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 March 31, 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 at March 31, 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

        Letter from Accountant                                                 3

        Comparative Consolidated Balance Sheets for the 3 months
        ended March 31, 2000 (unaudited) and December 31, 1999                 4

        Comparative Unaudited Consolidated Statements of Operations
        for the 3 months ended March 31, 2000 and March 31, 1999               6

        Comparative Unaudited Consolidated Statements of Cash Flows
        for the 3 months ended March 31, 2000 and March 31, 1999               7

        Notes to Unaudited Consolidated Financial Statements                   8

Item 2. Management's  Discussion  and  Analysis  of  Financial
        Condition  and Results of Operation                                   17

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                     19

Item 2. Changes in Securities and Use of Proceeds                             19

Item 3. Defaults Upon Senior Securities                                       19

Item 4. Submission of Matters to a Vote of Security Holders                   19

Item 5. Other Information                                                     19

Item 6. Exhibits and Reports of Form 8-K                                      19

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

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.

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

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

ASSETS
CURRENT ASSETS
<S>                                                        <C>           <C>
         Cash                                              $   43,605    $    1,000
         Cash-restricted                                           --       107,957
         Accounts receivable,
           net of allowance for doubtful accounts
           of $173,000 as of March 31, 2000 and
           $113,000 as of December 31, 1999                   630,131       333,639
         Common stock receivable                                   --        50,000
         Other current assets                                  10,635        23,220
                                                           ----------    ----------
              Total current assets                            684,371       515,816

PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization                                 486,377       402,396

OTHER ASSETS:

         Customer lists, net                                  191,436       205,436
         Product license, copyrights, trademark
         and concept, net                                     170,925       183,425
         Covenant not to compete, net                          34,185        36,685
         Loan receivable-related party                         13,750        12,750
         Investment in non-marketable equity securities       862,500            --
                                                           ----------    ----------

              Total assets                                 $2,443,544    $1,356,508
                                                           ==========    ==========
</TABLE>

<PAGE>

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

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

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
<S>                                                        <C>           <C>
         Accounts payable and accrued expenses             $1,246,245    $1,164,457
         Deferred tuition                                      37,352        90,451
         Deferred consulting revenues                         862,500            --
         Loan payable, bank                                        --       100,015
         Notes payable, related parties, net of
           debt discount                                      403,833       211,000
          Advances, related parties                            80,000            --
                                                           ----------    ----------
              Total current liabilities                     2,629,930     1,565,923

STOCKHOLDERS' DEFICIT
         Common stock; $0.001 par value,
         71,428,571 shares authorized,
         11,007,626 shares issued and outstanding              11,007        11,007
         Additional paid in capital                         5,456,149     5,326,873
         Accumulated deficit                               (5,653,542)   (5,547,295)
                                                           ----------    ----------
              Total stockholders' deficit                    (186,386)     (209,415)
                                                           ----------    ----------
         Total current liabilities and                     $2,443,544    $1,356,508
         stockholders' deficit                             ===========   ==========
</TABLE>

<PAGE>

INETVISIONZ.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDING MARCH 31, 2000 AND MARCH 31, 1999,
(AMOUNTS EXPRESSED IN U.S. DOLLARS)

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

<S>                                                        <C>                    <C>
NET REVENUES                                               $1,009,634             $  725,711

COST OF REVENUES                                              354,866                281,953
                                                           ----------             ----------

GROSS PROFIT                                                  654,768                443,758

OPERATING EXPENSES                                            738,307              1,194,238

INTEREST EXPENSE                                               22,708                 70,402
                                                           ----------             ----------
NET LOSS                                                   $ (106,247)            $ (820,882)
                                                           ==========             ==========

NET LOSS PER SHARE                                         $    (0.01)            $    (0.12)
 basic and diluted                                         ==========             ===========

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING
basic and diluted                                          11,007,626              6,906,857
                                                           ==========             ==========
</TABLE>

<PAGE>

INETVISIONZ.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999
(AMOUNTS EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                           (Unaudited)            (Unaudited)
                                                             as at                  as at
                                                         March 31, 2000         March 31, 1999
                                                       ------------------     ------------------

CASH FLOWS  FROM OPERATING ACTIVITIES:
<S>                                                        <C>                    <C>
Net loss                                                   $ (106,247)            $ (820,882)
                                                           ----------             ----------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED
IN OPERATING ACTIVITIES:
Depreciation and amortization                                  70,676                 70,000
Options and stock compensation                                 56,276                742,500
Debt discount amortization and interest expense recorded
 on beneficial conversion                                      15,833                 70,402
Changes in operating assets and liabilities:
Accounts receivable                                          (296,492)                (8,578)
Other current assets                                           12,585                 (7,124)
Accounts payable and accrued expenses                          81,788                 (5,982)
Deferred tuition                                              (53,099)               (83,338)
                                                           ----------             ----------
     Total adjustments                                       (112,433)               777,880
                                                           ----------             ----------
     Net cash used in operating activities                   (218,680)               (43,002)
                                                           ----------             ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash-restricted (restriction released)                        107,957                     --
Advances on loan receivable                                    (1,000)                (2,300)
Payments to acquire property, equipment and intangibles      (125,657)               (75,000)
                                                           ----------             ----------
     Net cash used in investing activities                    (18,700)               (77,300)
                                                           ----------             ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from related party advances                       80,000                (51,402)
Proceeds from notes payable, related parties                  250,000                 70,402
Proceeds from private placements                                   --                 75,000
Repayment of loan payable, bank                              (100,015)                    --
Proceeds from collection of common stock receivable            50,000                 23,692
                                                           ----------             ----------
     Net cash provided by financing activities                279,985                117,692
                                                           ----------             ----------
NET INCREASE (DECREASE) IN CASH                                42,605                 (2,610)
CASH, beginning of period                                       1,000                  4,066
                                                           ----------             ----------
CASH, end of period                                        $   43,605             $    1,456
                                                           ==========             ==========
</TABLE>

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           (Unaudited for the 3 Months ended March 31, 2000 and 1999)


NOTE 1    BASIS OF PRESENTATION

The financial statements of iNetVisionz.com,  Inc. (the "Company") for the three
months ended March 31, 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  subsidiary,
Inetversity, Inc. 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 3 Months ended March 31, 2000 and 1999)


NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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

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

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

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

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

CONSULTING REVENUES

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

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

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           (Unaudited for the 3 Months ended March 31, 2000 and 1999)


NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

DEFERRED TUITION REVENUES

Deferred tuition 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 6).

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.

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;

     -    Provide corporations e-commerce solutions through web consulting.

During the quarter ended March 31, 2000 and 1999, the Company operated primarily
to provide  education  through the Internet and traditional  classroom  tuition,
which accounted for 98% and 100% of the Company's operations,  respectively. The
other  2%  of  the  Company's   operation   during  these  periods  was  in  the
web-consulting  and  e-commerce   division.   Therefore,   no  separate  segment
disclosures have been provided in these financial statements.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           (Unaudited for the 3 Months ended March 31, 2000 and 1999)


NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

RECENT ACCOUNTING PRONOUNCEMENTS:

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

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

In  March  2000,  the  FASB  issued  FASB  Interpretation  No.  44  ("FIN  44"),
"Accounting  for  Certain   Transactions   involving  Stock   Compensation,   an
interpretation  of APB Opinion 25." FIN 44 clarifies the  application  of APB 25
for (a) the  definition  of employee  for  purposes of applying  APB 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 these  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.

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.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           (Unaudited for the 3 Months ended March 31, 2000 and 1999)


NOTE 4    MAJOR CUSTOMER

During  the  quarter  ended  March  31,2000  and 1999,  revenues  under the JTPA
accounted  for  approximately  45% and 34%,  respectively,  of  total  revenues.
Included in accounts receivable at March 31, 2000 is approximately  $270,000 due
from various agencies under the JTPA.

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 March 31, 2000:

     Unsecured  promissory  notes,  bearing  interest  at 8%  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
     (December  2000) or the  raising  of at least $1  million in
     equity financing,  whichever is earlier,  net of unamortized
     discount of $29,250.                                             $  220,750

     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 $66,917.                      183,083
                                                                      ----------
                                                                      $  403,833
                                                                      ==========

The total interest expense accrued on the above notes for the three month period
ended March 31, 2000 was approximately $7,000.

In addition,  in connection with the 9% unsecured  promissory notes, the Company
issued  warrants to purchase a total of 100,000  shares of common stock at $0.80
per share, expiring in 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 the debt discount  amortization for
the three month period ended March 31, 2000 was approximately $16,000.

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 March 31, the advances totaled $80,000.

<PAGE>

                              INETVISIONZ.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           (Unaudited for the 3 Months ended March 31, 2000 and 1999)


NOTE 6    CONTRACTS

The Company entered into agreements with  RxAlternative  to develop two websites
starting  January 2000 and provide  monthly  technical  support and  maintenance
services over a period of one year.  Pursuant to these  agreements,  the Company
received 750,000 shares of RxAlternative's (a private company) restricted common
shares (4.17%  undiluted  interest of  RxAlternative)  valued at $1.15 per share
(based on recent  private sales of  RxAlternative  stock) for total  revenues of
$862,500, all of which was deferred at March 31, 2000 as the Company had not yet
begun the  project.  The  Company  was also  granted  100,000  stock  options to
purchase  100,000  shares of  common  stock at $1.00 per  share.  In a  separate
agreement,  the Company  will also  receive  $10,000  per month for  maintenance
services for up to 40  man-hours  of services  rendered and plans to record this
revenue over the term of the agreement upon satisfactory  completion of services
and acceptance by RxAlternative.

NOTE 7    STOCK OPTIONS AND WARRANTS

During the three  months  ended March 31, 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 $0.75 in cash.  During  the  three  months  ended
March 31, 2000,  the  director  vested in 18,646  options for services  provided
which was recorded as $18,646 of accrued legal expense.

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

The Company cancelled 171,000 options during the quarter ended March 31, 2000.

NOTE 8    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 March  31,  2000 is
approximately $421,000.

<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.

THREE  MONTHS  ENDING  MARCH 31, 2000  (UNAUDITED)  COMPARED TO THE THREE MONTHS
ENDING MARCH 31, 1999 (UNAUDITED).

The following table sets forth certain items on a percentage of revenue:

<TABLE>
<CAPTION>
                                                          (UNAUDITED)            (UNAUDITED)
                                                       Three Months Ended     Three Months Ended
                                                         March 31, 2000         March 31, 1999
                                                       ------------------     ------------------

<S>                                                             <C>                    <C>
Net Revenue                                                     100.0%                 100.0%
Cost of Revenue                                                  35.1%                  38.8%
                                                           ----------             ----------
Gross Profit                                                     64.9%                  61.2%

Operating Expenses                                               73.2%                 164.6%

Interest Expense                                                  2.2%                   9.7%
                                                           ----------             ----------

Net Loss                                                        (10.5%)               (113.1%)
                                                           ==========             ==========
</TABLE>

Revenues  for the three month  period  ended March 31, 2000  increased  39.1% to
$1,009,634  from  $725,711  in the year ago period,  essentially  all related to
education.  The  revenue  increase  reflected  strong  demand  in the  technical
training field

The increase in gross  profit from 61.2% in last year's first  quarter to 64.9%,
in the current  quarter,  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.

Operating expenses decreased to 73.2% of revenues in the quarter ended March 31,
2000 as  compared to 164.6% of  revenues  in 1999.  The Company had  $738,207 in
operating  expenses  for the  quarter  ended  March 31,  2000,  as  compared  to
$1,194,238  of such  expense  for the same  period  in  1999.  The  decrease  is
primarily   attributed  to  a  $686,000   reduction  in  non-cash  stock  option
compensation expense,  offset by increases in personnel costs to accommodate the
growing needs of the Company.

Interest  expense  decreased  from  $70,402 in 1999 to  $22,708 in 2000,  due to
reductions in non-cash  interest  expense.  In 1999,  the Company had beneficial
conversion expense related to related-party notes payable that were converted in
1999. No such debt existed in 2000.

As a result of the above  factors,  net loss  decreased to $106,247 or $0.01 per
share in 2000 from $820,882 or $0.12 per share in 1999.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of March 31,  2000,  the  Company  had cash and cash  equivalent  balance  of
$43,605 as compared to $1,000 as of December 31, 1999. Gross accounts receivable
at March 31, 2000 was approximately $691,000 or 68% of the revenues recorded for
the three month period ended March 31, 2000.  These amounts  represent  sales of
$422,000  to  customers  that are  traditionally  slow  payers;  of this  total,
approximately  $229,000  has been  collected  through May 18,  2000.  Management
routinely  assesses  the  collectibility  of  these  receivables  and  maintains
reserves  that  are  adequate  based  on  management's   detailed  analysis  and
historical experience.

Net investing  activities consumed $18,700 in the current quarter as compared to
$77,300 in the  corresponding  period  last year.  The  Company  intends to find
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  independent  certified  public  accountants  have stated in their
report  included  in the  Company's  Amended  Form  10-SB,  that the Company has
incurred losses from operations, has negative cash flows from operations and has
a net capital  deficiency.  These conditions raise  substantial  doubt about the
Company's ability to continue as a going concern.

Cash  provided  by  financing  activities  amounted  to  $279,985 as compared to
$117,692 in the same period last year. The increase primarily reflects borrowing
from related parties.

Cash used in operating  activities  consumed  $218,680 as compared to $43,002 in
the same period last year, mainly due to increases in accounts  receivable.  The
increase in  accounts  receivable  by $296,492 in the current  quarter is due to
increase in business with Government  agencies.  The  Governmental  agencies are
typically, slower in repayment of dues.

<PAGE>

                           PART II OTHER INFORMATION.


ITEM 1.   LEGAL PROCEEDINGS

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

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None

ITEM 3.   DEFAULT UPON SENIOR SECURITIES.

     None

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

     None.

ITEM 5.   OTHER INFORMATION.

     None.

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

     (a)  Exhibits: None

     (b)  Reports on Form 8-K

     None.

                                   SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
Registrant  caused  this  amended  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