[DESCRIPTION]        FORM 10KSB FOR YEAR ENDED FEBRUARY 28, 1998








































                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                               FORM 10-KSB
(Mark One)

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 
        OF 1934 

                             For the fiscal year ended       February 28, 1998 
    

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
        ACT OF 1934 
                             For the transition period from              to
            

                             Commission File Number        033-05844-NY       

                            WORLD INTERNETWORKS, INC.                      
               (Name of small business   issuer in its charter)

             Nevada                                     87-0443026             
     (State of incorporation)                       (I.R.S. Employer
                                                    Identification No.)

               5152 North Edgewood Drive, Suite 250, Provo, Utah   84604      
                   (Address of principal executive offices)     (Zip Code)

Issuer's telephone number ( 801 )    426-1500   

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class       Name of each exchange on which registered
   Common Stock, $0.001 par value                      None                    
               
Securities registered pursuant to Section 12(g) of the Act:    None   

        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.   
(1)  Yes [X]     No [ ]     (2)    Yes [ X]     No  [ ]

        Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.     [ ]

        Issuer's revenues for its most recent fiscal year: $ 7,762,125         
                   

        Aggregate market value of the voting stock of the issuer held by
non-affiliates on April 6, 1998, based upon a closing sale price of $1.00 per
share, was approximately $3,837,156.  Shares of the issuer's common stock held
by officers and directors, and other persons that may be deemed affiliates  of
the issuer, have been excluded from calculation of such aggregate market
value.

        The number of shares outstanding of the issuer's common stock as of
April 6, 1998 was 13,822,776 shares.

        Transitional Small Business Disclosure Format (Check One):  Yes [ ]    
No [X]
<PAGE>                                                        
                        FORWARD-LOOKING STATEMENTS
                                     
        IN ADDITION TO HISTORICAL INFORMATION, THIS FORM 10-KSB ANNUAL REPORT
CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995, AND THE COMPANY DESIRES TO FALL
WITHIN THE "SAFE HARBOR" PROVISIONS THEREOF.  THIS STATEMENT IS INCLUDED
HEREIN FOR THE EXPRESS PURPOSE OF AVAILING THE COMPANY OF THE PROTECTIONS OF
SUCH SAFE HARBOR WITH RESPECT TO ALL OF THE FORWARD-LOOKING STATEMENTS
CONTAINED HEREIN.  SUCH FORWARD-LOOKING STATEMENTS REFLECT THE CURRENT VIEWS
OF THE COMPANY AND ITS MANAGEMENT WITH RESPECT TO FUTURE EVENTS AND FINANCIAL
PERFORMANCE, AND ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, WHICH COULD
CAUSE ACTUAL RESULTS TO DIFFER SUBSTANTIALLY FROM HISTORICAL RESULTS OR
ANTICIPATED RESULTS.  IN THIS ANNUAL REPORT, THE WORDS "ANTICIPATES,"
"BELIEVES," "EXPECTS," "INTENDS," "FUTURE," "PROJECTED" AND SIMILAR
EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS.  READERS ARE CAUTIONED TO
CONSIDER SPECIFIC RISK FACTORS DESCRIBED HEREIN (SEE ITEM 6 "MANAGEMENT'S PLAN
OF OPERATIONS," UNDER THE SUBHEADING "FACTORS THAT COULD AFFECT THE COMPANY'S
ABILITY TO ACHIEVE ITS OBJECTIVES") AND NOT TO PLACE UNDUE DISCUSSION AND
ANALYSIS, OR RELIANCE, ON THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN,
WHICH SPEAK ONLY AS OF THE DATE HEREOF.  THE COMPANY UNDERTAKES NO OBLIGATION
TO PUBLICLY REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR
CIRCUMSTANCES THAT MAY ARISE AFTER THE DATE HEREOF.
<PAGE>
                                  PART I
                                    
    Item 1.   Description of Business.
    
    GENERAL INFORMATION    
    -------------------

        World InterNetWorks, Inc., a Nevada corporation (the "Company"
    or "WI"), through its wholly-owned subsidiary, World Internet
    Marketplace, Inc., a Utah corporation ("WI Marketplace"), is engaged
    in the direct distribution of products and services relating to
    commerce on the Internet.  Such products and services are sold and
    distributed through an extensive and growing network of independent
    distributors.  Unless otherwise noted herein or implied in context,
    reference to "WI" or the "Company" means World InterNetWorks, Inc., a
    Nevada corporation, including its subsidiary, World Internet
    Marketplace, Inc.
    
        Substantially all of the Company's revenues are derived from
    two general categories of products and services provided by WI
    Marketplace.  First, WI Marketplace provides products and services
    directly relating to the Internet and the World Wide Web, including
    personal and commercial web site development and maintenance and
    Internet training.  Second, WI Marketplace operates a "virtual mall"
    (the "WI Mall") on an Internet site on the World Wide Web, at the
    domain name address "www.wimall.com".  The WI Mall functions as an
    online department store, offering a selection of thousands of
    products grouped into numerous categories, such as electronics,
    computers, sporting goods, apparel, jewelry and others.
        
        At present, the Company intends to expand its offering of
    Internet-related products to include state-of-the-art software and
    other materials designed to train Internet users on effective
    utilization of the Internet for online commerce, and other
    educational uses.
    
    BUSINESS ON THE INTERNET
    ------------------------
    
        The number of people who access the Internet is steadily
    increasing.  Current statistics provided by a recent Commerce
    Net/Nielsen Media survey shows that 23% of the total population of
    the United States and Canada (or approximately 50.6 million people)
    are regularly using the Internet.  Other groups, such as Jupiter
    Communications, have estimated that at least 20 million people access
    the Internet at least once every week.  Various surveys have
    indicated that this number is increasing exponentially.
    
        The huge number of world-wide users, and the relative ease of
    use, has made the Internet an attractive and increasingly popular
    medium for a variety of online businesses.  International Data
    Corporation has estimated that the volume of Internet commerce will
    grow from approximately $318 million in 1995 to nearly $100 billion
    annually by the year 2000.  Advertising, marketing, training,
    research and direct sales are all examples of business applications
    for the Internet.  Mass marketing over the Internet has already begun
    to eliminate the need for costly print advertising.  Likewise,
    "middleman" distributors are diminishing in significance as
    manufacturers begin to sell their products directly to consumers over
    the Internet.  Unlike traditional retailers, Internet retailers do
    not incur cumbersome costs of managing and maintaining a significant
    tangible infrastructure, such as a store or chain of stores, or the
    costs of advertising and mailing. These costs savings, and the rapid
    communication capabilities of the Internet, allow for potential
    access to a large, global customer base at a relatively low economic
    cost.
    
        Challenges to Successful Online Commerce
        ----------------------------------------
    
        One challenge to selling products or services on the Internet
    is advertising or web site popularization.  The number of web sites
    on the Internet is innumerable, and is increasing daily.  Many online
    businesses may fail due to a lack of "traffic" to their web site. 
    Online businesses can advertise their web site through traditional
    means.  For example, a company might advertise its web site in its
    television commercials by showing a subtitle of its domain name
    address.  The web sites of other online businesses are popularized
    through "links" from other sites, or by receiving recognition for
    superior graphics or layout from an online rating service, "browser"
    or "search engine."
    
        Another challenge for Internet commerce derives from the
    constantly changing demographics of Internet users.  The September
    1997 issue of Information Strategy Online states that half of the
    Internet users were professionals and managers only a year ago.  At
    present, that proportion has dropped closer to 39%, and continues to
    fall.  Women are the fastest growing segment of the Internet
    population, now accounting for more than 40% of all users.  Shifting
    demographics present a challenge to Internet commerce to deal
    effectively with a wide variety of users, all at varying levels of
    technological sophistication.
     
        Still another challenge is presented by the rapid technological
    changes confronting Internet commerce.  To remain competitive, an
    online business must stay abreast of newly emerging industry
    standards and new technologies.  However, for smaller businesses or
    individuals, it is often cost-prohibitive to make every new
    enhancement or improvement to the responsiveness, functionality and
    appearance of an Internet site.  The inability to adapt in the face
    of rapid technological changes in Internet technologies, however, can
    render an Internet site obsolete.  
    
    BUSINESS DEVELOPMENT
    --------------------
    
        Corporate Organizational History
        --------------------------------
    
        The Company was incorporated on March 17, 1986, with authorized
    common stock of 500,000,000 shares at $0.001 par value.  
    
        On August 27, 1996, the Company effected a reverse stock split
    on a 250 for 1 basis, and acquired all of the stock of Wealth
    International, Inc., a Utah corporation ( Wealth Utah ), in exchange
    for 4,200,000 shares of the Company's common stock (the  Exchange ). 
    The Exchange was deemed a reverse acquisition, and the shareholders
    of Wealth Utah became the controlling shareholders of the Company. 
    As a result of this transaction, Wealth Utah became a wholly-owned
    subsidiary of the Company.  On October 25, 1996, the Company's common
    stock was forward split on a 1 for 4 basis.
    
        Prior to August 27, 1996, the Company was essentially a dormant
    corporation, with no material assets or liabilities.  The Company's
    only material transaction in the three fiscal years prior to August
    27, 1996, involved the acquisition on June 7, 1994 of Louis Siegal
    Associates, Inc., a California corporation ( LSA ), in exchange for
    400,000 shares of the Company's common stock.  LSA operated several
    retail floor covering outlets.  In connection with the acquisition of
    LSA, an additional 5,000,000 shares of the Company's common stock was
    issued on October 24, 1994, for $300,000.  On August 14, 1995, the
    LSA acquisition was mutually rescinded by the parties to the
    transaction for failure of consideration, and 4,950,000 shares of the
    Company's common stock were returned to the Company and canceled on
    August 17, 1995.
    
        On April 1, 1997, the Board of Directors of Wealth Utah
    approved an amendment to its Articles of Incorporation to change its
    name to World Internet Marketplace, Inc., which name change was
    effective July 3, 1997.  On January 26, 1998, the Board of Directors
    of Wealth Nevada approved an amendment to its Articles of
    Incorporation to change its name to World InterNetWorks, Inc., which
    name change was effective March 30, 1998.  Such corporate name change
    was made in order to better conform the name of the corporation to
    its principal business.  For further information regarding the
    formation of the Company see the fiscal year 1997 Form 10-KSB Annual
    Report previously filed by the Company with the Securities and
    Exchange Commission. 
    
        A Network of Independent Internet Storefront Owners
        ---------------------------------------------------
    
        WI Marketplace has developed a personalized method of Internet
    commerce designed to meet such challenges on behalf of smaller
    business and individuals.  WI Marketplace popularizes the WI Mall web
    site through a direct distribution organization of Independent
    Storefront Owners ("ISOs").  Such ISOs market and sell the products
    and services offered in the WI Mall, as well as other Internet-
    related products and services, such as personal web site design,
    development and maintenance.  Each ISO owns a "storefront" to the WI
    Mall, through which they can access the WI Mall, as well as provide
    similar access to their customers.  See  Description of Business WI
    Marketplace Products and Services. 
    
        The philosophy of network marketing or direct distribution is
    based on the idea that a strong, personal recommendation from someone
    who has had a favorable experience with the WI Marketplace products
    and services is more persuasive advertising than an impersonal
    recommendation from a total stranger.  Under the WI Marketplace
    compensation plan, substantially all of the products and services
    provided by WI Marketplace are exclusively sold to and distributed by
    the ISOs.  The ISOs are not agents or employees of the Company or WI
    Marketplace, but rather contract with WI Marketplace to become
    authorized independent distributors who can purchase products and
    services directly from WI Marketplace for resale or personal
    consumption.
    
        According to surveys of the industry, more than $75 billion of
    products and services were sold annually in recent years by direct
    distribution methods.  This industry has been growing rapidly, a
    significant cause of which has been the increasing worldwide use of
    the Internet.  The resulting capabilities of rapid communication,
    combined with the consequential decreasing significance of
    geographical borders, makes direct distribution an attractive
    replacement for traditional localized retail stores.  The Company
    believes that the WI Marketplace network marketing approach to
    selling its products and services is superior to traditional
    retailing in a number of ways: (1) a consumer can be introduced to a
    product by a friend or family member, which can be a much more
    convenient and reliable source of information than a print
    advertisement or the like; (2) a consumer can receive personalized
    information from an ISO, who has personal experience with the
    products and services provided by WI Marketplace; and (3) an ISO is
    much more likely to follow-up with a consumer, who is a friend or
    family member, to offer assistance and product updates.
    
        The Company's success, and the success of its subsidiary, is
    contingent upon the success of its ISOs.  See  Management s
    Discussion and Analysis or Plan of Operation Certain Factors Expected
    to Impact Operating Results Reliance on Network of ISOs.   As a
    result, WI Marketplace has developed an ISO Service Center to provide
    customer service to its ISOs.  In this regard, WI Marketplace
    produces pamphlets, video and audio tapes, and seminar programs to
    educate ISOs and their customers.  See  Description of Business WI
    Marketplace Products and Services.   These training materials are
    produced both internally and in conjunction with leaders in the
    direct distribution training industry.  From time to time, WI
    Marketplace engages the services of outside experts in the direct
    distribution consultation and training field to provide additional
    support to the ISOs.
    
    WI MARKETPLACE PRODUCTS AND SERVICES
    ------------------------------------

        The products and services offered by WI Marketplace generally
    consist of personal and commercial Internet sites, various
    merchandise catalogued and displayed on the WI Mall, and educational,
    training and sales aids products.
    
        Personal and Commercial Internet Sites
        --------------------------------------
    
        WI Marketplace employs a staff of in-house computer programmers
    and Internet site developers, offering customized design services to
    individuals, as well as businesses and organizations.  At present,
    the majority of new Internet site design services performed by WI
    Marketplace are directed at personal sites for new ISOs.
    
        Upon approval of a properly completed application form, a new
    ISO may purchase a personalized Internet web page that, among other
    things, links directly to the WI Mall.  Software applications
    developed by WI Marketplace, and available to its customers, allow
    any ISO Internet site owner to easily customize and update its
    individual web page online, at no additional charge.  Because of
    economies resulting from its substantial experience in creating ISO
    Internet web pages, WI Marketplace is able to offer ISO Internet web
    page design services at a price it believes is affordable to new
    participants in the WI Marketplace program.
    
        The WI Mall and Merchandise
        ---------------------------
    
        The WI Mall, located at  http://www.wimall.com,  is a
    diversified, online department store.  In the WI Mall, WI Marketplace
    uses state-of-the-art technology to deliver a visually appealing and
    user-friendly Internet shopping site. The WI Mall offers a daily
     Deal of the Day,  which highlights particular bargains, as well as
    periodic drawings for various free items.   Point-and-click 
    technology allows customers of the WI Mall to browse through a
    variety of product categories, or  stores,  in the WI Mall gallery,
    placing items into, or removing items from, a virtual  shopping
    basket.   To make a purchase, customers are guided through a payment
    process, including online submission of shipping details and credit
    card information.
    
        Customers of the WI Mall obtain access through the ISOs 
    Internet web pages, called  storefronts,  which link directly into
    the WI Mall. ISOs promote and advertise their  storefront  in a
    manner similar to a store owner in a traditional, real estate based
    mall or department store, as well as through methods of modern,
    electronic communication.  ISOs market the products catalogued in the
    WI Mall and offer training in Internet use and online commerce to
    their customers.  The WI Mall may be viewed by visitors at the WI
    Mall domain name address set forth above; with such  purchases of
    merchandise offered in the WI Mall, visitors assigned to a storefront
    owned and operated by an ISO for visitors and potential customers who
    access the WI Mall through other means are invited to browse, and, if
    they want to make a purchase, are offered simple instructions on how
    to proceed.
    
        A proprietary software tracking system, called  WI Link, 
    enables WI Marketplace to track and record each sale of merchandise
    that occurs through a particular  storefront.   The ISO who owns such
     storefront  is automatically credited with sales commissions, in
    accordance with the WI Marketplace compensation program.
    
        WI Marketplace stocks the WI Mall with a broad spectrum of
    products, including well-known, brand name products in various
    categories.  Categories currently offered in the WI Mall include
    clothing, electronics, computers and peripherals, sporting goods,
    books, music, toys and travel.  The products actually offered and
    catalogued in the WI Mall are changed and updated from time to time,
    adding new product categories and eliminating old ones.
    
        WI Marketplace employs a staff of buyers who identify and
    negotiate vendor and supplier arrangements with manufacturers and
    distributors.  In general, products purchased in the WI Mall are
    shipped to the purchaser directly from the manufacturer, which
    eliminates excessive warehousing costs.   As of February, 1998, WI
    Mall is receiving more than 6,500,000  hits  per month.  Based on
    this volume of traffic, WI Marketplace anticipates that the pricing
    terms can be obtained from manufacturers for WI Mall products will
    improve.
                  
         Sales Aids
         ----------
    
        WI Marketplace produces and sells various informational and
    educational materials to assist its direct distributors in building
    their own businesses, and in marketing and distributing the products
    and services offered by WI Marketplace.  Among such materials are
    (i)advertising brochures, pamphlets, and signage;  (ii) Internet-
    related educational and training materials; 
    (iii) product brochures describing the WI Marketplace products and
    services;  (iv) audio tapes describing WI Marketplace, explaining
    methods of direct distribution, and offering training and support;
    and (v)  business forms and lists designed to assist individual
    direct distributors in operating an effective business.
    
        WI Marketplace prepares the sales aids through a variety of
    means, including in-house design and preparation.  In addition, WI
    Marketplace contracts with outside producers with experience or
    expertise in Internet commerce, business development training, and
    direct distribution methods.  Sales aids are generally produced,
    printed or recorded by third parties specializing in such industries. 
    
    GOVERNMENT REGULATION
    ---------------------
    
        The Company's business activities are subject to certain laws
    and regulations.  In particular, the Federal Trade Commission ("FTC")
    has implemented regulations designed to prevent the use of deceptive
    or fraudulent business practices associated with illegal schemes or
    "scams" that are sometimes broadly associated with the network
    marketing or direct distribution industry.  Specifically, the FTC has
    prohibited certain business practices characterizing "pyramid
    schemes" or "chain sales," such as unusually high sign-up fees,
    pressurized recruiting tactics, claims of huge and easy financial
    rewards for minimal efforts, and mandatory sponsorship of new
    distributors.
    
        The Company has retained outside legal counsel to advise on
    maintaining compliance with applicable laws and governmental
    regulations.  However, there can be no assurance that future
    regulatory action or new legislation, perhaps concerning the
    Internet, will not have an adverse effect on the Company and its
    business operations.
    
    COMPETITION
    -----------
    
        Internet Commerce.  The Internet commerce market is rapidly
    expanding and is intensely competitive.  The Company competes
    directly with other companies that offer web-based shopping and
    personal Internet training and web site development.  In so
    competing, the Company emphasizes the low cost of the products and
    services offered on the WI Mall, and the high-quality Internet
    services provided by the Company.  In addition, the Company competes
    by facilitating a network distribution system that is relatively
    unique in the Internet commerce industry.  However, many of the
    Company's competitors have substantially greater name recognition and
    financial resources than the Company.  Another competitive obstacle
    is the purchasing preference of many consumers, which tends toward
    the traditional retail marketing channels.  As a result, there can be
    no assurance that the Company's business and results of operations
    will not be affected materially by market conditions and competition
    in the future.
    
        Direct Distribution.  The Company also competes in a general
    sense with other direct distribution and network marketing companies,
    some of which have a longer operating history, greater name
    recognition, and superior funding.  Some of the leading network
    marketing companies are Amway Corporation and its affiliates, Nu Skin
    International, Inc. and its affiliates, and Rexall Showcase
    International, among others.  The Company competes for new ISOs based
    on its compensation plan and its unique Internet-related and high-
    quality WI Mall products and services.  Management envisions that the
    number of companies involved in direct distribution marketing will
    increase over the next several years as such a selling method becomes
    more common.  The Company is aware of numerous Internet-related
    companies that could launch direct distribution businesses in direct
    competition with the Company.  There can be no assurance that the
    Company will be able to succeed in such an expanding and competitive
    market.
    
    PROPRIETARY RIGHTS
    ------------------
    
        The Company is in the process of registering trademarks in
    certain corporate and product names.  The WI Mall domain name address
    is registered to the Company for its exclusive use by Network
    Solutions, Inc., the domain name registry of InterNIC.  The Company
    believes that acquisition and protection of proprietary rights will
    be important in enabling the Company to compete in the Internet and
    direct distribution markets.
    
        The Company also relies on trade secrets that it protects, in
    part, through confidentiality and non-competition agreements with
    relevant employees and other parties.  There can be no assurance that
    these confidentiality and non-competition agreements will not be
    breached, that the Company would have adequate remedies in case of
    such a breach, or that the Company's trade secrets will not otherwise
    be independently discovered by its competitors.  The Company may
    become involved in litigation to determine the enforceability and
    validity of its proprietary rights.  Any such litigation could result
    in substantial cost to the Company and divert the efforts of its
        management and technical personnel.

    STATUS OF ANY PUBLICLY ANNOUCED NEW PRODUCT OR SERVICE
    ------------------------------------------------------
    
        Not Applicable.
    
    SOURCES AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF 
    PRINCIPAL SUPPLIERS
    -------------------

        Not Applicable.
    
    COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
    -------------------------------------------------------
    
        Not Applicable.
    
    OTHER INFORMATION
    -----------------
    
        Dependence on Major Customers
        -----------------------------
    
        WI Marketplace sells its products through a network of ISOs. 
    As of February 28, 1998, a significant portion of the total products
    and services sold by WI Marketplace are sold by or through the
    business network of the Home Business Group ( HBG ), a WI Marketplace
    ISO.  For its performance as a WI Marketplace ISO, HBG is compensated
    under the WI Marketplace compensation program.  In addition, HBG
    performs certain training and marketing services for WI Marketplace,
    for which HBG receives separate compensation.  In its capacities as
    an ISO and as an independent outside consultant, HBG is not an
    employee or agent of WI Marketplace, but is an independent agent.  In
    this regard, WI Marketplace does not control, direct or supervise the
    activities of HBG.  The Company's operating results and financial
    condition could be adversely affected by a decrease in the
    productivity of HBG.
    
        Research and Development
        ------------------------
    
        Expenses characterized as research and development costs
    incurred by the Company were not significant during the past two
    fiscal years.  Other costs incurred by the Company in developing and
    programming software applications relating to the Company's business
    operations, including the WI Mall and its underlying software, were
    capitalized in accordance with generally accepted accounting
    principles.
    
        Employees
        ---------
    
        As of February 28, 1998, the Company employed 61 persons.  Of
    such employees, 38 were full-time employees.
    
    Item 2.  Description of Properties.
    
        In March 1997, the Company moved from its previous office space
    to 5152 North Edgewood Drive, Suite 250, Provo, Utah 84604 (the
    "Edgewood Site"), which is now the location of the Company's
    headquarters and principal place of business.  The Company initially
    leased 3663 square feet of space at the Edgewood Site, which
    continues to be used for general office purposes.  In June 1997, the
    Company arranged to lease an additional 2446 square feet of space at
    the Edgewood Site to provide adequate space for the Company's growing
    numbers of customer support and mall programming.
    
        The lease term on the Edgewood Site expires in January 2002,
    and the monthly rent for such space is $6,950.  Including monthly
    common area and maintenance fees, the total monthly expense for the
    Edgewood Site is $11,135.   The Company maintains general
    commercial/casualty insurance on its leased properties, in amounts
    which it deems adequate for its present needs.
    
        The Company believes that its current space at the Edgewood
    Site will be adequate for the current fiscal year if anticipated
    growth proves realistic.  The Company has made inquiries with the
    building owner regarding the availability of additional space in the
    building housing the Edgewood Site and in other buildings in the same
    development, and intends to lease additional space as necessary to
    provide for anticipated growth.
    
    Item 3.  Legal Proceedings.
    
        The Knight Adjustment Bureau ( Knight ) filed a lawsuit on July
    31, 1997 against Richard Smith, dba Wealth International, in the
    Fourth District Court for Utah County, alleging that Knight was
    assigned a claim by Touchfon International, and further alleging that
    Richard Smith, dba Wealth International, owes approximately $5,500
    for certain telephone services under a contract with Touchfon
    International.  The complaint was settled subsequent to February 28,
    1998 for less than the amount claimed.
    
        In February 1998, World Internet Marketplace, Inc. filed a
    complaint in the Fourth District Court for Utah County, alleging of
    fiduciary duty, conversion, tortious interference with economic
    relations, and violation of the Utah Uniform Trade Secrets Act
    against three former employees of the Company. The claims resulted
    from certain commission practices and discussions with competitors
    engaged in by the former employees. Defendants filed an answer in
    March of 1998 in which no counterclaim was asserted. The matter is
    still pending.
    
        In March 1998, Paulette Arnold, a private citizen, filed a
    complaint against World Internet Marketplace, Inc. in Knoxville
    County, Tennessee, alleging an undetailed claim of breach of contract
    by World Internet Marketplace, Inc. in the amount of $ 5,940. The
    matter is still pending. 
    
        Other than as described herein, the Company is not a party to
    any other litigation or other legal proceeding or investigation that
    is expected to have a material adverse effect on its financial
    condition or results of operations, nor are any such proceedings
    known or contemplated.
    
    Item 4.  Submission of Matters to a Vote of Security Holders.
    
        There were no matters submitted to a vote of the Company's
    security holders during the fourth quarter, either through the
    solicitation of proxies or otherwise.
                                   
                              PART II
                                  
    Item 5.  Market for Common Equity and Related Stockholder Matters.
    
        Market Information
        ------------------
 
        The Company's common stock trades on the over-the-counter market       
    (symbol: "WINW") and is quoted on the National Association of
    Securities Dealers Electronic Bulletin Board.  To the knowledge of the     
    Company, there was minimal trading activity in the Company's common stock
    during the Company's fiscal year ended February 28, 1996.  As quoted on    
    the Electronic Bulletin Board, the high and low bids during such fiscal
    year were $0.03 and $0.01, respectively.  High and low bid information for 
    the Company's common stock as quoted on the Electronic Bulletin Board
    for the Company's fiscal years ending February 28, 1997, and February 28,  
    1998, respectively, is set forth in the table below.  The quotations
    reflect inter-dealer bid prices, without retail mark-up, mark-down or      
    commissions and may not represent actual transactions.
<TABLE>    
                        Stock Quotations*
<CAPTION>                                  
              Period                             High Bid           Low Bid
              ------                             --------           -------
<S>                                              <C>                <C.
    March 1 to May 31, 1996                        $0.03             $0.01     
    June 1 to August 31, 1996                      $0.03             $0.01     
    September 1 to November 30, 1996               $0.03             $0.01     
    December 1, 1996 to February 28, 1997          3 3/8             1 3/8     
    March 1 to May 31, 1997                        3 3/8             2 1/4     
    June 1 to August 31, 1997                      3 1/2             1 1/2     
    September 1 to November 30, 1998               2 5/8             1 1/2     
    December 1 to February 28, 1998                1 7/8               3/8     
</TABLE>
    *The future sale of presently outstanding  unregistered  and  restricted   
    common stock by members of management by members of management
    and holders of 5% or more of the Company's outstanding securities may have 
    an adverse effect on any market that may develop for the Company's
    common stock.
                                 
        Shareholders
        ------------
    
        The approximate number of holders of record of the Company's common    
    stock, par value $0.001, as of February 28, 1997, was 179, and as of       
    February 28, 1998 was 446.  This total does not include the number of      
    beneficial owners of common stock held in "nominee" or "street" name,
    as to which number the Company cannot speculate.
                                          
        Dividends
        ---------

        The Company has not paid cash dividends on its common stock in the     
    last fiscal year.  At the present time, the Company's anticipated
    capital requirements are such that it intends to follow a policy of        
    retaining any earnings in order to fund future growth and development of   
    the Company's business operations.  The Company does not anticipate paying 
    any dividends in the near future.  Other than any applicable statutory     
    requirements, there are no material restrictions that limit the Company's  
    ability to pay dividends on its common equity or that are likely to do so  
    in the future.
    
        Item 6.  Management's Discussion and Analysis or Plan of Operation.
    
        Results of Operations
        ---------------------

        Comparison of Fiscal Year Ended February 28, 1998 (FY1998) to Fiscal   
        Year Ended February 28, 1997 (FY1997)    
        -------------------------------------
     
        Net revenues for FY1998 were $7,762,125 representing an increase of 
    $5,815,183 or approximately 299% over net sales for FY1997.  The increase  
    in the Company's sales for the period is attributable, at least in part,   
    to the growth in the number of members of the Company's network of         
    independent direct distributors.  In addition, the increase in sales can   
    be attributed to an increasing popularity in Internet commerce, as well as 
    the successful progression of the Company's marketing plan and expansion
    of the Company's offering of products and services. 
    
        Net loss for FY1998 was $680,930 compared with a net loss during       
    FY1997 of $492,207 or approximately 28% over net loss for FY1997. 
    The net loss incurred by the Company increased in FY1998 due to the costs  
    associated with building and maintaining the Company's Internet-
    based infrastructure and computer network, development activities          
    associated with the Company's Internet site on the World Wide Web, and
    product expansion for the WI Mall, among other things. 
    
        Cost of sales as a percentage of net sales decreased to 13% of net     
    sales in FY1998, compared to 44% of net sales in FY1997.  This
    decrease in cost of sales as a percentage of net sales was primarily       
    attributable to economies of scale, resulting from the growth of the       
    Company in the production of Internet-related products and performance of  
    Internet-related services.  In addition, the increase in total volume of   
    products purchased on the WI Mall has led to improved terms offered by     
    manufacturers, vendors and suppliers of the products sold on the WI Mall. 
    
        Commissions paid to the Company's network of independent direct        
    distributors amounted to $4,456,907 in FY1998 (57% of net sales),
    representing an increase of 459% over the $796,763 (41% of net sales) paid 
    in FY1997.  The increase in commissions is substantially a direct result
    of increased sales and growth in the number of members in the Company's    
    direct distribution network.  The Company's direct distributors are
    paid commissions based on independent sales generated by themselves and    
    their independently-owned direct distribution network, in accordance
    with the Company's compensation plan.
    
        Selling, general and administrative expenses for FY1998 were           
    $2,986,536 (39% of net sales), which is an increase of 274% over $785,433
    for FY1997.  The increase reflects the necessary growth and maturation of  
    the Company's internal support structure, as well as office space
    expansion to accommodate new personnel, which changes were necessary to    
    accommodate growth in the Company's network of direct distributors. 
    Management expects that general and administrative expenses will increase  
    in future periods as the Company incurs additional costs related to
    being a public company.  In addition, facilitation of long-term growth     
    will require an increase in administrative staff and facilities, with
    consequent cost and expense.
    
        Net loss per common share- basic during FY1998 was $(0.05).  Net loss  
    per common share- basic was comparable to FY1997, primarily
    as a result of the Company's election not to record a deferred tax benefit 
    in FY1997.  Such a deferred tax benefit will be applied against future
    earnings.
   
        Liquidity and Capital Resources
        -------------------------------

        Since inception, the Company's subsidiary, WI, has primarily been      
    funded with revenues generated from operations.  Except for
    capital received by the Company during FY1998 arising from the exercise of 
    certain stock options, the Company has not engaged in any significant
    outside financing.
    
        Net cash provided in the Company's operating activities in amounts of  
    $182,556 in FY1998 compared with net cash used by the
    Company's operating activities of $76,861 in FY1997.  Net cash used in the 
    Company's operating activities in FY1997 is primarily attributable to net
    losses in such period. .  Net cash provided in the Company's operating     
    activities in FY1998 is primarily attributable to an increase in certain
    operating liabilities of the Company.  Net cash used in investing          
    activities in FY1998 is primarily attributable to the use of working       
    capital to build out new, primary office space, including the purchase of  
    related furniture and fixtures.
    
        As of February 28, 1998, the Company's current ratio was .29 to 1, as  
    compared with a current ratio of .14 to 1 as of February 28,
    1997.  The increase in current ratio is due in large part to an increase   
    in inventories and sales receivables relating to products and services     
    sold through the WI Mall.  Higher current liabilities are the result of    
    increased vendor payables and deferred revenue arising from product        
    purchase credits acquired by some of the Company's independent             
    distributors.
    
        As of February 28, 1998, the Company's primary source of liquidity was 
    revenues generated from continuing operations. Management
    believes that sufficient liquidity will be maintained through (i)          
    continued exercise of stock options by consultants to the Company; (ii)    
    new revenues generated through additional Internet related services        
    introduced to market subsequent to year end; and (iii) streamlined         
    operations since the end of fiscal year 1998, resulting in increased       
    economic efficiencies.  However, any projections of future cash needs and  
    cash flow are subject to substantial uncertainty. The exercise of          
    consultant stock options would result in additional dilution to the        
    Company's existing shareholders.  There can be no assurance that financing 
    will be available to the Company in amounts or on terms that will be       
    acceptable to the Company.
             
         Recently Issued Accounting Pronouncements adopted by the Company
         ----------------------------------------------------------------

        The following are descriptions of recently issued accounting           
    pronouncements issued by the Financial Accounting Standards Board
    ( FASB ) and adopted by the Company. 
    
        Earnings Per Share.  In February 1997, the Financial Accounting        
    Standards Board ( FASB ) issued Statement of Financial Accounting
    Standards No. 128 ( SFAS 128 ),  Earnings Per Share.   SFAS 128 eliminates 
    the presentation of primary earnings per share ( EPS ) and requires
    the presentation of basic EPS, which includes no common stock equivalents  
    and thus no dilution.  The statement also eliminates the modified
    treasury stock method of computing potential common shares.  This          
    statement is effective for financial statements issued for periods ending  
    after December 15, 1997.  This statement was adopted during FY1998 and has 
    no effect on the financial statements.
    
        Recently Issued Accounting Pronouncements not adopted by the Company
        --------------------------------------------------------------------

        The following are descriptions of recently issued accounting           
    pronouncements issued by the Financial Accounting Standards Board
    ( FASB ) which have not been adopted by the Company. The Company does not  
    believe that the adoption of SFAS 130 and SFAS 131, defined below,
    will have a material effect on the Company's consolidated financial        
    statements.
    
        Comprehensive Income.  In June 1997, the FASB issued Statement of      
    Financial Accounting Standards No. 130 ( SFAS 130 ),  Reporting
    Comprehensive Income.   SFAS 130 requires entities presenting a complete   
    set of financial statements to include details of comprehensive income
    that arise in the reporting period.  Comprehensive income consists of net  
    income or loss for the current period and other comprehensive income,
    which consists of revenue, expenses, gains and losses that bypass the      
    income statement and are reported directly in a separate component of
    equity.  Other comprehensive income includes, for example, foreign         
    currency items, minimum pension liability adjustments, and unrealized      
    gains and losses on certain investment securities.  SFAS 130 requires that 
    components of comprehensive income be reported in a financial statement    
    that is displayed with the same prominence as other financial statements.  
    This statement is effective for fiscal years beginning after December 15,  
    1997 and requires restatement of prior period financial statements         
    presented for comparative purposes.
    
        Disclosure of Segments.  In June 1997, the FASB issued Statement of
    Financial Accounting Standards No. 131 ( SFAS 131 ),
    Disclosures about Segments of an Enterprise and Related Information.  
    SFAS 131 applies only to publicly held business entities, and requires
    such entities to report financial and descriptive information about their
    reportable operating segments.  An operating segment is a component of
    an entity for which financial information is developed and evaluated by
    the entity's chief operating decision-maker to assess performance and to
    make decisions about resource allocation.  Entities are required to report
    segment profit or loss, certain specific revenue and expense items and
    segment assets based on financial information used internally for
    evaluating performance and allocating resources.
    
        Certain Factors Expected to Impact Operating Results
        ----------------------------------------------------

        Many factors outside the Company's control may significantly affect
    the Company's operating results in any future fiscal quarter. 
    For example, the Company's operating results may be affected by changes in
    the use of the Internet, seasonal trends in Internet use and online
    shopping, the continuing interest and activity of the Company's
    independent direct distributors, the amount and timing of capital          
    expenditures and other costs associated with development and expansion of  
    the Company's Internet site and related products and services, the         
    introduction and success of competitive Internet sites, price competition  
    in the industry, technical difficulties associated with the Company's      
    computer network, and general economic conditions and economic conditions  
    specific to Internet commerce.  Due to these and other factors, it is      
    probable that the Company's operating results will fall below expectations 
    of the Company, its shareholders or market analysts in some future fiscal
    quarter. Important risk factors and uncertainties that the Company expects
    will impact its operating results include the following:
    
        Limited Operating History.  The Company's subsidiary, World Internet
    Marketplace, Inc. was established in November 1995,
    incorporated in July, 1996, and was acquired by the Company in August,
    1996, and accordingly, has only a limited operating history upon which an
    evaluation of the Company and its prospects may be based.  The Company's
    prospects for continued growth and success must be considered in
    light of the risks, expenses and obstacles typically encountered by
    companies in the early stage of development, particularly in rapidly       
    evolving and expanding markets.  To address these risks, the Company must, 
    among other things, respond to competitive developments, continue to       
    attract and retain motivated and qualified employees, and continue to      
    upgrade and develop its technological capabilities.  There can be no       
    assurance that the Company will be successful in addressing such risks.
    
        Reliance Upon Network of ISOs.  The Company's products and services
    are marketed exclusively through an extensive network
    marketing system of ISOs.  These ISOs are independent contractors who
    purchase products directly from the Company for their own use or for
    resale.  ISOs typically work at distributing the Company's products on a
    part-time basis.  The Company's continued growth and success
    substantially depends on its ability to retain and motivate its existing
    ISOs and to attract new ISOs through marketing programs and by offering
    superior products and services at reasonable prices.
    
        ISOs' agreements with the Company may be voluntarily terminated by an
    ISO, and there can be a substantial turnover among ISOs
    from year to year.  Because the Company's revenues are substantially
    dependent on the work of its ISOs and their productivity, turnover among
    the ISOs, voluntary reductions in an ISO's commitment to distributing the
    Company's products and services, decreases in the number of ISOs,
    decreases in overall purchase volume, and costs and other expenses
    associated with training ISOs may combine to reduce the revenues and
    profitability of the Company.
    
        ISOs' Actions.  The Company requires all ISOs to sign an agreement
    with the Company that, among other things, obligates ISOs to
    comply with the Company's Polices and Procedures.  These Policies and
    Procedures include restrictions on the claims that may be made by ISOs
    with respect to the nature of the products and services offered by the
    Company, as well as the compensation program and related income potential
    for ISOs.  In certain instances, ISOs may from time to time prepare
    advertising materials or make representations to customers and prospective
    ISOs that do not accurately describe the Company, its products or
    services, or its marketing and compensation programs.  Such statements by
    ISOs, including statements concerning potential income obtainable by ISOs,
    are not in accordance with the Company's Policies and Procedures and
    may violate certain applicable laws and regulations.  Although no claims
    or charges against the Company have been brought by any regulatory or
    other enforcement authorities, potential legal actions against individual
    ISOs may lead to greater scrutiny of the Company itself by such
    authorities.  The Company attempts to minimize this risk and ensure
    compliance with its Policies and Procedures by carefully monitoring the
    activities of its ISOs and any claims or statements made by them about the
    Company and its programs.  However, there can be no assurance that
    the Company can successfully monitor the ISOs.  In addition, ISOs may make
    statements about the Company and its operations, or other
    unauthorized remarks, of which the Company may not be aware and which it
    cannot control.  Negative publicity from such activities and
    statements by ISOs may adversely affect the Company's ability to attract
    and retain new ISOs, and to successfully expand its business operations.
    
        Government Scrutiny of Direct Distribution and Network Marketing
    Industry.  Direct distribution and network marketing programs
    are frequently subject to scrutiny by the Federal Trade Commission and
    other governmental authorities under laws and regulations that are
    designed to ensure that product sales within network marketing programs
    are made to actual consumers, and that compensation programs and
    advancement in the network organization are based on the sale of products
    rather than mere "investment" in a sponsoring company or
    recruitment of new distributors.  The Company has retained outside legal
    counsel to assist in maintaining compliance with all such laws and
    regulations; however, there is the risk that the Company's network
    marketing system could be found not to be in compliance with the           
    applicable laws and regulations of a particular jurisdiction.  Failure by  
    the Company to comply with all such laws and regulations could result in a 
    material adverse impact on the Company or its ISOs in a particular market  
    or in general.
    
        Government Regulation of the Internet.  At present, the Company is not
    aware of any laws or regulations specifically restricting the
    commercial use of the Internet.  However, related laws and regulations,
    including those pertaining to trademark, copyright, patent, licensing,
    obscenity, and security matters, can affect the use of the Internet for
    online commerce.  Management believes that the Company is currently in
    compliance with all laws pertaining to the Internet, whether directly or
    tangentially.  Nevertheless, there can be no assurance that there will not
    be legislation enacted and implemented in the future that could restrict
    use of the Internet as a commercial medium.  If such new legislation were
    implemented, it could have a material adverse impact on the Company and
    its business operations.
    
        Uncertain Future of the Internet.  Critical issues concerning the
    viable commercial use of the Internet remain unresolved and may
    impact the growth of Internet use.  Such issues include security,
    reliability, cost, ease of use and access, and quality of service.         
    Although the Company believes that its products and services may be        
    economically and commercially marketed using the Internet, and furthermore 
    that the number of users of the Internet will continue to grow, there can  
    be no assurance that commerce and communication over the Internet will     
    become widespread, or that the Company's products or services will become  
    widely recognized or used.
    
        Marketing and distribution of the Company's products and services will
    depend in large part on a robust Internet industry and
    adequate infrastructure for providing Internet access and carrying growing
    Internet traffic.  The Internet may not prove to be a viable
    commercial marketplace because of inadequate development of necessary
    infrastructure, such as a reliable network backbone or timely
    development of related products, such as high-speed modems or other
    quickening devices.  Because global commerce and online networks are still
    relatively new and evolving, it is not possible to predict with any
    assurance whether the Internet will prove to be a viable commercial        
    market.  If it does not, the Company's business operations and financial   
    condition could be materially adversely affected.
    
        Risk of Capacity Constraints; Reliance on Internal Information Systems
    Controls.  The Company's business operations depend, in
    large part, on a high volume of traffic on its Internet site. 
    Accordingly, the performance, reliability and availability of the          
    Company's Internet site, computer network infrastructure and Internet      
    commerce processing systems are critical to the Company's ability to       
    attract and retain new customers.  Any systems interruptions that result   
    in the unavailability of the Company's Internet site or its computer       
    system could reduce the volume of traffic to the Company's Internet site   
    and consequently, the volume of goods sold by the Company.  The Company    
    has experienced periodic computer system interruptions in the past, and    
    anticipates that such interruptions will occur from time to time in the    
    future.  Continued growth of the Company's network of independent direct   
    distributors or other customers will require the Company to expand and     
    upgrade its Internet technology, including its computer network and        
    Internet commerce processing systems.  There can be no assurance that the  
    Company will accurately predict the need for such expansion or upgrade, or 
    that it will be able to make such necessary expansion or upgrade in a      
    timely manner.
    
        Risk of System Failure.  The Company's ability to successfully receive
    and process orders for the Company's products and services
    depends, in large part, on efficient, uninterrupted operation of the its
    computer and communications equipment.  Substantially all of the
    Company's computer and communications equipment is located at the
    Company's headquarters, in a leased facility in Provo, Utah.  The          
    Company's computer and communications equipment is vulnerable to flood,    
    earthquake, power loss, telecommunications failure, and other similar      
    events.  The Company does not presently have redundant systems or a        
    contingent disaster recovery plan and does not carry adequate business     
    interruption insurance to cover potential losses that may occur from such  
    an event.  The Company's computer equipment is also vulnerable to computer
    viruses, break-ins, and similar events that could lead to interruptions,
    loss of data, or dysfunction.  The occurrence of any such event could have
    a material adverse effect on the Company's business, financial condition
    and results of operation.
    
        Security Risks of Online Commerce.  A challenge to the success of
    online commerce is the secure transmission of confidential
    information.  The Company relies on encryption devices supplied by third
    parties to provide the security, authentication and secure transmission
    of confidential information.  There can be no assurance that computer
    capabilities, new discoveries in encryption technology, or other
    circumstances will not result in a breach of the security devices that the
    Company employs to protect confidential data, including customer
    information such as credit card numbers.  If such a breach were to occur,
    it could have a material adverse effect on the Company's reputation,
    business operations and financial condition.  Moreover, such a breach
    could result in the misappropriation of proprietary or confidential
    information.  These concerns may require the Company to spend resources to
    protect against the possibility of such breaches, and may inhibit the
    use of the Internet for commerce.
    
        Risks Associated With Growth.  Since affecting a reverse acquisition
    of Wealth Utah in August 1996, the Company has experienced
    significant growth.  The result of this growth has created significant
    management challenges, including growth in the number of Company
    employees and ISOs, expansion of office facilities, acquisition of capital
    equipment, computers and information systems, and expansion into new
    markets.  To effectively manage these and other consequences of rapid
    growth, the Company may be required to hire additional management
    personnel, and to improve its operational, financial and information
    technology systems.  If the Company is unable to effectively and           
    efficiently manage growth or to hire and retain qualified personnel, the   
    Company's business operations and its revenues may be adversely affected. 
    Moreover, the costs and expenses associated with equipment acquisitions
    and expansion, as well as the hiring of new personnel, may adversely
    affect the Company's results of operations.
    
        Limited Market for Shares.  There is currently only a limited market
    for the Company's common stock.  There can be no assurance that
    a larger market for the Company's common stock will ever be developed or
    maintained.  Factors such as the success or lack thereof of the
    Company's efforts to market its products and services through its ISOs,
    competition, governmental regulations, and fluctuations in operating
    results may all have an effect on the market for the Company's common
    stock, which market may be volatile.  The stock markets generally have
    experienced, and will likely experience in the future, extreme price and
    volume fluctuations which have affected the market price of the shares of
    many small capital companies, and which have often been unrelated to the
    operating results of such companies.  Such broad market fluctuations,
    as well as general economic and political conditions, may adversely affect
    the market price of the Company's common stock in any market that
    develops.
    
        Dilution.  Dilution usually results from the substantially lower price
    paid by insiders and other related parties for their securities in
    a company when compared with the price being paid by other investors.  The
    Company has engaged in certain transactions in the past fiscal year
    that have had a dilutive effect: (i)  on March 25, 1997 certificates of
    stock representing 73,000 shares were issued to individuals who subscribed
    for such shares during fiscal year 1997; (ii) on March 25, 1997
    certificates of stock representing 50,000 shares were also issued to
    individuals who were granted options during fiscal year 1997 for services  
    provided in promoting the Company; (iii) on March 25, 1997 a certificate   
    for 10,000 shares was issued to an employee of the Company as severance    
    upon termination of employment; (iv) on March 25, 1997 a certificate for   
    5,000 shares was issued to a consultant who had contributed services       
    toward completion of the Company's virtual mall; (v) on June 10, 1997 the  
    Company entered into Consulting Agreements with 21 business consultants
    specializing in the direct distribution marketing industry, pursuant to    
    which options were granted to each consultant to purchase, upon the        
    satisfactory performance of certain services for the Company, 15,000
    "unregistered" and "restricted" shares of the Company's common stock at an
    exercise price of $2.50 per share; and (vi)  in January, 1998, options
    for an additional 1,250,000 shares of the Company's common stock were
    issued pursuant to the 1996 Stock Option Plan; at an exercise price of     
    $0.38 per share. The foregoing issuances of securities to consultants and
    employees and the exercise of the options granted pursuant to the 1996     
    Stock Option Plan, have and will substantially dilute the interest of      
    other stockholders in the Company.
    
        Voting Control.  By virtue of their collective ownership, as of
    February 28, 1998, of approximately 66% of the Company's outstanding
    voting securities, Ronald A. Nilsson and Richard T. Smith have the ability
    to elect all of the Company's directors, who in turn elect all executive
    officers, without regard to the votes of other shareholders. Collectively, 
    these persons may be deemed to have absolute control over the
    management and affairs of the Company.
    
        Reliance on Key Personnel; New Management Team.  The Company's
    performance is substantially dependent on the performance of its
    executive officers and key employees, Given the Company's early stage of
    development, the Company is dependent on its ability to retain and
    motivate highly-qualified personnel, especially in management and
    technical positions.  The Company does not have a "key person" life        
    insurance policy on any of its employees.  The loss of the services of any 
    of its executive officers or other key employees could have a material     
    adverse effect on the business, operating results or financial condition   
    of the Company.  The Company's future growth and success also depends on   
    its ability to identify, hire train and retain other qualified management  
    and technical personnel in the future.  The inability to hire and retain
    necessary personnel could have a material adverse effect on the Company's
    business operations and financial condition.
    
        During fiscal year 1998, the Company expanded from approximately 10
    employees to approximately 50 employees.  The majority of the
    Company's senior management has joined the Company within the past year,
    and some of the Company's officers have no prior senior management
    experience with public companies.  The Company's new employees include
    several key managerial, technical and operations personnel who have
    not yet been integrated into the Company, and additional personnel may be
    required in the near future.  There can be no assurance that the
    Company's current or potential personnel, systems or controls will be
    capable of adequately managing the Company's growth and potential market
    opportunities.
    
        Penny Stock.  The Company's securities are deemed "penny stock" as
    defined in Rule 3a51-1 of the Securities and Exchange
    Commission.  Such a designation could have a material adverse effect on
    the development of the public market for shares of the Company's common
    stock or, if such a market develops, its continuation, since
    broker-dealers are required to personally determine whether an investment  
    in such securities is suitable for customers prior to any solicitation of  
    any offer to purchase these securities.  Compliance with procedures        
    relating to sale by broker-dealers of "penny stocks" may make it more      
    difficult for purchasers of the Company's common stock to resell their     
    shares to third parties or to otherwise dispose of such shares.
    
        Volatility of Stock Price.   Any market price for shares of common
    stock of the Company is likely to be very volatile, and numerous
    factors beyond the control of the Company may have a significant effect. 
    In addition, the stock markets generally have experienced, and continue
    to experience, extreme price and volume fluctuations which have affected
    the market price of many small capital companies and which have often
    been unrelated to the operating performance of these companies.  These
    broad market fluctuations, as well as general economic and political
    conditions, may adversely affect the market price of the Company's common
    stock in any market that may develop.
    
    Item 7.  Financial Statements.
    
        Financial statements, with the reports of the Company's certifying
    auditors, follow as part of this Form 10-KSB Annual Report.
    
    Item 8.   Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure.
    
        The Company and its current auditors have not disagreed on any items
    of accounting treatment or financial disclosure.
                                
                             PART III
                                  
   Item 9.   Directors, Executive Officers, Promoters, and Control Persons;
             Compliance with Section 16(a) of the Exchange Act.
    
        Directors, Executive Officers, Promoters, and Control Persons
        -------------------------------------------------------------

        The following table sets forth certain information regarding the
    directors and executive officers of the Company as of June 6, 1998:
<TABLE>    
               Name                     Age                 Position    
               ----                     ---                 --------
<S>                                      <C>      <C>
    Ronald A. Nilsson                    30       President, Chief Executive   
                                                  Officer and Director of WI,  
                                                  Director of WI Marketplace   
    Duane R. Barney                      42       Chairman of WI Marketplace   
                                                  Leadership Committee         
    Daniel G. Lloyd                      34       Secretary, Treasurer and 
                                                  Chief Financial Officer of   
                                                  WI and WI Marketplace        
    Robert H. Schneck                    34       Director of WI, President    
                                                  and  Director of WI
                                                  Marketplace    
    Richard T. Smith                     30       Director of WI and WI 
                                                  Marketplace    
</TABLE>
        All directors of the Company hold office until the next annual meeting
    of the shareholders of the Company and until their successors
    have been duly elected and qualified.  The executive officers of the
    Company are elected annually and serve at the pleasure of the Board of
    Directors.
    
        Ronald A. Nilsson.  Mr. Nilsson co-founded Wealth Utah in November,
    1995, and has been the President and a Director of the Company
    since August, 1996.  Prior to the organization of Wealth Utah, Mr. Nilsson
    served from 1992 to 1995 as Executive Import Director at Lu-Shing
    Enterprises, Taiwan's largest importer and wholesale distributor of water
    purification components, with responsibility for U.S. vendor relations
    and import coordination.  In 1994, he founded Rantech Enterprises, Inc. (
    Rantech ), a Utah-based import company that operates several small
    manufacturing facilities in Hsintien, Taiwan.  Rantech also imports and
    distributes a variety of electronic products throughout the United States. 
    He attended Brigham Young University from 1989 to 1992, focusing his
    studies in Mandarin Chinese and International Relations.
    
        Duane R. Barney  Mr. Barney has more than 20 years of business
    leadership experience in commercial real estate development, sales,
    management, and related fields.  Duane has led several divisions of
    Equitec Financial Group, Inc.  As director of real estate management,      
    director of mortgage acquisitions, and vice president of Equitec           
    Properties Company, a wholly owned subsidiary.  Mr. Barney was             
    instrumental in the successful initial public offering of Equitec          
    Financial Group Inc. He was also Director on several other outside boards  
    of directors.  Mr. Barney entered into a partnership with Peerless         
    Services Incorporated, where as Executive Vice President, he orchestrated  
    the development acquisition, management, and disposition of real estate    
    portfolios.  
    
        Daniel G. Lloyd.  Mr. Lloyd joined the Company as the Chief Financial
    Officer in August 1997.  A Certified Public Accountant, Mr. Lloyd
    began his career in 1987 with KPMG Peat Marwick, in Washington, D.C.,
    providing audit, tax, and management consulting services to the financial
    services industry.  A member of the Utah, Virginia and District of
    Columbia Bar Associations,  he also practiced law in the corporate and tax
    departments of law firms in Washington, D.C. and Salt Lake City, Utah.  He
    received a B.A. from the University of Utah, a J.D. from the University
    of Virginia, and served a judicial clerkship with the United States Tax
    Court.
    
        Robert H. Schneck.  Mr. Schneck joined WI Marketplace as Vice
    President of Marketing in November 1995.  Prior to joining the
    Company, Mr. Schneck established and managed a regional chain of real
    estate and mortgage brokerage offices.  In 1987, he participated in the
    establishment of LPI, Inc., a food service corporation, where he was
    responsible for marketing, advertising and general management matters.     
    Mr. Schneck attended Brigham Young University.
        
        Richard T. Smith.  Mr. Smith co-founded Wealth Utah in November, 1995,
    and presently serves as a Director of the Company, which
    position he has held since August, 1996.  He studied marketing and finance
    at Utah State University in 1987 and 1988.  In 1989, Mr. Smith founded
    Graphic Systems, Inc., an innovative leader in thermalchromatic textile
    and paper manufacturing.  From 1989 to 1994, he served as President of
    Graphic Systems, where he developed the color-change T-shirt, and had
    responsibilities covering financing, market analysis and strategic
    planning, distribution and home-based business development.  From 1995 to
    the present, Mr. Smith has served as founder and President of ONYD,
    an entrepreneurial marketing and product development firm, which markets
    creative inventions through mass media and distribution channels.
    
        Material Employment Contracts
        -----------------------------

        Only one executive officer of the Company, Daniel G. Lloyd, has an
    employment agreement with the Company.  The agreement has an
    initial term of 1 year, and includes non-competition and confidentiality
    provisions.  
    
        Termination of Employment and Change in Control Arrangements
        ------------------------------------------------------------

        Not applicable.
    
        Section 16(a) Beneficial Ownership Reporting Compliance
        -------------------------------------------------------
    
        Section 16(a) of the Securities Exchange Act of 1934 requires
    officers, directors and persons who beneficially own more than ten
    percent of a  fully reporting  company's common stock to file reports of
    ownership and changes in ownership with the Securities and Exchange
    Commission.  The Company is not a  fully reporting  company, and,
    accordingly, not subject to such reporting requirements.
    
    Item 10. Executive Compensation.
    
        Executive Compensation Summary Information
        ------------------------------------------

        The compensation information set forth on the following table
    summarizes the compensation received by Ronald A. Nilsson, Duane
    Barney, Daniel G. Lloyd, and Robert H. Schneck for the past fiscal year,
    derived from their operation of the Company. 
<TABLE>    
    Name and Principal   Salary   Bonus   Other     Securities     All Other
      Position             ($)     ($)1  Annual     Underlying   Compensation
                                         Comp-      Option/SARs       ($)
                                        ensation       (#)
    ------------------   ------   ----- --------    -----------  ------------
<S>                     <C>      <C>    <C>          <C>            <C>
    Ronald A. Nilsson    86,144  10,503   None          None           0

    Duane R. Barney      49,274       0   None         500,000         0

    Daniel G. Lloyd      49,407       0   None         750,000         0

    Robert H. Schneck    69,572  10,950   None           None          0

    Richard T. Smith    109,108  14,192   None           None          0
</TABLE>
    1    The Company provides bonus compensation to certain executive officers 
         in accordance with an incentive bonus program.  Under the             
         bonus program, the Company's Board of Directors considers the         
         relative contribution of each included executive officer to the       
         overall profitability of the Company on a periodic basis, based on    
         sales, revenues, and overall Company performance, and allocates bonus 
         compensation accordingly.
           
         With respect to long-term compensation, other than grants of options  
    listed in the above table, the Company made no restricted stock
    awards or Long-Term Incentive Plan payouts during the fiscal year ended
    February 28, 1998.
                          
         Stock Option and Stock Appreciation Rights Grants in the Fiscal Year  
         Ending February 28, 1998
         ------------------------
                                                                               
         No Stock Appreciation Rights ("SARs") were granted by the Company     
    during the fiscal year ended February 28, 1998.  The Company
    has granted the following stock options to certain officers of the
    Company, pursuant to the Company's 1996 Stock Option Plan (described       
    below):                                                                    
<TABLE>      
                        Individual Grants1                   Present Value of
                                                             the Grant at the
                                                              Date of Grant
     Name        Number of  Percent of  Exercise  Expiriation  Grant Date
                Securities Total Options  Price      Date      Present Value
                 Underlying Granted To  ($/share)                  ($)
                  Options  Employees in
                Granted (#) Fiscal Year
                                (%)
     ----       ---------- ------------ --------  ---------- ---------------
<S>              <C>        <C>         <C>        <C>          <C>
Ronald A. Nillson  None       N/A         N/A        N/A           N/A
Daniel G. Lloyd   750,000     60%        0.38      Jan. 18, 2003 285,000
Duane R. Barney   500,000     40%        0.38      Jan. 18, 2003 252,500
Richard T. Smith   None       N/A         N/A        N/A           N/A
Robert Schneck     None       N/A         N/A        N/A           N/A
</TABLE>
         1996 Stock Option Plan
         ----------------------
    
        The Company's 1996 Stock Option Plan (the "Plan") provides for the
    award of incentive stock options to key employees and the award
    of nonqualified stock options, as well as awards of stock and rights to
    purchase stock, to employees and certain non-employees who have
    important relationships with the Company.  16,000,000 shares of the
    Company's common stock are available for issuance pursuant to awards
    granted under the Plan.
                                 
        Stock Option Grants.  The Plan Committee may grant Incentive Stock     
    Options and Non-Qualified Stock Options under the Plan.  With
    respect to each option grant, the Plan Committee will determine the number
    of shares subject to the option, the option price, the period of the
    option, the time or times at which the option may be exercised (including
    whether the option will be subject to any vesting requirements and
    whether there will be any conditions precedent to exercise of the option),
    and the other terms and conditions of the option.
    
        Restricted Stock.  The Plan Committee may issue shares of the          
    Company's common stock under the Plan subject to the terms,
    conditions, and restrictions determined thereby.  Upon the issuance of
    restricted stock, the number of shares reserved for issuance under the
    Plan will be reduced by the number of shares issued.  No awards of
    restricted shares have been granted under the Plan.
    
        Changes in Capital Structure.  The Plan provides that if the           
    outstanding common stock of the Company is increased or decreased or
    changed into or exchanged for a different number or kind of shares or
    other securities of the Company or of another corporation by reason of any
    recapitalization, stock split or certain other transaction, appropriate
    adjustment will be made by the Plan Committee in the number and kind of
    shares available for grants under the Plan.  In addition, the Plan
    Committee will make appropriate adjustments in the number and kind of      
    shares as to which outstanding options will be exercisable.
    
        During the fiscal year ended February 28, 1998, the Company granted    
    options to employees under the Plan for the purchase of a total
    of 1,250,000 shares of the Company's common stock.  As of February 28,
    1998, there were options outstanding under the Plan for the purchase of
    an aggregate of 2,545,000 shares of stock, which were exercisable as to
    shares in the current fiscal year. 
    
        Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal         
        Year-End Option/SAR Values
        --------------------------
 
        There were no exercises of options  by the Company's directors or      
    executive officers during the past fiscal year. 
    
    Item 11.  Security Ownership of Certain Beneficial Owners and Management.
    
        The following table sets forth, as of February 28, 1998, the number of
    shares of the Company's common stock, held by all persons
    known to the Company to be beneficial owners of more than five percent of
    the Company's common stock (the Company's only class of voting
    securities) and by executive officers and directors of the Company
    individually and as a group.  Except as otherwise indicated in the         
    footnotes below, each of the persons listed exercises sole voting and      
    investment power over the shares of the Company's common stock listed for  
    such person in the table.
<TABLE>                                 
        Name/Address of 5% Beneficial Owner, 
             Director, Officer1              Number of Shares Percent of Class
        -----------------------------------  ---------------- ----------------
<S>                                          <C>                <C>
    Ronald A. Nilsson2,3
    243 East 100 North, Spanish Fork, Utah        5,038,890         37.88%     
    Richard T. Smith3
    295 E. Center Street, Springville, Utah       4,023,890         30.25%
    Daniel G. Lloyd
    4958 Naniloa Drive, Salt Lake City, Utah        100,000          0.75%
    Robert H. Schneck
    1121 S. 3400 E. Springville, Utah               300,000          2.25%     
                                
    Officers and Directors as a Group (6 persons) 9,462,780         71.14%
</TABLE>      
        As of February 28, 1998, Cede & Co. held of record 990,435 shares of   
    the Company's common stock (approximately 7.45% of the total
    number of shares of common stock outstanding).  It is the Company's
    understanding that Cede & Co. held such shares as a nominee for broker-
    dealer members of The Depository Trust Company, which conducts clearing
    and settlement operations for securities transactions involving its
    members.
         
        Ronald A. Nilsson disclaims beneficial ownership of 4,000 shares of    
    the Company's common stock held by the Nilsson Family Trust.
    
        Ronald A. Nilsson and Richard T. Smith have an oral agreement pursuant 
    to which they consult with each other concerning the election to the       
    Company's Board of Directors of mutually acceptable members.
    
        Certain Relationships and Related Party Transactions
        ----------------------------------------------------

        Ron Nilsson is the owner of an import company, Rantech Enterprises. 
    Rantech was affiliated with the Company in the initial phases of
    development of the Company's vender relationships.  The Company's
    relationship with Rantech has been approved by resolution of the Board of
    Directors of the Company.  The Company anticipates that its relationship
    with Rantech will decrease in significance as the Company continues to
    consolidate internally within the Company the acquisition, warehousing (if
    necessary), and distribution of all products offered for sale on the WI
    Mall.
                                 
        In January 1998, WI Marketplace received a loan in the amount of       
    $40,000 from Courtney and Nancy Smith, parents of Richard Smith, a
    director of the Company, to cover expenses related to the establishment of
    WI Marketplace.  The term of the loan was 6 months, and interest
    accrued during that time at a rate of 10.5%.  As of February 28, 1998, the
    Company was current on all payments under the loan, with an
    outstanding principal balance of $33,168.
    
    Item 13. Exhibits, Financial Statement Schedule and Reports on Form 8-K.
    
    (a) Regulation S-B Exhibits incorporated by reference:
         
         See fiscal year 1997 Form10-KSB Annual Report previously filed with
         the Securities & Exchange Commission for the following documents: 

             (2)(i)    Agreement and Plan of Exchange, incorporated by
                       reference from the Company's Form 8-K Current
                       Report, filed with the Securities and Exchange          
                       Commission on October 24, 1996;
    
             (2)(ii)   First Amendment to the Agreement and Plan of Exchange,
                       incorporated by reference from the Company's Form 8-K   
                       Current Report, filed with the Securities
                       and Exchange Commission on October 24, 1996;
    
             (3)(i)    Articles of Incorporation of the Company, as
                       amended, which are incorporated by reference from the   
                       Company's Information Statement, filed with the         
                       Securities and Exchange Commission on June
                       30, 1996, and the Company's Form 8-K Current Report,    
                       filed with the Securities and Exchange Commission on    
                       October 24, 1996;
    
             (3)(ii)   Bylaws of the Company, as amended, which are
                       incorporated by reference from the Company's            
                       Information Statement filed with the
                       Securities and Exchange Commission on June 30, 1996;
    
             (4)       Description of the Company's common stock
                       incorporated by reference from the Company's            
                       Information Registration filed with the
                       Securities and Exchange Commission on June 30, 1996;
    
             (10)(i)   Form of Consulting Agreements entered October
                       16, 1996, between the Company and 15 consultants.
                       
             (10)(ii)  The Company's 1996 Stock Option Plan.
          
             (13)      The Company's Quarterly Reports on Form 10-QSB
                       during the preceding fiscal year, which are hereby      
                       incorporated by this reference;
    
             (16)      Letter from Andersen Andersen & Strong, L.C. on
                       change in accountants, incorporated by reference from   
                       the Company's Form 8-K Current Report filed with the    
                       Securities and Exchange Commission on September 17,     
                       1997.
                       
          List of the Company's subsidiaries, the states of incorporation of
    those subsidiaries and the names under which the subsidiaries do business;
                                      
          Consent of Grant Thornton LLP, the Company's certifying accountants.
         
          Financial Data Schedule.

(b)      Forms 8-K filed during the fiscal year ended February 28, 1997.

              (i)  Form 8-K Current Report, filed with the Securities and
                   Exchange Commission on October 24, 1996.

              (ii) Form 8-K/A Current Report, filed with the Securities and
                   Exchange Commission on November 26, 1996.

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

                                       WORLD INTERNETWORKS, INC.



Date: 6/15/98                          /s/Ronald A. Nilsson
     -------------                     ----------------------------
                                       Ronald A. Nilsson, President

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


Date: 6/15/98                         /s/Ronald A. Nilsson
     ------------                     --------------------------------
                                      Ronald A. Nilsson, President and         
                                      Director


Date: 6/15/98                         /s/Richard T. Smith
     ------------                     --------------------------------
                                      Richard T. Smith, Director


Date: 6/15/98                         /s/Daniel G. Lloyd
     ------------                     ---------------------------------
                                      Daniel G. Lloyd, Chief Financial Officer
<PAGE>
                 WORLD INTERNETWORKS, INC. AND SUBSIDIARY
                  (FORMERLY WEALTH INTERNATIONAL, INC.)

              CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF
                 INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                        FEBRUARY 28, 1998 AND 1997
<PAGE>

                              C O N T E N T S


                                                           Page


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS           1

CONSOLIDATED FINANCIAL STATEMENTS
         BALANCE SHEETS                                      3
         STATEMENTS OF OPERATIONS                            4
         STATEMENTS OF STOCKHOLDERS  DEFICIT                 5
         STATEMENTS OF CASH FLOWS                            6
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          7
<PAGE>

                           REPORT OF INDEPENDENT
                       CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors 
World InterNetWorks, Inc. 

We have audited the accompanying consolidated balance sheets of World
InterNetWorks, Inc., (formerly Wealth International, Inc.) and Subsidiary as
of February 28, 1998 and 1997, and the related consolidated statements of
operations, stockholders deficit, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of World
InterNetWorks, Inc., and Subsidiary as of February 28, 1998 and 1997, and the
consolidated results of their operations and their consolidated cash flows for
the years then ended, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial
statements, the Company incurred a net loss of $680,930 and $492,207 during
the years ended February 28, 1998, and 1997, respectively.  As of February 28,
1998, the Company's current liabilities exceeded its current assets by
$1,122,359 and its total liabilities exceeded its total assets by $510,030.
These factors, among others, as discussed in Note B to the financial
statements, raise substantial doubt about the Company's ability to continue as
a going concern.  Management s plans in regard to these matters are also
described in Note B. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/S/GRANT THORNTON LLP

Provo, Utah
May 8, 1998
<PAGE>
<TABLE>
                     CONSOLIDATED FINANCIAL STATEMENTS
                 World InterNetWorks, Inc., and Subsidiary
                   (formerly Wealth International, Inc.)
                        CONSOLIDATED BALANCE SHEETS
                               February 28,
                                 ASSETS
<CAPTION>     
                                          1998                  1997
<S>                                      <C>                  <C>
     CURRENT ASSETS                                                            
     Cash and cash equivalents            $  126,029           $  78,959
     Accounts receivable                     223,853                 -
     Inventories (Note C)                    103,955              11,988
     Total current assets                    453,837              90,947

     PROPERTY AND EQUIPMENT, at cost, 
       net (Notes D and G)                   519,704             151,050
     OTHER ASSETS (Note E)                   103,811              22,370       
                                          $1,077,352           $ 264,367

LIABILITIES AND STOCKHOLDERS  DEFICIT

      CURRENT LIABILITIES                                                      
      Accounts payable                    $  402,832             $61,614
      Related party note payable (Note E)     33,128              61,617
      Current maturities of capital lease 
         obligations (Note G)                  5,134                 -
      Accrued liabilities (Note F)           404,525             155,576       
      Deferred revenue                       730,577             353,307
      Total current liabilities            1,576,196             632,114

CAPITAL LEASE OBLIGATIONS, less current 
          Maturities (Note G)                 11,186                 -

COMMITMENTS AND CONTINGENCIES (Notes J and L)    -                   -

STOCKHOLDERS  DEFICIT (Note I)

Common stock, $0.001 par value
     Authorized - 500,000,000 shares
     Issued  13,300,956 shares in 1998
     And 11,934,956 shares in 1997            13,301              11,935
          
Additional paid-in capital                 1,088,318             468,954
Employee notes receivable (Note E)           (78,897)                -
Treasury stock, at cost (1,020 shares)        (3,186)                -        
Accumulated deficit                       (1,529,566)           (848,646)      
                                            (510,030)           (367,747)
                                         $ 1,077,352           $ 264,367
</TABLE>
     The accompanying notes are an integral part of these statements.
<TABLE>                                     
                 World InterNetWorks, Inc., and Subsidiary
                   (formerly Wealth International, Inc.)

                   CONSOLIDATED STATEMENTS OF OPERATIONS

                         Year ended February 28, 
<CAPTION>                             
                                                 1998            1997
<S>                                            <C>             <C>     
Net revenues (Note K)                        $ 7,762,125        $1,946,942
Cost of products sold                            999,612           856,953
Gross profit                                   6,762,513         1,089,989
     
Operating expenses                                                             
Commissions                                    4,456,907           796,763
Selling, general and administrative (Note L)   2,986,536           785,433     
                                               7,443,443         1,582,196
Loss before income taxes                        (680,930)         (492,207)
Income taxes (Note H)                                -                 -       
                  
NET LOSS                                     $  (680,930)      $  (492,207)
                               
Net loss per common share - basic (Note M)   $     (0.05)      $     (0.04)

Weighted average shares outstanding           13,078,256        11,580,956
</TABLE>
     The accompanying notes are an integral part of these statements.
<TABLE>
                World InterNetWorks, Inc., and Subsidiary
                 (formerly, Wealth International, Inc.)
                                    
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS  DEFICIT
                 Years ended February 28, 1998 and 1997
<CAPTION>                             
                                    
                                  Treasury  Capital in  Employee Accumu-       
                     Common stock   stock    excess of   notes   lated  
                   Shares   Amount amount  par value receivable deficit  Total
<S>               <C>       <C>   <C>      <C>       <C>        <C>    <C>     
Balances as of 
March 1, 1996      182,000  $  182 $   -   $239,965 $  - $(356,429) $(116,282)
          
Issuance of
common stock
from minimum
share resolution
from stock split    19,976     20      -       (20)    -      -           - 

Net issuance of
common stock
from reverse
acquisition (Note
A2)             11,008,980 11,009      -   (11,009)    -      -           - 
          
Issuance of
common stock 
for consulting 
services
at $0.02 per share
(Note I)           300,000    300      -    5,700      -      -        6,000
          
Issuance of
common stock
from the exercise
of options         424,000    424      -  234,318      -      -      234,742

Net loss for 1997      -      -        -      -        - (492,207)  (492,207)

Balances as of 
February 28, 
1997            11,934,956 11,935      -  468,954      - (848,636)  (367,747)
          
Issuance of
common stock
from the exercise
of options 
(Note E)         1,366,000  1,366      -  563,364 (37,500)    -      527,230

Issuance of
notes receivable
to employees
(Note E)               -      -        -      -   (41,397)    -      (41,397)

Award of
common stock to
an officer (Note I)    -      -        -   56,000     -       -       56,000

Purchase of
treasury stock         -      -    (3,186)    -       -       -       (3,186)
                    
Net loss for 1998      -      -       -       -       -  (680,930)  (680,930)

Balances as of 
February 28, 
1998       13,300,956 $13,301$(3,186)$1,088,318$(78,897)$(1,529,566)$(510,030)
</TABLE>
     The accompanying notes are an integral part of these statements.
<TABLE>
                      World InterNetWorks, Inc., and Subsidiary 
                        (formerly Wealth International Inc.)
                              STATEMENT OF CASH FLOWS
                              Year ended February 28,
<CAPTION>
                                                      1998           1997
<S>                                                   <C>           <C>
Increase (decrease) in cash and cash equivalents
  Cash flows from operating activities                $ (624,930) $(492,207)
    Net loss
    Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities         181,310     26,409
         Depreciation and amortization                    56,000        -
         Stock award compensation expense
         Changes in assets and liabilities
            Accounts receivable                         (223,853)       -
            Inventories                                  (91,967)   (11,988)
            Accounts payable                             341,218     39,813
            Accrued liabilities                          248,949    134,356
            Deferred revenue                             377,270    242,301
            Other assets                                 (81,441)   (15,545)

                 Total adjustments                       807,486    415,346

                 Net cash provided by (used in) 
                 operating activities                    182,556    (76,861)

  Cash flows from investing activities                
    Purchase of property and equipment                  (541,561)  (155,709)
    Proceeds from disposal of property                    13,049        -
                 Net cash used in investing activities  (528,512)  (155,709) 

  Cash flows from financing activities
    Proceeds from issuance of common stock               471,230    240,742
    Purchase of treasury stock                            (3,186)       -
    Increase in employee notes receivable                (41,397)       -
    Proceeds from related party note payable              40,000     11,617
    Principal payments on related party note payable     (68,489)       -
    Principal payments on capital leases                  (5,132)       -
                 Net cash provided by financing 
                 activities                              393,026    252,359

Net Increase in cash and cash equivalents                 47,070     19,789

Cash and cash equivalents at beginning of year            78,959     59,170

Cash and cash equivalents at end of year                $126,029    $78,959

Supplemental disclosure of cash flow information
  Cash paid during the year for interest                $  5,715   $  4,849
</TABLE>
Other noncash financing activities
  The Company has entered into capital lease obligations for acquisition of
equipment in the amount of $21,452 in 1998. Also during 1998, the Company
issued common stock in exchange for a $37,500 employee note receivable.

The accompanying notes are an integral part of these statements.

                      World InterNetWorks Inc., and Subsidiary 
                        (formerly Wealth International, Inc.)
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              February 28,1998 and 1997

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows.

1. Nature Of operations

World InterNetWorks, Inc., a Nevada corporation, through its wholly-owned.
subsidiary, World Internet Marketplace, Inc., a Utah corporation
(collectively, the Company), Is engaged in the marketing and distribution of
products and services relating to commerce on the Internet.  The Company sells
its products or services to a sales force of independent distributors who use
the products or services themselves or resell them, to consumers- Prior to
1998, World InterNetWorks, Inc. was known as Wealth International, Inc.
The Company`s revenues are substantially derived from two categories of
products or services.  First, the Company provides personal and commercial web
site development and Maintenance and Internet training.   Second, the Company
operates a "virtual mall" on an Internet web site. The "virtual mall"
functions as an online department store. Most orders are shipped directly from
the manufacturer or wholesaler to the customer.

2.  Organization

On August 27, 1996, the stockholders of Impressive Ventures LTD (the public
shell), a non-operating developmental stage company, approved an agreement
wherein the of the Company obtained control of the public shell. This
transaction has been treated as an acquisition of the public shall by the
Company, and as a recapitalization of the subsidiary. The agreement required
the of the company to exchange all of their common shares far 11,008,980
common shares of the public shell, after the effects of a reverse stock split
of 250 for 1 and later a stock split of 1 to 4.  The public shell had no
operations or significant assets. The Company was established in November of
1995 and operated as a partnership until its incorporation in July 1996.

After the transaction was complete, the public shell's name was changed to
World InterNetWorks, Inc. and the operating subsidiariey's name was changed to
World Internet Marketplace, Inc. (WI)- The consolidated financial statements
include the accounts of World InterNetWorks, Inc. and its wholly-owned
subsidiary. All material intercompany accounts and transactions have been
eliminated.

3. Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity
of three months or less when purchased to be cash equivalents.

4. Inventories

Inventories are stated at the lower of coat or market using the first-in,
first-out method. Most product sales are shipped directly to the customer from
the manufacturer and are not carried by the Company as inventories.

5. Depreciation and amortization

Depreciation is provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives. 
Leasehold improvements are amortized over the lesser of their economic lives
or the life of the respective lease. For financial reporting purposes, the
straight-line method of depreciation is followed.  Accelerated methods of
depreciation are used for tax purposes.

Maintenance and repairs, which neither materially add to the value of the
asset nor appreciably prolong its life are charged to expense as incurred. 
Gains or losses on dispositions of property and equipment are included in
earnings.

6. Software development Costs

Software development costs for internally used software are capitalized
beginning when adequate funds am committed and technological feasibility for
the project is established up to the time the product is ready for internal
use.  Research and development costs related to software development are
expensed as incurred.  Research and development expenses approximated $102,000
and $24,000 in 1998 and 1997, respectively.

7. Deferred revenue

Independent sales representatives maintain their affiliation with the Company
through purchasing a specified amount of either goods or points on a monthly
basis. Points can be redeemed at one US dollar per point at a later date and
expire one year from the date of purchase. Revenues received for point
purchases are deferred and recorded in income during the period in which the
related points are redeemed for Product.

8.  Revenue recognition

The Company generally receives the sales price of its web pages and products
in cash at the time orders are made.  Sales are generally recorded at the time
the Web page is activated or the product is shipped.

9. Income taxes

The Company utilizes the liability method of accounting for income taxes. 
Under the liability method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. An allowance against
deferred tax assets is recorded when it is more likely than not that such tax
benefits will not be realized.

10. Common stock split and reverse split

During 1997, the Company effected a reverse stock split of 250 for 1 and,
subsequently, a stock split of 1 for 4.  The accompanying  financial statement
have been restated to reflect these stock splits for all periods presented.

11. Product return

The Company's refund program generally provides that an independent sales
representative may cancel a web page or return defective merchandise for the
amount of the purchase price up to three days from the date of purchase. After
three days, customers, receive points for the amount of the purchase price,
less restocking fee. The Company has established a provision for sales returns
which is included in accrued liabilities.

12. Net loss per common share-basis

Net loss per common share - basic is based on the weighted average number of
common shares outstanding during each period (Note M).

13. Use of Estimates

In preparing the Company's financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the 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 estimates.

14. Recently issued accounting pronouncements not yet adopted

Comprehensive income

In June 1997, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No 130 (SFAS 130), "Reporting Comprehensive
Income." SFAS 130 requires entities presenting a complete set of financial
statements to include details, of comprehensive income that arise in the
reporting period.  Comprehensive income consists of not income or loss for the
current period and other comprehensive income, which consists of revenue,
expenses, gains, and losses that bypass the income statement and are reported
directly in a separate component of equity.  Other comprehensive income
included, for example, foreign currency items, minimum pension liability
adjustments, and unrealized gains and losses on certain investment securities-
SFAS 130 requires that components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. This statement is effective for fiscal years beginning
after December 15, 1997 and requires restatement of prior period financial
statements promoted for comparative purposes.

Disclosure of segments

Also in June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131 (SFAS 131), "Disclosure about Segments of an Enterprise and Related
Information." This statement requires an entity to report financial and
descriptive information about their reportable operating segments.  An
operating segment in a component of an entity for which financial information
is developed and evaluated by the entity's chief operating decision maker to
assess performance and to make decisions about resource allocation.  Entities
are required to report segment profit or loss, certain specific revenue and
expense items and segment assets based on financial information used
internally for evaluating performance and allocating resources.

The Company does not believe that the adaption of SFAS 130 and SPAS 131 will
have a material effect on the Company's consolidated financial statements.

NOTE B - REALIZATION OF ASSETS

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern.  However, the Company has sustained
substantial 1osses from operations in recent years The recoverability of a
major portion of the recorded asset amounts shown in the accompanying balance
sheets is dependent upon the Company's ability to meet its financing
requirements on a continuing basis and to succeed in its future operations. 
The financial statements do not include, any adjustments relating to the
recoverability and  classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company
be unable to continue in existence.

Management believes that revenues generated from operations will be sufficient
to meet the Company's anticipated cash needs for working capital and capital
expenditures through the end of the fiscal year 1999. This belief is
substantially based on three factors: (i) the Company has experienced growth
in the number of its independent distributors; (ii) the Company has
streamlined its operations, resulting in increased economic efficiencies; and
(iii) the Company has developed a substantial number of new internet based
commerce products, which have the potential of significantly increasing future
sales.

NOTE C - INVENTORIES

Inventories, at cost, consist of the following:
<TABLE>
<S>                                         <C>                   <C>
                                                1998                   1997
        Product                               $24,440                $11,988
        Sales aids                             79,515                    -
                                             $103,955                $11,988
</TABLE>      
NOTE D - PROPERTY AND EQUIPMENT
<TABLE>
Property and equipment at cost, and estimated useful lives are as follows:
<S>                                          <C>           <C>            <C>
                                               1998         1997          
years
        Furniture and equipment              $369,390     $ 56,116         7
        Leasehold improvements                 54,108       50,000         5
        Computer Software                     243,697       72,652        3-5
                                              667,195      178,768
        Less accumulated depreciation and 
        amortization                         (147,491)     (27,718)
                                             $519,704     $151,050
</TABLE>
Assets under capital leases of $21,452 (net of $5,133 of accumulated
amortization) are included in property and equipment at February 28, 1998. 
There were no assets under capital leases as of February 28, 1997.

NOTE E - RELATED PARTY AND EMPLOYEE TRANSACTIONS

The Company holds notes receivable from two employees. The notes are due on
demand, accrue interest at 6-0% and are collateralized by common stock of the
Company.

The Company also holds a note receivable from an employee, due upon the sale
of collateral, but no later than May 2003.  The note accrues interest at 6.0%
and is collateralized by common stock of the Company.

The Company has a note payable to family members of a stockholder with an
interest rate of 10.5%. The note is due in full during fiscal 1999 and is not
collateralized.

During 1998, the Company advanced $80,000 to a former employee as a deposit
for the purchase of a building.

During 1997, the Company purchased $19,540 of equipment from an entity owned
by a stockholder of the Company.

During 1998, the Company made payments of approximately $78,000 to a
stockholder for consulting services.

NOTE F - ACCRUED LIABILITIES
<TABLE>
Accrued liabilities consist of the following:
<S>                                            <C>              <C>
                                                  1998             1997
          Sales taxes                            $ 60,148       $ 45,087
          Wages and vacation                      114,377         35,489
          Allowance for product returns           195,000         75,000
          Other                                    35,000            -
                                                 $404,525       $155,576
</TABLE>
NOTE G - CAPITAL LEASE OBLIGATIONS

The Company holds equipment under capital lease obligations.  The obligations
are collateralized by equipment. The following is a schedule by years of
future minimum lease payments under, capital leases together with the present
value of the net lease payments:
<TABLE>
<S>                                                 <C>
          Year ending February 28,
                    1999                             $ 5,938
                    2000                               5,938
                    2001                               3,595
                    2002                               3,595
                    Thereafter                           -
                    Total minimum lease payments      19,066
                    Less amount representing interest (2,746)
                    Present value of net minimum lease
                          payments                    16,320 
                    Less current maturities           (5,134)
                                                      11,186
</TABLE>                                                    
NOTE H - INCOME TAXES

As of February 28, 1998, the Company had federal and state net operating loss
carryforwards of approximately $3,238,000. The net operating losses will
expire at various dates beginning in years 2012 through 2013, if not utilized.

The Company operated, for tax purposes, as a partnership under provisions of
the Internal Revenue Code from November 1, 1995 through July 10, 1996. During
this period, losses of the Company flowed through the partnership. 
Accordingly, the Company was not subject to federal income taxes on Company
operating results for the period in which the partnership was in existence,
and no provision or current liability or asset for federal, or state income
taxes for those periods has been reflected.

Deferred income taxes reflect the net tax effects of temporary differences
between, the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.  Significant
components of the Company's deferred tax assets for federal and state income
taxes as of February 25, 1998 and 1997 are as follows:
<TABLE>
<S>                                                 <C>              <C>
                                                       1998           1997
      Long-term deferred tax assets (liabilities)
         Net Operating loss Carryforward             $1,207,633    $145,600
         Allowance for product returns                   72,735      28,349
         Deferred compensation                           12,976         -
                                                      1,293,344     173,949
      Software developed for internal use               (38,896)    (14,512)
                                                      1,254,448     159,437
      Less Valuation allowance                       (1,254,448)   (159,437)
                                                     $      -      $    -
</TABLE>
There were no deferred tax assets or income tax benefit recorded in the
financial statements for net deductible temporary differences or the not
operating loss carryforward due to the fact that the likelihood of realization
of the related tax benefits cannot be established. The net valuation allowance
increased by $1,095,011, during the year ended February 28, 1998.

As of February 23, 1998, approximately $866,756 of the valuation allowance for
deferred tax assets relates to benefits of stock option deductions which, when
recognized, will be credited directly to additional paid-in capital.

Reconciliation of income taxes computed at the federal statutory rate of 34%
and the recorded income taxes for 1998 and 1997 are as follows:
<TABLE>
<S>                                                 <C>              <C>

                                                        1998            1997
         Tax benefit at statutory rate                $(212,476)    $(167,350)
         Partnership loss not included in tax benefit       -          23,597
         State taxes, net of federal benefit            (20,623)      (16,243)
         All other                                        4,844           559
         Adjustment of Valuation allowance for
            deferred tax assets                       $ 228,255      $159,437
                                                      $     -        $    -
</TABLE>
NOTE I - STOCK OPTIONS AND STOCK AWARDS

Effective October 13, 1996, the Company adopted a stock option plan which
provides for the granting of stock options and awards to employees, officers
and non-employees to purchase up to 4,000,000 shares of stock, subject to
adjustment under certain circumstances.  On October 22, 1996, a 4 for 1 stock
split increased the number of shares available for stock options and awards to
16,000,000. These shares may be issued, as incentive stock options,
non-qualified stock options or awards.

Incentive stock options

Under the plan, incentive stock options, may be granted to employees and
officers.  During 1998, 1,565,000 incentive stock options were granted under
the plan.  Incentive stock options vest at graded rates over the vesting
periods.  The exercise price for incentive stock options may not be less than
the fair market value per share of common stock on the grant date. In the case
of incentive stock options granted to an employee possessing more than 10% of
the total combined voting power of all classes of stock of the Company, the
exercise price may not be less than 110% of the fair market price per share of
common stock on the grant date.  An employee may not be granted incentive
stock options that would entitle the employee to purchase more than $100,000
in fair market value of common stock in the year in which the options are
exercisable for the first time.

Non qualified options

Employees, officers, directors and consultants may be granted non-qualified
options.  Directors, officers, employees and consultants are also eligible for
awards of stock and opportunities to make direct purchases of stock in the
Company.  During 1998 there were no non-qualified options granted under the
plan.  Non-qualified options vest at graded rates over the vesting periods.
Non-qualified options also include options which are performanced based. 
These options vest 20% each time the grantee sells a designated number of
storefronts for the Company.  The exercise price for non-qualified stock
options may not be less than the lessor of (i) the book value per share
of common stock as of the end of the fiscal year of the Company immediately
preceding the grant date, or (ii) 50% of the fair market value per share of
common stock on the grant date.

Fair market value of options granted

The Company has adopted only the disclosure provisions of Statement of
Financial Accounting Standard No. 123, "Accounting for Stock-Based
Compensation" (SPAS 123).  Therefore, the Company accounts for stock based
compensation under Accounting Principles Board Option No. 25, under which no
significant compensation cost has been recognized.  Had the compensation cost
for the stock based compensation been determined based upon the fair value of
the awards at the grant date consistent with the methodology prescribed by
SFAS 123, the Company's net loss and loss per share would have been increased
to the following pro forma amounts: 
<TABLE>
<S>                             <C>                 <C>               <C>
                                                       1998             1997

                  Net loss    As reported           $(624,930)     $(492,207)
                              Pro forma              (637,814)      (495,901)
                  Loss per    as reported               (0.05)         (0.04)
                  common share 
                  - basic     Pro forma                 (0.05)         (0.04)
</TABLE>

The fair value of these options was estimated at the date of grant using the
Black-Scholes American option-pricing model with the following weighted
average assumptions for 1998 and 1997: expected volatility of 88% and 150% for
1998 and 1997, respectively, risk-free interest; rate of 6.10% and expected
life of 4 years for both 1998 and 1997.  The weighted average fair value of
options granted in $0.35 and $0.005 per share in 1998 and 1997, respectively.

Option pricing models require the input of highly sensitive assumptions
including the expected stock price volatility.  Also the Company's stock
options have characteristics significantly, different from those of traded
options, and changes in the subjective input assumptions can materially affect
the fair value estimate.  Management believes the best input assumptions
available were used to value the options and the resulting option values are
reasonable.

Information with respect to the Company's stock option plan at February 28,
1998 is as fol1ows:
<TABLE>
<S>                              <C>                 <C>        <C>
                                   Stock              Exercise  Weighted avg.
                                  Options              Price   Exercise price

Outstanding at March 1, 1996 -
Granted                           4,935,000          $0.25-2.50      $0.34
Exercised                          (424,000)          0.25-0.50       0.40
Outstanding at February 28, 1997  4,511,000           0.25-2.50       0.33
Granted                           1,565,000           0.38-2.50       0.76
Exercised                        (1,366,000)          0.25-0.50       0.46
canceled                           (592,000)          0.25-2.50       0.36
Outstanding at February 28, 1998  4,118,000           0.25-2.50       0.48
Exercisable at February 28, 1998  1,778,000           O.25-0.50       0.34
</TABLE>

Additional information, about stock option outstanding and exercisable at
February 28,1998 is as follows:
<TABLE>
Options outstanding:
<S>                    <C>       <C>           <C>               <C>
                        Exercise    Number     Weighted - Avg   Remaining
   Option Type           prices   Outstanding  Exercise Price Contractual Life 
  Non-qualified          $0.25     787,000                        4 years
                          0.50     329,000
                          2.50     315,000
                                 1,431,000             $0.80
 Incentive                0.25   1,437,000                        3 Years
                          0.38   1,250,000
                                 2,687,000             $0.32
</TABLE>
<TABLE>
Options Exercisable:
<S>                     <C>             <C>                  <C>
                                         Number              Weighted-Average
   Option Type       Exercise Prices   Exercisable             Exercise Price
  Non-qualified          $0.25          208,000
                          0.50          389,000
                                        597,000                     $0.41
  Incentive              $0.25          681,000
                          0.38          500,000
                                      1,181,000                      0.31
</TABLE>
Stock awards 

During 1998, a stockholder gave 100,000 shares of the Company's restricted
common stock to an officer of the Company.  The firm market value of the stock
on the date of gift was estimated to be $56,000 and has been recorded as
compensation expense.

During 1997, the Company issued. 300,000 shares of common stock to a
consultant who assisted with the reverse merger. Also during 1997, certain
stockholders gave 300,000 shares of common stock to a consultant for services
rendered.  The fair market value of the stock on the dates of both was $0.02
per share or $12,000.

NOTE J - COMMITMENT AND CONTINGENCIES 

1. Litigation and claims

The Company is engaged in various litigation and claims both as defendant and
plaintiff arising through the normal course of business.  In the opinion of
management, based on the advise of legal counsel, these lawsuits do not
represent a material obligation to the Company as of February 28, 1998.

2. Leases

The following is a schedule of future minimum annual rental payments for real
property required under an operating lease having a remaining non cancelable
lease term in excess of one year:

        Year Ending February 28
                1999                          $ 100,386
                2000                             86,070
                2001                             88,495
                2002                             75,430
                Thereafter                          -
                                              $ 350,381

Rent expense -totaled $139,516 for the year ended February 28, 1998 ($18,211
in 1997).

NOTE K - CONCENTRATION

Of the Company's, total net revenues for 1998, approximately 69% were
generated from a single independent distributor(49% in 1997).

NOTE L - COMMERCIAL USE OF THE INTERNET

Critical issues concerning the viable commercial use of the Internet remain
unresolved and may impact the growth of Internet use.  Such issues include
security, reliability, cost, ease of use and access, and quality of service. 
The Company believes that its products and services may be economically and
commercially marketed using the Internet and furthermore that the number of
users of the Internet will continue to grow. Marketing and distribution of the
Company's products and services will depend in large part on a robust Internet
industry, and adequate infrastructure for providing Internet access and
carrying growing Internet traffic.

NOTE M - NET LOSS PER COMMON SHARE - BASIC

During February of 1997, the FASB issued Statement of Financial Accounting
Standard No. 128, "Earnings per Share". This statement changed the method in
which earnings (loss) per share are, determined.  The new standard requires
the computation of basic earnings (loss) per share and earnings (loss) per
share assuming dilution.  Adoption of this statement has been applied
retroactively and the 1997 net loss per common share amounts have been
recomputed applying the new standard and has not had an impact on net loss per
common share.  Options to purchase 4,318,000 and 4,511,000 shares of common
stock at $0.25 to $2.50 per share were outstanding during the years ended
February 28, 1998 and 1997, respectively.  They were not included in the
computation of net loss per common share because they would have had an
anti-dilutive effect on the net loss per common share for the years ended
February 28, 1998 and 1997.  Net loss per common share basic and assuming
dilution were the same for the years ended February 23, 1998 and 1997,
respectively.