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 June 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 11,007,626 shares outstanding as of June 30, 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                                                   3

         Comparative Consolidated Balance Sheets
         as of June 30, 2000 (unaudited) and December 31, 1999                 3

         Comparative Unaudited Consolidated Statements of Operations
         for the six months ended June 30, 2000 and June 30, 1999              5

         Comparative Unaudited Consolidated Statements of Cash Flows for
         the six and three months ended June 30, 2000 and June 30, 1999        6

         Notes to Unaudited Consolidated Financial Statements                  7

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operation                                              12

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                                      15

          (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 JUNE 30, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN U.S. DOLLARS)

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

ASSETS
CURRENT ASSETS
<S>                                                        <C>           <C>
         Cash                                              $   86,916    $    1,000
         Cash-restricted                                           --       107,957
         Accounts receivable,
           net of allowance for doubtful accounts
           of $211,000 as of June 30, 2000 and
           $113,000 as of December 31, 1999                   695,375       333,639
         Common stock receivable                                   --        50,000
         Inventory                                             36,791            --
         License                                              250,000            --
         Other current assets                                  78,267        23,220
                                                           ----------    ----------
              Total current assets                          1,147,349       515,816

PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization                                 473,353       402,396

OTHER ASSETS:
         Customer lists, net                                  177,436       205,436
         Product license, copyrights, trademark
         and concept, net                                     158,425       183,425
         Covenant not to compete, net                          31,685        36,685
         Loan receivable-related party                         14,500        12,750
         Investment in non-marketable equity securities       862,500            --
                                                           ----------    ----------

              Total assets                                 $2,865,248    $1,356,508
                                                           ==========    ==========

LIABILITIES AND SHAREHOLDER'S DEFICIT
CURRENT LIABILITIES

         Accounts payable and accrued expenses             $1,268,449    $1,164,457
         Deferred consulting revenues                         770,417            --
         Deferred tuition                                      27,000        90,451
         Loan payable, bank                                        --       100,015
         Notes payable, related parties, net of debt
           discount                                           201,333       211,000
         Advances, related parties                            324,000            --
         Convertible debt, net of debt discount               234,157            --
                                                           ----------    ----------
              Total current liabilities                     2,825,356     1,565,923

STOCKHOLDERS' DEFICIT
         Common stock; $0.001 par value,
          71,428,571 shares authorized,
          11,840,959 (including 833,333 shares committed
          but not issued) and 11,007,626 shares issued
          and outstanding at June 30, 2000 and December
          31, 2000, respectively                               11,841        11,007
         Additional paid in capital                         5,990,992     5,326,873
         Accumulated deficit                               (5,962,941)   (5,547,295)
                                                           ----------    ----------
              Total stockholders' equity (deficit)             39,892      (209,415)
                                                           ----------    ----------
         Total current liabilities and
         stockholders' deficit                             $2,865,248    $1,356,508
                                                           ==========    ==========
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                                          (unaudited)             (unaudited)
                                                        Six months ended       Six months ended
                                                         June 30, 2000           June 30, 1999
                                                       ------------------     ------------------

<S>                                                        <C>                    <C>
NET REVENUES                                               $2,333,222             $ 1,429,305

COST OF REVENUES                                              659,178                 564,222
                                                           ----------             -----------

GROSS PROFIT                                                1,674,044                 865,083

OPERATING EXPENSES                                          1,807,100               1,830,011

INTEREST EXPENSE                                              282,590                 176,006
                                                           ----------             -----------

NET LOSS                                                   $ (415,646)            $(1,140,934)
                                                           ----------             -----------
NET LOSS PER SHARE
basic and diluted                                          $    (0.04)            $     (0.16)
                                                           ----------             -----------

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
basic and diluted                                          11,285,404               7,046,857

<CAPTION>
                                                          (unaudited)             (unaudited)
                                                       Three months ended     Three months ended
                                                         March 31, 2000         March 31, 1999
                                                       ------------------     ------------------

<S>                                                        <C>                    <C>
NET REVENUES                                               $1,323,588             $   703,594

COST OF REVENUES                                              304,312                 282,269
                                                           ----------             -----------

GROSS PROFIT                                                1,019,276                 421,325

OPERATING EXPENSES                                          1,068,793                 635,773

INTEREST EXPENSE                                              259,882                 105,604
                                                           ----------             -----------

NET LOSS                                                   $ (309,399)            $  (320,052)
                                                           ----------             -----------

NET LOSS PER SHARE
basic and diluted                                          $    (0.03)            $     (0.05)
                                                           ----------             -----------

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
basic and diluted                                          11,563,181               7,106,857
                                                           ----------             -----------
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                                           (unaudited)           (unaudited)
                                                        Six months ended       Six months ended
                                                         June 30, 2000          June 30, 1999
                                                       ------------------     ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>                    <C>
Net loss                                                   $ (415,646)            $(1,140,934)
                                                           ----------             -----------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
USED IN OPERATING ACTIVITIES:
Depreciation and amortization                                 145,676                  94,111
Non-cash revenue                                             (258,750)                     --
Options and stock compensation                                124,353                 855,000
Debt discount amortization and interest expense
 recorded on beneficial conversion                            265,090                 176,006
Changes in operating assets and liabilities
Accounts receivable, net                                     (361,736)               (100,824)
License                                                      (250,000)                     --
Other current assets                                          (91,838)                 32,237
Accounts payable and accrued expenses                         103,992                 (29,955)
Deferred tuition revenue                                      (63,451)                  7,385
Deferred consulting revenue                                   166,667                      --
                                                           ----------             -----------
     Total adjustments                                       (219,997)              1,033,960
                                                           ----------             -----------

     Net cash used in operating activities                   (635,643)               (106,974)
                                                           ----------             -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash-restricted (restriction released)                        107,957                      --
Advances on loan receivable                                    (1,750)                (44,116)
Payments to acquire property, equipment and intangibles      (158,633)                (77,461)
                                                           ----------             -----------

     Net cash used in investing activities                    (52,426)               (121,577)
                                                           ----------             -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party advances, net                     324,000                  45,316
Proceeds from notes payable, related parties                  250,000                 176,006
Proceeds from private placements                                   --                  75,000
Repayment of loan payable, bank                              (100,015)                     --
Proceeds from collection of common stock receivable            50,000                      --
Proceeds from convertible debt                                250,000                      --
                                                           ----------             -----------
     Net cash provided by financing activities                773,985                 296,322
                                                           ----------             -----------

NET INCREASE (DECREASE) IN CASH                                85,916                  67,771

CASH, beginning of year                                         1,000                   7,160
                                                           ----------             -----------

CASH, end of year                                              86,916                  74,931
                                                           ==========             ===========
</TABLE>

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Unaudited for the 6 Months ended June 30, 2000 & 1999)


NOTE 1    BASIS OF PRESENTATION

The financial  statements of  iNetVisionz.com  (the "Company") for the three and
six months ended June 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,  2001. 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  contingencies  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  program 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 6 Months ended June 30, 2000 & 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
revenues 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 require 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.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Unaudited for the 6 Months ended June 30, 2000 & 1999)


NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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.

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,  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 will amortize the license on a straight-line basis over its
term of one  year.  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 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.  Common
equivalent  shares have been excluded from the  calculation of diluted  earnings
per share as their impact would be anti-dilutive.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Unaudited for the 6 Months ended June 30, 2000 & 1999)


NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

SEGMENT:

As substantially all the Company's operations occur at the subsidiary level, and
based on the  Company's  integration  and  management  strategies,  the  Company
currently believes it operates in two business segments, which are as follows:

     -    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 flow.

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.

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. FIN 44 is effective July 1, 2000,
but certain  provisions  cover specific  events that occur after either December
15, 1998,or January 12, 2000. The adoption of certain other provisions of FIN 44
prior  to  March  31,  2000  did not have a  material  effect  on the  financial
statements.  The  Company  does not expect that the  adoption  of the  remaining
provisions will have a material effect on the financial statements.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Unaudited for the 6 Months ended June 30, 2000 & 1999)


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.  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 six months  ended June 30,  2000,  revenues  from the three  largest
customers accounted for approximately 44% of total revenues.

Included in accounts  receivable at June 30, 2000 is approximately  $529,000 due
from these customers.

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 June 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 $48,667.                   $  201,333
                                                                      ==========

The total interest expense accrued on related-party  notes for the three and six
month  periods  ended  June 30,  2000 was  approximately  $10,500  and  $17,500,
respectively.

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

In addition,  in connection  with the 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 six month  periods ended June 30, 2000 was  approximately  $21,500 and
$37,500, respectively.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Unaudited for the 6 Months ended June 30, 2000 & 1999)


NOTE 5    PAYABLES TO RELATED PARTIES, continued

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 June 30, 2000, the advances totaled $324,000.

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 $.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 from the date the debt was issued to the date it becomes  exercisable and
has  recognized  $3,757 in interest  expense for the three and six months  ended
June 30, 2000 in the accompanying Statement of Operations.

NOTE 7    CONTRACTS

The  Company  entered  into  agreements  with  RxAlternative.com  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,  $603,750 of which was deferred at June 30, 2000 based on
the  Company's  estimate of  percentage  complete.  The Company was also granted
100,000  stock options to purchase  100,000  shares of common stock at $1.00 per
share. 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  website  for a total fee of  $240,000  to be
received  through  December  2000.  At June  30,  2000,  no  revenues  had  been
recognized under this agreement.

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 June  30,  2000,  one-third  of the  work  has been
completed;  therefore, the Company recognized $83,333 of revenue and $167,667 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.  The 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.  The shares were not issued  until August 31,
2000,  but the  transaction  is  reflected  at June 30, 2000 as it was  approved
during the quarter ended June 30, 2000.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Unaudited for the 6 Months ended June 30, 2000 & 1999)


NOTE 9    STOCK OPTIONS

During the six  months  ended  June 30,  2000,  the  Company  issued  options to
purchase  809,000 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 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 $.075 in cash.  During the six months ended March
31, 2000, the director vested in 86,723 options for services  provided which was
recorded as $86,723 of accrued legal expense.

In addition,  the Company issued 100,000 warrants in connection with the related
party notes (see Note 5).

The Company canceled 171,000 options during the six months ended March 31, 2000.

NOTE 10   PAYROLL TAX LIABILITY

In April 2000, the Company  negotiated a payment plan on its delinquent  payroll
taxes  including  approximately  $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  related  liability  at June  30,  2000 is
approximately $376,000.

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 six months ended
June 30, 2000 and 1999 is as follows:

                                                 Six Months ended June 30,
                                                 2000                 1999
                                            --------------       --------------
Operating revenues:
     Education and placement                $    1,922,139       $    1,429,305
     Technological consulting                      411,083                   --
                                            --------------       --------------
     Total operating revenues               $    2,333,222       $    1,429,305
                                            ==============       ==============

Operating loss:
     Education and placement                $      (99,980)      $     (964,928)
     Technological consulting                      (33,076)                  --
                                            --------------       --------------
     Net operating loss                     $     (133,056)      $     (964,928)
                                            ==============       ==============

Identifiable assets:
     Education and placement                $    1,730,072       $    1,766,931
     Technological consulting                    1,135,176                   --
                                            --------------       --------------
     Total                                  $    2,865,248       $    1,766,931
                                            ==============       ==============

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Unaudited for the 6 Months ended June 30, 2000 & 1999)


NOTE 11   SEGMENT INFORMATION, continued

Operating loss is revenues minus operating expenses.

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

<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.

SIX MONTHS  ENDING JUNE 30, 2000  (UNAUDITED)  COMPARED TO THE SIX MONTHS ENDING
JUNE 30, 1999 (UNAUDITED).

Revenues  for  the  six-month  period  ended  June  30,  2000  increased  63% to
$2,333,222  from  $1,429,305  in the year ago  period.  Of the  total  increase,
$492,834  is  from  education  and  placement  revenues  and  $411,083  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  $258,750  non-cash  sales  relating to  RxAlternative,
$83,333 in cash sales to Netbizex, a related-party  company, and $69,000 in cash
sales to unrelated parties.

The increase in gross profit from 60.5% in last year's six months ended June 30,
1999 to 72% in the current  year 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  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  $411,083 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 77.5% revenue in the six months ended June 30,
2000 as compared to 128.0% of revenue in the last year's period. The Company had
$1,807,000 in operating  expenses for the six-month  period ended June 30, 2000,
as  compared to  $1,830,011  of such  expense  for the same period in 1999.  The
decrease  in  operating   expenses  is  primarily   attributed  to  $855,000  of
non-recurring non-cash options and stock compensation expense in 1999, offset by
an increase in  facilities  and the number of  employees  and key  personnel  to
accommodate the growing needs of the Company in 2000.

Interest expense  increased from $176,006 in the six-month period ended June 30,
1999 to $282,590 in the  six-month  period ended June 30, 2000.  The increase is
primarily  attributed to a non-cash charge of $224,000 related to the beneficial
conversion  of notes  payable  and other  non-cash  debt  discount  amortization
totaling  $41,000  in 2000,  offset by the  non-cash  beneficial  conversion  of
$176,000 recorded in 1999.

As a result of the above  factors,  net loss  decreased to $(415,646) or $(0.04)
per share in 2000 from a net loss of $(1,140,934) or $(0.16) per share in 1999.

THREE  MONTHS  ENDING JUNE 30,  2000  (UNAUDITED)  COMPARED TO THE THREE  MONTHS
ENDING JUNE 30, 1999 (UNAUDITED).

Revenues  for the  three-month  period  ended  June 30,  2000  increased  88% to
$1,323,588 from $703,594 in the year ago period. Of the total increase, $208,911
is from  education  and  placement  revenues and $411,083 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  $258,750  non-cash sales relating to  RxAlternative,  $83,333 in cash
sales to  Netbizex,  a  related-party  company,  and  $69,000  in cash  sales to
unrelated parties.

<PAGE>

The  increase in gross profit from 59.9% in the three months ended June 30, 1999
to 77.0% in the three months ended June 30, 2000, 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  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  $411,083 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 80.7% of revenue in the three months ended June
30, 2000 as compared to 90.4% of revenue in the last year's period.  The Company
had  $1,068,739  in operating  expenses for the quarter  ended June 30, 2000, as
compared to $635,773 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 increased from $105,604 in the three months ended June 30, 1999
to $259,882 in the three months  ended June 30, 2000.  The increase is primarily
attributed to a non-cash charge of $224,000 related to the beneficial conversion
of notes payable and other non-cash debt discount amortization totaling $21,000,
offset by the non-cash beneficial conversion of $106,000 recorded in 1999.

As a result of the above  factors,  net loss  decreased to $(309,399) or $(0.03)
per share in 2000 from a net loss of $(320,052) or $(0.05) per share in 1999.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2000, the Company had cash and cash equivalent balance of $86,916
as compared to $1,000 as of December 31, 1999.

Gross accounts receivable at June 30, 2000 was approximately  $906,000 or 44% of
the cash revenues  recorded for the six-month  period ended June 30, 2000. These
accounts   primarily   represent   sales  of  $708,000  to  customers  that  are
traditionally  slow  payers;  of this  total,  approximately  $206,000  has been
collected after June 30, 2000.  Management routinely assesses 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 $528,669 from $106,974 to
$635,643  for the six months  ended June 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 $52,426 for the six months ended as compared
to $121,577 in the corresponding period last year.

Cash  provided  by  financing  activities  amounted  to  $773,985 as compared to
$296,322 in the same period last year. The increase primarily reflects increased
borrowing from related parties.

The Company  intends to fund future  capital  expenditures  and working  capital
requirements  through  anticipated  cash flows  from  operations.  Although  the
Company believes that funding will be sufficient,  the Company may also consider
the use of funds from other  external  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  guaranty  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.

     In December 1999, Laguna Pacific Partners, LLP and Knightrider Investments,
     Inc.  provided  $150,000  and  $100,000,  respectively,  through  a secured
     promissory  note  financing.  In May 2000, the Company  determined  that it
     would  be  unable  to pay back  these  sums and as a  result,  the  Company
     negotiated  to convert each of these  investments  into  475,000  shares to
     Strawberry Canyon Capital, Inc., 25,000 to Laguna Pacific Partners, LLP and
     333,333 shares to Knightrider Investments,  Inc. Strawberry Canyon Capital,
     Inc.  paid to Laguna  Pacific  Partners,  LLP under this  bridge  facility.
     Lawrence W. Horwitz, Director, is the sole shareholder of Strawberry Canyon
     Capital, Inc. one of the general partners of Laguna Pacific Partners,  LLP.
     Laguna  Pacific  Partners,  LLP  and  Knightrider  Investments,   Inc.  are
     accredited   investors.   The  Company   relied  upon  an  exemption   from
     registration  available  under  Section 4(2) of the Act when issuing  these
     securities to these investors.

ITEM 3.   DEFAULT UPON SENIOR SECURITIES.

     None

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

     None.

ITEM 5.   OTHER INFORMATION.

     Changes in Registrant's Certifying Accountant

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
replaces Kabani & Company,  Inc., Certified Public Accountants  ("Kabani"),  who
had been retained by the Company as its  independent  accountant  solely for the
purposes of the review of the  Company's  quarterly  statements  for the quarter
ending March 31, 2000,  and becomes the Company's  principal  accountants  as of
August 14, 2000.  Kabani's review of the March 31, 2000 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 as its actions
consisted of a review only. The engagement of Corbin & Wertz was approved by the
Board of Directors.

During the Registrant's  period in which Kabani was retained  commencing May 11,
2000 and ending August 14, 2000 preceding  such  registration,  declination,  or
dismissal,  there were no disagreements  with Kabani 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 this  Form 8-K was sent to Kabani  and a letter  from  Kabani  stating
whether or not they agree with the disclosures contained in this Form 10-QSB has
been requested and will be filed as an Amendment to this 10-QSB within 2 days of
receipt by  Registrant,  but no later than 10 days from the date of filing  this
Form 10-QSB.

<PAGE>

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

     (a)  Exhibits:

     (b)  Reports on Form 8-K

     On May 17,  2000 the  Company  filed a Form 8-K to report  that  Kabani and
Associates,  Inc. had replaced  Stonefield  Josephson as the Company's certified
public accountants for reporting purposes.

     On June 5, 2000 the Company  filed a Form 8-K/A to report  that  Stonefield
Josephson agreed with the Company's statements in the May 17, 2000 Form 8-K.

                                   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