SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB/A

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

                 For the Quarterly Period ended: September 30, 2000


                         Commission file number 0-28847

                               WTAA INTERNATIONAL, INC.
                               -------------------
        (Exact name of small business issuer as specified in its charter)

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


             1027 S. Rainbow Blvd., Unit #391, Las Vegas, NV 89145
               ---------------------------------------------------
                     Address of principal executive offices)

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


Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  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
     --
As of September 30, 2000, 13,627,011 shares of common stock were outstanding.

Transitional Small Business Disclosure Format: Yes      No  X
                                                            --

<PAGE>
                            WTAA INTERNATIONAL, INC.

                    (formerly Canadian Cool Clear WTAA, Inc.)

                         REPORT AND FINANCIAL STATEMENTS

                               September 30, 2000

                             (Stated in US Dollars)

                                   (Unaudited)
<PAGE>







                            WTAA International, Inc.
                   (formerly Canadian Cool Clear WTAA, Inc.)
                       Notes to the Financial Statements
                          September 30, 2000 - Page 13
                            (Stated in U.S. dollars)
                                  (Unaudited)
                                    ---------



TERRY AMISANO LTD.                                             AMISANO  HANSON
KEVIN HANSON, C.A.                                         Chartered Accountants

                         INDEPENDENT ACCOUNTANTS' REPORT


To the Stockholders,
WTAA International, Inc.
(formerly Canadian Cool Clear WTAA, Inc.).

We have reviewed the accompanying  balance sheet of WTAA International,  Inc. as
of September 30, 2000, and the statements of  operations,  stockholders'  equity
and cash flows for the nine month period then ended. These financial  statements
are the responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

We previously audited in accordance with generally accepted auditing  standards,
the company's balance sheet as of December 31, 1999 (presented herein),  and the
related  statements of operations,  stockholders'  equity and cash flows for the
year then ended (not  presented  herein).  In our report  dated May 16,  2000 we
expressed an unqualified opinion on those financial statements.  In our opinion,
the information set forth in the  accompanying  balance sheet  information as of
December 31, 1999, is fairly stated in all material  respects in relation to the
balance sheet from which it has been derived.  The  comparative  figures for the
nine months  ended  September  30, 1999 were  prepared  by  management  and were
neither audited nor reviewed,  and accordingly,  we do not express an opinion or
any other form of assurance on them.

Vancouver, Canada                                               AMISANO HANSON"
November 15, 2000                                          Chartered Accountants
                                                   Telephone:     (604) 689-0188
                                                   Facsimile:     (604) 689-9773
                                                   E-MAIL:     amishan@telus.net


Suite 604 - 750 West Pender Street, Vancouver, BC, Canada, V6C 2T7

<PAGE>
<TABLE>
<CAPTION>





                            WTAA INTERNATIONAL, INC.
                    (formerly Canadian Cool Clear WTAA, Inc.)
                                 BALANCE SHEETS
                    September 30, 2000 and December 31, 1999
                             (Stated in US Dollars)
                                   (Unaudited)
<S>                                                                          <C>                  <C>

                                                                               September 30,           December 31,
 ASSETS                                                                            2000                    1999
------                                                                             ----                    ----
Current
   Cash                                                                      $            682     $         21,808
   Accounts receivable                                                                  3,527                9,257
   Inventory                                                                           21,405               31,262
   Prepaid expenses                                                                         -                1,264
   Royalty advances - Note 5                                                           15,000               35,000
                                                                                     --------             --------
                                                                                       40,614               98,591
Royalty advances - Note 5                                                             200,000                    -
Deferred finance charges                                                                    -                8,636
Deposit on investment - Note 3                                                        205,000              205,000
Organisation cost - Note 2                                                            190,700                    -
                                                                                     --------             --------
                                                                             $        636,314     $        312,227
                                                                                     ========             ========
                                                    LIABILITIES
Current
   Accounts payable                                                          $        450,645     $        134,157
   Due to related party                                                                 1,350                1,350
                                                                                     --------             --------
                                                                                      451,995              135,507
Promissory notes payable                                                                    -              191,800
                                                                                     --------             --------
                                                                                      451,995              327,307
                                                                                     --------             --------
                                         STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock - Note 4                                                                  12,768                9,473
Additional paid-in capital                                                          1,240,691              668,601
Shares subscribed                                                                           -               47,500
                                                                                     --------             --------
                                                                                    1,253,459              725,574
                                                                                     --------             --------
Preferred stock - Note  4                                                                 300                  300
Additional paid-in capital                                                              2,700                2,700
                                                                                     --------             --------
                                                                                        3,000                3,000
                                                                                     --------             --------
Deficit                                                                         (   1,072,140)       (     743,654)
                                                                                     --------             --------
                                                                                      184,319        (      15,080)
                                                                                     --------             --------
                                                                             $        636,314       $      312,227
                                                                                     ========             ========
</TABLE>



<PAGE>
<TABLE>
<CAPTION>



                            WTAA INTERNATIONAL, INC.
                    (formerly Canadian Cool Clear WTAA, Inc.)
                            STATEMENTS OF OPERATIONS
              for the nine months ended September 30, 2000 and 1999
                             (Stated in US Dollars)
                                   (Unaudited)


                                                Three months ended September 30,       Nine months ended September 30,
                                                --------------------------------       -------------------------------
                                                    2000                1999               2000               1999
                                                    ----                ----               ----               ----
<S>                                           <C>                 <C>                <C>                <C>

Sales                                         $             -     $        37,676    $         34,249   $         40,608
Cost of goods sold                               (        826)       (     38,829)      (     47,167)      (     46,761)
                                                 ------------        ------------       ------------       ------------
                                                 (       1826)       (      1,153)      (     12,918)      (      6,153)

General and Administrative Expenses
 - Schedule I                                    (     88,471)       (    199,077)      (    315,568)      (    476,513)
                                                 ------------        ------------       ------------       ------------
Net loss                                      $  (     89,297)    $  (    200,230)   $  (    328,486)   $  (    482,666)
                                                 ============        ============       ============       ============
Basic loss per share                          $  (       0.01)    $  (       0.02)   $  (       0.03)   $  (       0.05)
                                                 ============        ============       ============       ============
Weighted average shares outstanding                11,909,074           9,428,535         11,909,074          9,428,535
                                                 ============        ============       ============       ============
</TABLE>



<PAGE>
<TABLE>
<CAPTION>



                            WTAA INTERNATIONAL, INC.
                    (formerly Canadian Cool Clear WTAA, Inc.)
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
           for the period from December 31, 1991 to September 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)
<S>                                     <C>           <C>             <C>             <C>             <C>

                                                                        Additional
                                                                         Paid -in         Deficit
Common Stock - Note 4                     Shares          Amount          Capital       Accumulated       Total
------------                              ------          ------          -------       -----------       -----
Balance, December 31, 1991, 1992
 and 1993                                         -   $           -   $           -   $           -   $           -
Issued for services rendered                 10,000              10           4,990               -           5,000
Net loss for the year                             -               -               -      (    5,000)     (    5,000)
                                         ----------      ----------      ----------       ----------      ----------
Balance, December 31, 1994, 1995,
 1996 and 1997                               10,000              10           4,990      (    5,000)              -
Forward stock split, 100 for 1              990,000             990      (      990)              -               -
Net loss for the year                             -               -               -      (    1,675)     (    1,675)
                                        ----------       ----------      ----------       ----------      -----------
Balance, December 31, 1998
- as previously reported                  1,000,000           1,000           4,000      (    6,675)     (    1,675)
Prior period adjustment for legal
 fees                                             -               -               -      (   31,766)     (   31,766)
                                        ----------       ----------      ----------       ----------      -----------
Balance, December 31, 1998
 - as restated                            1,000,000           1,000           4,000      (   38,441)     (   33,441)
Issued for cash:
   Private placement    - at $0.001       8,000,000           8,000               -               -           8,000
   Share subscriptions  - at $0.60          583,333             583         349,417               -         350,000
                        - at $0.70          142,857             143          99,857               -         100,000
                        - at $1.25          100,979             101         126,123               -         126,224
                        - at $1.35           55,556              56          74,944               -          75,000
                        - at $3.00           22,000              22          65,978               -          66,000
For services rendered                       350,000             350               -               -             350
   Less:  finder's fee                            -      (      782)     (   51,718)              -      (   52,500)
Net loss for the year                             -               -               -      (  705,213)     (  705,213)
                                        -----------       ----------     -----------      ----------     ------------
Balance, December 31, 1999               10,254,725           9,473         668,601      (  743,654)     (   65,580)
Issued for cash:
   Share subscription    - at $0.203        738,916             739         149,261               -         150,000
   Share subscription    - at $1.50                              33          49,967               -          50,000

      Less: issue costs                                                  (    2,500)                     (    2,500)
For shares re-priced to market              110,000               -               -               -               -
For services rendered    - at $0.001        100,000             100               -               -             100
For settlement of promissory notes
payable                  - at $0.136      1,508,214           1,508         203,609               -         205,117
                         - at $0.200        915,156             915         182,116               -         183,031
   Less: issue costs                              -               -      (   10,363)              -      (   10,363)
Net loss for the period                           -               -               -      (  328,486)     (  328,486)
                                        -----------       ----------      ----------     -----------     -----------
Balance, September 30, 2000              13,627,011   $      12,768   $   1,240,691   $  (1,072,140)  $     181,319
                                        ===========       ==========      ==========    ============     ===========


</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                       WTAA INTERNATIONAL, INC. Continued
                    (formerly Canadian Cool Clear WTAA, Inc.)
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
           for the period from December 31, 1991 to September 30, 2000
                             (Stated in US Dollars)
                                   (Unaudited)


                                                                           Additional
                                                                            Paid -in         Deficit
                                             Shares          Amount          Capital       Accumulated       Total
                                             ------          ------          -------       -----------       -----
<S>                                       <C>         <C>             <C>             <C>             <C>

Common Shares Subscribed
Shares subscribed       - at $1.50           33,333   $          33   $      49,967   $           -   $      50,000
   Less:  finders fees                            -      (       33)     (    2,467)              -      (    2,500)
                                           --------       ---------       ---------        -----------     ---------
Balance,  December 31, 1999 and
September 30, 2000                           33,333   $           -   $      47,500   $           -   $      47,500
                                           ========       =========       =========        ===========     =========
Preferred Stock
Balance, December 31, 1998                        -   $           -   $           -   $           -   $           -
Issued for cash during the year
   Share subscriptions  - at $0.01          300,000             300           2,700               -           3,000
                                          ---------       ---------       ---------        -----------     ---------
Balance, December 31, 1999 and
September 30, 2000                          300,000   $         300   $       2,700   $           -   $       3,000
                                          =========       =========       =========        ===========     =========

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                            WTAA INTERNATIONAL, INC.
                    (formerly Canadian Cool Clear WTAA, Inc.)
                            STATEMENTS OF CASH FLOWS
              for the nine months ended September 30, 2000 and 1999
                                   (Unaudited)
                             (Stated in US Dollars)
<S>                                                                         <C>                  <C>


                                                                                   2000                 1999
                                                                                   ----                 ----
Cash Flow from Operating Activities
   Net loss for the period                                                  $    (    328,486)   $  (      482,666)
   Add item not using cash
     Amortization                                                                      17,572                    -
                                                                                  -----------        --------------
                                                                                 (    310,914)      (      482,666)
   Adjustment to reconcile net loss to net cash used
    in operations
     Accounts receivable                                                                5,730       (       30,433)
     Inventory                                                                          9,857               11,929
     Prepaid expenses                                                                   1,264       (          425)
     Royalty advances                                                                       -       (       11,897)
     Accounts payable                                                                 256,488       (       66,182)
                                                                                  -----------        --------------
Net cash used in operating activities                                            (     37,575)      (      579,674)
                                                                                  -----------        --------------
Cash Flow Provided by Investing Activities
   Purchase of organization cost                                                 (    146,000)                   -
   Royalty advances                                                              (    180,000)                   -
   Deposit on investment                                                                    -       (      205,000)
                                                                                  -----------        --------------
Net cash used in investing activities                                            (    326,000)      (      205,000)
                                                                                  -----------        --------------
Cash Flow Provided by Financing Activities
   Proceeds from promissory notes payable                                             180,000              191,800
   Issuance of common shares                                                          162,449              678,474
   Deferred finance charges                                                                 -       (       10,000)
                                                                                  -----------        --------------
Net cash provided by financing activities                                             342,449              860,274
                                                                                  -----------        --------------
Net increase (decrease) in cash during the period                                (     21,126)              75,600

Cash , beginning of period                                                             21,808                    -
                                                                                  -----------        --------------
Cash and bank overdraft, end of period                                      $             682    $          75,600
                                                                                  ===========        ==============

Non-cash Transactions - Note 6

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                       WTAA INTERNATIONAL, INC. Schedule I
                    (formerly Canadian Cool Clear WTAA, Inc.)
                 SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES
              for the nine months ended September 30, 2000 and 1999
                             (Stated in US Dollars)
                                   (Unaudited)


                                                Three months ended September 30,       Nine months ended September 30,
                                                --------------------------------       -------------------------------
                                                    2000                1999               2000               1999
                                                    ----                ----               ----               ----
<S>                                          <C>                 <C>                <C>                <C>

Accounting and audit fees                    $          2,000    $              -   $         11,877   $              -
Advertising                                             2,201              11,134             13,958             30,295
Amortization                                           11,300                   -             17,572                  -
Bad debts                                                   -                   -              4,128                  -
Bank charges and interest                                 806               5,259             15,554              8,969
Consulting                                                  -              72,354             37,564            124,446
Courier                                                   639               9,779              6,667             14,208
Directors' fees                                           500                   -              3,600                  -
Dues and subscriptions                                      -                 429              1,122              2,246
Insurance                                                 201               1,453                839              1,789
Investor relations                                     39,000              16,064             67,495             39,978
Legal fees                                              1,907              11,398             35,083             30,800
License fees                                                -                   -                  -                 54
Office and general                                        585               4,024             11,789             19,481
Rent                                                    2,209               7,431             15,193             20,856
Telephone                                               8,175               9,194             24,429             28,297
Travel and entertainment                               16,988              16,708             32,075             58,446
Wages and benefits                                      1,960              33,850             16,623             96,648
                                                     --------             --------           -------            -------
                                             $         88,471    $        199,077   $        315,568   $        476,513
                                                     ========             ========           =======            =======
</TABLE>




<PAGE>



                            WTAA INTERNATIONAL, INC.
                    (formerly Canadian Cool Clear WTAA, Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                               September 30, 2000
                            (Stated in U.S. Dollars)
                                   (Unaudited)


Note 1        Interim Reporting
              -----------------
              While the information  presented in the accompanying  interim nine
              months financial  statements is unaudited  (except as indicated in
              the Independent  Accountants' Report), it includes all adjustments
              which are,  in the  opinion of  management,  necessary  to present
              fairly the  financial  position,  results of  operations  and cash
              flows for the interim periods presented.  All adjustments are of a
              normal  recurring  nature.  It is  suggested  that  these  interim
              financial  statements  be read in  conjunction  with the company's
              December 31, 1999 annual financial statements.

Note 2        Acquisition of Tempus, Inc.
              --------------------------
              By an agreement  dated May 11, 2000, the company  acquired 100% of
              Tempus, Inc. ("Tempus"), an inactive Wyoming reporting corporation
              for  total   consideration  of  $206,000.   This  acquisition  was
              accounted for by the purchase  method of  accounting.  The company
              completed  a plan of merger  whereby  the  company was merged with
              Tempus and the separate existence of Tempus ceased and the company
              continued as the surviving corporation and retained the name "WTAA
              International, Inc.".

              The effect of these  transactions is to record  organization costs
              of  $206,000,  being  the  excess of the cost of the  purchase  of
              Tempus  over the fair  market  value of the assets of Tempus.  The
              organisation  cost  represents the value of the reporting  company
              status  and is being  amortized  over 5 years on a  straight  line
              basis.

Note 3        Deposit on Investment
              --------------------
              By letters of intent dated October 19, 2000, the company agreed to
              acquire  3  companies  in the  bottled  water  business  for total
              consideration of $4,680,000.  This  consideration is to be paid by
              the payment of $4,180,000 on or before December 15, 2000 ($240,000
              paid,  of which  $205,000 was paid prior to September 30, 2000 and
              $35,000 was paid  subsequent to September 30, 2000) and promissory
              notes of $500,000 due, as to $100,000, January 31, 2001, and as to
              $400,000,  March 31, 2001. The promissory  notes are unsecured and
              bear interest at 8% per annum.  Closing of these agreements can be
              extended for one thirty day extension  for a total of $31,000.  In
              addition,  subject to a valuation  being  completed,  the purchase
              price may be adjusted. If the purchase price is adjusted, then the
              consideration  to be paid  will  be  adjusted  accordingly.  If an
              increase in the purchase price is determined, the increase will be
              paid by the issuance of common shares of the company.

 Note 4       Capital Stock - Note 7
              -------------

              a)  Authorized:

                 50,000,000  common shares with a par value of $0.001 per share
                    500,000  non-voting, non-cumulative, non-redeemable
                             preferred shares with a par value of $0.001
                             per share


<PAGE>




Note 4        Capital Stock - Note 7 - (cont'd)
              -------------

              b)  Commitments:

                  Share Purchase Options

                  The following  common share purchase  options were outstanding
                  at September 30, 2000,  granting the holders thereof the right
                  to purchase one common share for each option held as follows.
<TABLE>
<CAPTION>
<S>                                              <C>                  <C>                  <C>

                                                   Number                 Exercise                 Expiry
                                                 of Options           Price Per Share               Date
                                                 ----------           ---------------               ----
                 Directors                          800,000                $0.50           December 31, 2004
                                                  1,700,000                $0.20           May 30, 2005

                 Employees                          150,000                $0.50           December 31, 2004
                                                  ---------                -----
                                                  2,650,000
                                                  =========                =====
</TABLE>

                  Share Purchase Warrants

                  The following common share purchase  warrants were outstanding
                  at September 30, 2000, entitling the holders thereof the right
                  to purchase one common share for each warrant held as follows:
<TABLE>
<CAPTION>
<S>                                              <C>                 <C>                   <C>

                                                 Number of                Exercise                 Expiry
                                                  Warrants           Price Per Warrant              Date
                                                  --------           -----------------              ----
                                                     71,428                $0.85           December 31, 2000
                                                  1,508,214                $0.17           July 31, 2001
                                                    457,578                $0.25           May 31, 2002
                                                  ---------                -----
                                                  2,037,220
                                                  =========                =====
</TABLE>

                  Restricted Common Stock

                  Included in common stock are a total of 350,000  shares issued
                  to a director and employee,  of which  ownership does not vest
                  to these  individuals  until  certain  performance  levels are
                  achieved.  As at September 30, 2000, these performance  levels
                  have not been achieved.

                  Preferred Share Conversion

                  The  holders of  preferred  shares  have the option to convert
                  300,000  preferred shares into common shares of the company on
                  the basis of one preferred share for ten common shares.  These
                  options expire January 31, 2004.


<PAGE>




Note 5        Commitments - Note 4
              -----------

              i)  By an agreement  dated March 1, 1999,  the company  engaged an
                  agent  to  provide  promotional   assistance  and  secure  the
                  endorsements of specified athletes.

                  The term of this  agreement  is to December 31, 2003 and shall
                  automatically  extend to December 31, 2006 unless either party
                  serves  written  notice  of  their  intent  to  conclude  this
                  agreement by October 1, 2003.

                  The company will compensate the agent as follows:

-                 pay an amount equal to 6% of the company's  net sale  proceeds
                  from certain  products in the United States and Canada for
                  each calendar year

                  Pay royalty compensation as follows:

-                 not less than  $25,000 for the partial  year 1999, $50,000 for
                  year 2000,  $100,000  for year 2001 and $150,000 for year 2002
                  and each additional year during the term of this agreement

              ii) By an agreement dated June 15, 1999, the company was appointed
                  an exclusive agent for the  manufacturing and marketing of all
                  Star  Trek  bottled  water   products  in  North  America  and
                  throughout  the  world.  The term of the  agreement  was three
                  years.

                  A royalty  of 12.5% of all net  sales on the first  $1,000,000
                  and then  15.0% of all net sales in excess of  $1,000,000  was
                  payable.

                  The  company  has  been  named  defendant  in a  legal  action
                  alleging  breach  of  contract  and  misrepresentation.  Legal
                  counsel  to the  company  is unable to  assess  the  company's
                  potential  liability,  if any, resulting from this action. Any
                  settlement will be reflected as a charge to income in the year
                  of the settlement. The company has counter-claimed against the
                  plaintiff for breach of contract.

              iii)By an agreement  dated March 19, 1999, the company was granted
                  the non-exclusive,  non-assignable  right to use certain logos
                  in the  manufacture  and sale of  bottled  water in the United
                  States and  Canada.  The term of this  agreement  is two years
                  terminating December 31, 2001.

                  The royalty  payable is 6.0% of the net sales of the  licensed
                  products bearing the logos.

              iv) By an agreement dated October 1, 1999, the company was granted
                  the  exclusive  right  to the  use of a  Trademark  to  market
                  bottled water in the United States and Canada for a term of 27
                  months expiring December 31, 2001.

                  The royalty  rate is 6.5% of net sales.  The company must also
                  expend at least $25,000 for  marketing  during the term of the
                  agreement.

                  The company is required to make the following advance royalty
                  payments:

-        $30,000 upon execution of the agreement (paid)
-        $30,000 on or before January 31, 2000;  and
-        $30,000 on or before July 31 2000.


<PAGE>




Note 5        Commitments - Note 4 - (cont'd)
              -----------

              iv) - (cont'd)

                  The  company  guarantees  minimum  total  royalty  payments of
                  $120,000,  inclusive of the advances,  due upon  expiration or
                  earlier   termination  of  the   agreement.   The  company  is
                  negotiating the extension of the January 31, 2000 and July 31,
                  2000 $30,000 payments.

              v)  By an agreement dated December 17, 1999, the company  acquired
                  the  exclusive  right to  manufacture,  distribute  and market
                  bottled  water  products in the United States and Canada for a
                  term of three years expiring December 31, 2002.

                  The  company  agrees  to  pay  $10,000  as  a  non-refundable,
                  recoupable  advance guarantee against royalties earned through
                  January 31, 2001, payable as follows:

-        $5,000 upon execution of the agreement (paid);  and

-        $5,000 to be paid no later than January 31, 2000 (paid).

                  To pay an additional  minimum guarantee of $70,000 through the
                  period  ending  December  31, 2001 as follows,  if unearned in
                  royalties:

             Minimum
            Guarantee                                           Due
             Amounts                                            Date
             -------                                            ----
         $   10,000                           No later than June 30, 2000
             10,000                           No later than September 30, 2000
             10,000                           No later than December 31, 2000
             10,000                           No later than April 30, 2001
             10,000                           No later than September 30, 2001
             10,000                           No later than September 30, 2001
             10,000                           No later than December 31, 2001

                  The company is negotiating  the extension of the June 30, 2000
                  and September 30, 2000 $10,000 payments.

                  The company shall recover,  within the three year term of this
                  agreement,   the  advanced   royalty   payment  by  offsetting
                  royalties  earned against said advances until the advances are
                  recouped  and shall  thereafter  make  royalty  payments  on a
                  quarterly basis as set forth herein.

                  Exclusivity shall only extend to the agreement through year 1,
                  (2000) if all guarantee  payments in the amount of $20,000 are
                  paid no  later  than  September  30,  2000 or  gross  sales of
                  licensed products exceed $250,000 whichever is sooner.

                  Exclusivity  shall only extend to the agreement  through years
                  two and three if gross  sales of  licensed  products  for each
                  preceding year exceeds $500,000.


<PAGE>




Note 5        Commitments - Note 4 - (cont'd)
              -----------

                  The  company  agrees  to pay  royalties  for each  unit of the
                  licensed products as follows:

             Royalty Rate                                    Contract Year
             ------------                                    -------------
    4% of the "Net Wholesale Price"                                2000
    6% of the "Net Wholesale Price"                                2001
    7% of the "Net Wholesale Price"                                2002

                  This   agreement  will   automatically   be  extended  for  an
                  additional 1 year term with an additional  annual guarantee of
                  $50,000 payable as follows:

-            $25,000 due on January 1, of said renewal year;  and

-            $25,000 due on June 1, of said  renewal year at the royalty rate of
             7% of the "Standard Net Price".  Exclusivity will continue if gross
             sales exceed $700,000 per year during said renewal year.

              vi) The company entered into an agreement to acquire the exclusive
                  non-transferable,   non-assignable   right   to   manufacture,
                  distribute  and market  bottled  water  products in the Unites
                  States and Canada using certain Trademark images as follows:

                  a)  Woody Woodpecker and Friends

                      i)   Guarantee fee - $30,000 payable as follows:

-        $25,000 due upon execution of the schedule (paid);  and

-        $5,000 due on or before December 31, 2001.

                      ii)  Royalty rate - 6% of wholesale price standard

                      iii) License term - expiring December 31, 2001

                      iv)  Marketing  commitment  - the  company  is to  spend a
                           minimum 7.5% of actual sales of the licensed  product
                           during the license term toward marketing programs.

                  b)  Universal Studios Monsters

                      i)   Guarantee fee - $25,000 payable as follows:

-        $20,000 due upon execution of the schedule (paid);  and

-        $5,000 due on or before December 31, 2002.

                      ii)  Royalty rate - 6% of wholesale price standard

                      iii) License term - expiring December 31, 2002

                      iv)  Marketing  commitment  - the  company  is to  spend a
                           minimum 7.5% of actual sales of the licensed  product
                           during the license term toward marketing programs.


<PAGE>




Note 5        Commitments - Note 4 - (cont'd)
              -----------

                  c)  The Flintstones in Viva Rock Vegas

                      i)   Guarantee fee - $20,000 payable as follows:

-        $15,000 due upon execution of the schedule (paid);  and

-        $5,000 due on or before December 31, 2000.

                      ii)  Royalty rate - 5% of wholesale price standard

                      iii) License term - expiring December 31, 2000

                      iv)  Marketing  commitment  - the  company  is to  spend a
                           minimum 7.5% of actual sales of the licensed  product
                           during the license term toward marketing programs.

                  d)  Rocky and Bullwinkle and Friends

                      i)   Guarantee fee - $25,000 payable as follows:

-        $20,000 due upon execution of the schedule (paid);  and

-        $5,000 on or before September 30, 2002

                      ii)  Royalty rate - 5% of wholesale price standard

                      iii) License term - Expiring September 30, 2002

                      iv)  Marketing  commitment  - the  company  is to  spend a
                           minimum 7.5% of actual sales of the licensed  product
                           during the license term toward marketing programs.

                  e)  Woody Woodpecker, as used in conjunction with the Team
                      Gordon Licensing Program

                      i)   Guarantee fee - $30,000 payable as follows:

-        $15,000 due upon execution of the schedule (paid);  and

-        $15,000 on or before December 31, 2001

                      ii)  Royalty rate - 6.5%

                      iii) License term - Expiring December 31, 2001

                      iv)  Marketing  commitment  - the  company  is to  spend a
                           minimum 7.5% of actual sales of the licensed articles
                           during the license term toward marketing programs.

Note 6        Non-cash Transactions

              Investing  and  financing  activities  that do not  have a  direct
              impact on cash flows are  excluded  from the cash flow  statement.
              During the nine months ended  September  30, 2000,  the  following
              transaction has been excluded from the statement of cash flows:

-        the company issued a total of 2,423,370 common shares upon the
         settlement of $388,148 of promissory notes payable.

-        the company accrued $60,000 in respect to organization costs.


<PAGE>





Note 7        Subsequent Events - Note 3
              -----------------

              a)  On October 12, 2000 the company  issued  200,000 common shares
                  at $0.30 per share in respect to the  settlement  of  accounts
                  payable  outstanding  at September  30, 2000 for  organisation
                  costs regarding the Tempus acquisition (Note 2).

              b)  On October 13, 2000 a former  employee of the company  filed a
                  complaint  in the State of Nevada  claiming  that he should be
                  paid  compensation of up to $1,000,000 plus other  unspecified
                  damages and costs.  The company has determined  that the claim
                  is without foundation or merit and that it would be successful
                  in defense of this claim.  Any  settlement of this claim would
                  be accounted for in the year of settlement.

              c)  By a  subscription  agreement  dated  November  15,  2000  the
                  company has agreed to issue 1,375,000 units at $0.24 per unit.
                  Each  unit  will  consist  of one  common  share and one share
                  purchase  warrant  entitling  the holder  thereof the right to
                  acquire  1,375,000  common  shares at $0.24  per  share  until
                  November 15, 2001.

<PAGE>
PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.

         For financial information,  please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.

     The financial  statements  have been prepared by WTAA  International,  Inc.
without  audit  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 generally accepted
accounting  principles  have been  condensed or omitted as allowed by such rules
and  regulations,  and management  believes that the disclosures are adequate to
make the  information  presented  not  misleading.  These  financial  statements
include  all  of the  adjustments  which,  in the  opinion  of  management,  are
necessary  to  a  fair  presentation  of  financial   position  and  results  of
operations.  All such  adjustments are of a normal and recurring  nature.  These
financial  statements  should be read in conjunction with the audited  financial
statements at December 31, 1999, included in the Company's Form 10KSB.



<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.
------------- ------------------------------------------------------------------

RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2000
- ----------------------------------------------------------

The Company had no revenues  for this period in 2000 versus  revenues of $37,676
for the comparable  period in 1999. The cost of sales for 2000 was $826 compared
to $38,829 for the same period in 1999. General and administrative  expenses for
2000 were  $88,471  compared  to $199,077  for 1999.  The net loss for the three
month period in 2000 was  ($89,471)  or ($0.01) per share  compared to a loss of
($200,230) in 1999 or ($0.02) per share.

RESULTS OF  OPERATIONS  FOR THE NINE  MONTH  PERIOD  ENDED  SEPTEMBER  30, 2000
COMPARED TO  THE  SAME PERIOD IN 1999
-------------------------------------------------------------------

The Company had revenues of $34,249 for the nine months ended September 30, 2000
compared to  revenues  of $40,608 in the same period in 1000.  the cost of sales
for 2000 was $47,167 compared to a cost of sales of $46,761 in 1999. General and
administrative  expenses in 2000 were $315,568 compared to $476,513 in 1999. The
net loss for the nine month period in 2000 was  ($378,486)  or ($0.03) per share
compared to a loss of ($482,666) or ($0.05) per share in 1999.

The Company losses will continue  until  business and profitable  operations are
achieved. While the Company is seeking capital sources for investment,  there is
no assurance that capital sources can be found.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

As of  September  30, 2000 the company had $40,614 in current  assets  including
cash of $682 . Current liabilities were $451,995.  The Company will need to make
private  placements  of stock or borrow  funds in order to fund  continuance  of
operations.  There are no  assurances  as to the  ability of the Company to make
such placements or such borrowing.  Subsequent to quarter end the Company made a
private  placement  for $330,000  from sale of  $1,375,000  units  consisting of
shares and warrants.


<PAGE>



PART II--OTHER INFORMATION

Item 1. Legal Proceedings.
- --------------------------

There are no  pending  legal  proceedings,  and the  Company is not aware of any
threatened  legal  proceedings,  to which the Company is a party or to which its
property is subject.

Item 2. Changes in Securities.
- ------------------------------

         (a) There have been no material modifications in any of the instruments
defining  the  rights  of  the  holders  of  any  of  the  Company's  registered
securities.

         (b)  None  of the  rights  evidenced  by  any  class  of the  Company's
registered  securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.

Item 3. Defaults Upon Senior Securities.
- ----------------------------------------

         (Not applicable)

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

         (Not applicable)

Item 5. Other Information.
- --------------------------
         Director Rober Mueller resigned from the Board of Directors in October,
         2000.  He has not been replaced.

         Also see 8K filed June 12, 2000 and 8K filed July 12, 2000.

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

         (a) Exhibits

         No exhibits as set forth in Regulation SB, are considered necessary for
this filing.

         (b) Reports on Form 8-K

             8k dated July 12, 2000


<PAGE>


                                   SIGNATURES


         In accordance with the  requirements of the Securities  Exchange Act of
1934, as amended,  the registrant  caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                                     WTAA INTERNATIONAL, INC.


Date:  December 12, 2000
                                                 /s/ Randy Larson
                                                 ------------------
                                                 Randy Larson, President