 (UNAUDITED).

Revenues for the nine month period ended  September 30, 2000 increased by 77% to
$3,465,730  from  $1,957,085  in the year ago  period.  Of the  total  increase,
$723,762  is  from  education  and  placement  revenues  and  $784,883  is  from
technological  consulting  revenues.  Education  revenue  increases  are  due to
increased classes and students that reflect the strong demand in the marketplace
for technical  training.  Technological  consulting revenues began in the second
quarter,  and  represent  $517,500  non-cash  sales  relating to  RxAlternative,
$83,333 in cash sales to Netbizex, a related-party  company and $184,050 in cash
sales to unrelated third parties.

The  increase  in gross  profit  from 60.4% in last  year's  nine  months  ended
September  30, 1999 to 75.0% in the current nine month period,  reflects  better
management  and cost control by the Company in the current  period.  The Company
hired several  instructors on a full time basis  resulting in a decrease in cost
of sales  percentage  as compared to prior periods when the Company used outside
contractors at three to four times cost of an on staff instructor.  In addition,
the Company  earned  $784,883 in its new  technology  consulting  segment  which
produced  a higher  than  average  gross  margin  due to the  nature of the work
performed.

Operating  expenses  decreased  to 91.9% of  revenue  in the nine  months  ended
September  30, 2000 as  compared to 131.1% of revenue in the last years  period.
The Company had  $3,185,844  in  operating  expenses  for the nine months  ended
September  30,  2000,  as compared to  $2,566,423  of such  expense for the same
period in 1999.  The increase in operating  expenses is primarily  attributed to
the  increase in  facilities  and the  increase in number of  employees  and key
personnel to accommodate the growing needs of the Company, offset by $967,500 of
non-recurring non-cash options and stock compensation expenses in 1999.

Interest expense  increased from $281,610 in the nine months ended September 30,
1999 to $328,058 in the nine months ended  September  30, 2000.  The increase is
primarily  attributed to a non-cash debt discount  amortization in 2000 that was
not recorded in 1999.

As a result of the above  factors,  net loss  decreased to $(913,593) or $(0.09)
per share in 2000 from a net loss of $(1,665,893) or $(0.24) per share in 1999.

THREE MONTHS ENDED SEPTEMBER 30, 2000  (UNAUDITED)  COMPARED TO THE THREE MONTHS
ENDED SEPTEMBER 30, 1999 (UNAUDITED).

Revenues for the three month period ended  September 30, 2000  increased 115% to
$1,132,508 from $527,780 in the year ago period. Of the total increase, $230,928
is from  education  and  placement  revenues and $373,800 is from  technological
consulting  revenues.  Education  revenue increases are due to increased classes
and student count that reflect  strong demand in the  marketplace  for technical
training.  Technological  consulting  revenues represent $258,750 non-cash sales
relating to RxAlternative and $115,050 in cash sales to unrelated third parties.

<PAGE>

The  increase  in gross  profit  from 60.1% in last year's  three  months  ended
September 30, 1999 to 81.8% reflects  better  management and cost control by the
Company in the current period.  The Company hired several  instructors on a full
time basis  resulting in a decrease in cost of sales  percentage  as compared to
prior periods when the Company used outside  contractors  at three to four times
cost of an on staff instructor.  In addition, the Company earned $373,800 in its
new  technology  consulting  segment which  produced a higher than average gross
margin due to the nature of the work performed.

Operating  expenses  decreased  to 122% of  revenue  in the three  months  ended
September 30, 2000 as compared to 140% of revenue in the last years period.  The
Company had $1,378,744 in operating expenses for the quarter ended September 30,
2000,  as compared to $736,412 of such expense for the same period in 1999.  The
increase  in  operating  expenses is  primarily  attributed  to the  increase in
facilities  and the  increase  in  number  of  employees  and key  personnel  to
accommodate the growing needs of the Company.

Interest expense decreased from $105,604 in the three months ended September 30,
1999 to $45,468 in the three months ended  September  30, 2000.  The decrease is
primarily  attributed  to a non-cash  interest  expense  related  to  beneficial
conversion in 1999 that did not repeat in 2000.

As a result of the above  factors,  net loss  increased to $(497,947) or $(0.06)
per share in 2000 from a net loss of $(524,959) or $(0.07) per share in 1999.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2000,  the Company had cash and cash  equivalent  balance of
$19,264 as compared to $1,000 as of December 31, 1999.

Gross accounts receivable in September 30, 2000 was approximately  $1,228,000 or
42% of the cash revenues  recorded for the nine month period ended September 30,
2000. These accounts primarily represent sales of $860,000 to customers that are
traditionally  slow  payers;  of this  total,  approximately  $200,000  has been
collected  since  September  30,  2000.   Management   routinely   assessed  the
collectibility  of these  receivables  and maintains  reserves that are adequate
based on management's detailed analysis and historical experience.

The Company  increased cash flows used in operations by $1,082,484 from $148,029
to  $1,230,513  for the nine  months  ended  September  30,  1999 and 2000,  due
primarily to payments for a license and increased  operating activity related to
the Company's growth.

Net investing activities consumed $100,208 for the nine months ended compared to
183,918 in the corresponding period last year.

Cash  provided by financing  activities  amounted to  $1,348,985  as compared to
$645,175 in the same period last year. The increase primarily reflects increased
borrowing  from related  parties,  convertible  debentures and cash received for
committed preferred shares.

The Company  intends to fund future  capital  expenditures  and working  capital
requirements  through  anticipated  cash flow from  acquisitions.  Although  the
Company  believes  that this  funding will be  sufficient,  the Company may also
consider the use of funds from other extant sources,  including, but not limited
to, public or private offerings of debt or equity.  The Company's  auditors have
issued a going  concern  opinion for the year ended  December  31,  1999.  While
management  believes  that private  sources of funding  should be  sufficient to
continue as its  operations,  there is no  guarantee  that such  funding will be
available to the Company as needed or on terms favorable to the Company.

<PAGE>

                            PART II OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     In management's  opinion,  there are no material litigation matters pending
     or threatened against the Company.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3.   DEFAULT UPON SENIOR SECURITIES.

     None.

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

     None.

ITEM 5.   OTHER INFORMATION.

     The Registrant has engaged Corbin & Wertz,  certified  public  accountants,
2603 Main Street,  Suite 600 Irvine,  California 92614 ("Corbin & Wertz") as its
independent  accountants for all accounting purposes related to the Registrant's
business operations and the Registrant's reporting requirements.  Corbin & Wertz
replaced  Kabani  &  Company,   Inc.,  Certified  Public  Accountants,   as  the
Registrant's  principal  accountants  as of August 14, 2000  ("Kabani") for this
purpose.  The principal  accountants' report on the financial  statements of the
Registrant  contained  no adverse  opinion or a  disclaimer  of opinion,  or was
qualified  nor  modified  as to  audit  scope,  or  accounting  principles.  The
principal  accountants' report included an explanatory  paragraph  describing an
uncertainty  regarding the Company's ability to continue as a going concern. The
engagement of Corbin & Wertz was approved by the Board of Directors.

     During the  Registrant's  two most recent  fiscal years and any  subsequent
interim period preceding such  registration,  declination,  or dismissal,  there
were no  disagreements  with the former  accountant  on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.  There is  nothing to report  under Item 304 (a) (1) (v) (A)  through
(D).

     A copy of the form 10-QSB for the  quarter  ended on June 30, 2000 was sent
to Kabani and a letter from Kabani is attached  hereto as Exhibit 16.1,  stating
whether or not they agree with the disclosures contained in the form 10-QSB .

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits:

     16.1 Letter from Kabani & Company, Inc.

     (b)  Reports on Form 8-K

          On July 13,  2000,  the  Company  filed a Form 8-K to report  that Mr.
          Mahin Samadani resigned from his position as a director.

<PAGE>

                                   SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
Registrant  caused this amended  quarterly  report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                        INETVISIONZ.COM, INC.


Dated April 3, 2001                     /s/ Noreen Khan
                                        ------------------------------------
                                        Noreen Khan,
                                        Chief Executive Officer and Director