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

                                   Form 10-KSB
                                   -----------

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934 For the fiscal year ended: February 28, 2001


[ ]      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 or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


625 Cochran Street, Simi Valley, California                   93065
-------------------------------------------                   -----
(Address of principal executive offices)                   (Zip Code)


Issuer's telephone number     (805) 582-3600


Securities registered under Section 12(b) of the Exchange Act:          None


Title of each class                  Name of each exchange on which registered
       N/A                                       N/A


Securities registered under Section 12(g) of the Exchange Act:           None

<PAGE>



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. [X] Yes [ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  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. [ ]

State issuer's revenues for its most recent fiscal year. $363,088

The  aggregate  market  value  of  the  common  stock  of  the  issuer  held  by
non-affiliates  as of June 5, 2001,  based upon a closing bid price of $0.17 per
share on such date, was approximately $1,630,990.

The number of shares outstanding of the issuer's common stock as of June 5, 2001
was 15,509,956 shares.

Transitional Small Business Disclosure Format (check one):  [ ] Yes  [X] No


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                                     Part I

Item 1.  Description of Business.

Organization and History

         World  Internetworks  is a Nevada  corporation.  It was incorporated on
March 17,  1986,  under the name  Impressive  Ventures,  Ltd. for the purpose of
engaging in any lawful  activity or  business.  We did not conduct any  business
operations  until August 27, 1996, when our  stockholders  approved an agreement
under which the stockholders of Wealth  International,  Inc., a Utah corporation
(Wealth  Utah),  obtained a controlling  interest in Impressive  Ventures.  This
transaction was treated as an acquisition of Impressive Ventures by Wealth Utah,
and as a recapitalization of Wealth Utah. Under the agreement,  the stockholders
of Wealth Utah exchanged all of their shares in Wealth Utah for 2,752,245 common
shares of Impressive  Ventures,  after the effects of a 1-for-250  reverse stock
split, a 4-for-1 forward stock split and a 1-for-4 reverse stock split.

         After the transaction was completed,  Impressive  Ventures  changed its
name to Wealth International,  Inc. and the operating  subsidiary,  Wealth Utah,
subsequently  changed its name to World  Internet  Marketplace,  Inc. In January
1998,  we  changed  our  name to  World  Internetworks,  Inc.  in  order to more
accurately  reflect  the  nature of our  business.  We formed  Global  Wholesale
Exchange,  Inc. and Global Media Group,  Inc., both Utah  corporations,  in June
1996 as additional operating subsidiaries.

Nature of Operations

         Until 1999, we had three wholly-owned subsidiaries:  (i) World Internet
Marketplace,  Inc.,  a Utah  corporation,  which was  engaged in  marketing  and
distributing  products and services relating to internet  commerce;  (ii) Global
Wholesale  Exchange,  Inc., a Utah  corporation,  which commenced  operations in
June,  1998,  providing  wholesale  goods  to  consumers  via  internet  and fax
notification;  and (iii)  Global Media Group,  Inc.,  a Utah  corporation  doing
business  as  the  "Institute  for  Financial  Independence",   which  commenced
operations  in  June,   1998,  and  performed   seminars  that  sold  the  other
subsidiaries'  products.  Our  business  operations  were  unsuccessful  and our
subsidiaries  ceased  operations  in October  1998.  In 1999,  each of the three
subsidiaries  filed  a  Chapter  7  bankruptcy  petition  in the  United  States
Bankruptcy  Court of the District of Utah. On July 28, 2000 the bankruptcy court
ordered  all  three  cases  closed  and  discharged   the  bankruptcy   trustee.
Additionally,  the  Utah  Department  of  Commerce  dissolved  each  subsidiary.
Consequently, we re-entered the development stage.

         As part of our efforts to create a new business plan, in November 1998,
former  management  entered  into  agreements  with  Steven K.  Hansen and Dwain
Brannon. Under these agreements, Messrs. Hansen and Brannon were retained to use
their best efforts to assist in identifying  and retaining a new management team
and developing a corporate restructuring plan.

         In  February  1999,  our new  directors  and  executive  officers  were
appointed  and we began to proceed with our new business  plan that included the
following:

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<PAGE>

o    provide web site design and build  software that will allow small  business
     and home-based  entrepreneurs to establish an internet  presence at a lower
     price than our competitors can provide;

o    establish an internet training and technical support program that will help
     our members understand the internet and learn how to profit from it;

o    use the "affiliate  method" to encourage  members to recruit other members.
     Under this method, each member will be paid for each new member registered,
     down two membership levels;

o    create  strategic  alliances  with  companies such that our members will be
     able to offer these  companies'  products on member web sites and receive a
     commission ranging from approximately 4% to 10% on each sale,  depending on
     the terms and conditions for each company;

o    provide our members with access to our "Main Street Plaza" online  shopping
     mall, which will allow them to sell their own products over the internet;

o    through our relationship  with Alta Vista, one of the top search engines in
     the country, provide our members with unlimited internet access;

o    increase market  awareness of our service through search engine  placement.
     We are  already  rated in the top 10 on Alta Vista and Google and expect to
     rate highly on America Online and Yahoo! in the near future.

         These  business  operations  were  also  unsuccessful.   As  a  result,
effective March 22, 2001,  World  Internetworks  acquired all of the outstanding
stock of GT Data  Corporation  and GT Data became a wholly owned  subsidiary  of
World  Internetworks.  Pursuant to the Agreement and Plan of Reorganization  and
Merger,  the  shareholders  of GT Data  received,  in exchange  for all of their
shares of GT Data,  7,688,403 shares of the common stock of World Internetworks,
after a 2-for-1 reverse stock split.

         Subsequent  to  the  merger,   effective  on  April  30,  2001,   World
Internetworks sold all of the assets of its pre-existing Internet business.  See
"Business - Fiscal Year 2000" for a  description  of the  pre-existing  Internet
business.  We will now focus our  efforts  on our newly  acquired  data  storage
business. See "Business - Current." Additionally, as part of the GT Data merger,
the current  management  and directors of World  Internetworks  resigned.  A new
management  team  and  board of  directors  has been put in place to run the new
operations of the company.

Business - Fiscal Year 2000

         The  following  discussion  of our business  during fiscal year 2000 is
provided for the purposes of full disclosure. As noted above, we sold the assets
related to our Internet  business on April 30, 2001,  and we are now  completely
focused on our newly acquired data storage business.  As a result, the following
information  until "Business - Current" is historical,  and no longer applicable
to current operations.

Principal Products and Services

         World Internetworks is a full-service  Internet services provider.  Our
principal  business  is to provide  web site  design,  hosting and access to our
"Main Street Plaza" shopping mall for small and home-based  businesses that want
to  take  advantage  of  the  recent  trend  toward  e-commerce.  For a  monthly


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<PAGE>

membership  fee of $39.95,  our members have access to our web design  software,
which allows even non-computer experts to quickly and easily build their own web
sites. Using our software, the typical user can have a fully functional web site
in a few hours without having to learn any  programming  language.  Our web site
features include:

o        50 megabytes of web space;

o        Internet access through Alta Vista Company's Micro Portal;

o        Personal CGI and log directories;

o        Microsoft front page extensions;

o        Unlimited free e-mail;

o        Domain name hosting at no extra monthly cost; and

o        Discount web master services to help with web site development.

         In addition to our web site hosting  services,  our monthly  membership
fee gives our members access to our Main Street Plaza online  shopping mall. The
Main Street Plaza,  which became fully operational in October,  1999,  currently
consists of approximately 340 merchants that  collectively sell  approximately 2
million  products.  We  believe  that the  aggregation  of many  large and small
retailers'  web  sites  into one  large  online  "mall"  provides  much  greater
visibility to our members,  whose web sites may never  receive  enough "hits" to
justify the sites' existence if they stood on their own.

         On October 20,  1999,  we entered into a  FreeAccess  Software  License
Agreement with Alta Vista Company.  Under the Agreement,  Alta Vista licensed to
us the rights to use, distribute,  market and sublicense its FreeAccess Internet
access software.  We also have the right to use Alta Vista's marks in connection
with the marketing and distribution of FreeAccess.  The license is non-exclusive
and non-transferable.

Distribution Methods of the Products or Services

         A key  measure  of any  web  site's  success  is the  number  of  users
accessing the site, or "hits," per day. A retailer's  web site is only useful as
long as it is being seen by  potential  customers.  One way to ensure this is to
obtain a listing on a "search  engine," which is an online  research device that
allows a user to type in  certain  key words  and then  locates  web sites  that
include the information that the user is seeking. For example, a holiday shopper
who is interested in finding out what new toys are popular might access a search
engine and type in the word  "toys."  The search  engine  would then  search the
worldwide  web for web sites  that deal with toys.  The  method  that the search
engine uses to locate these sites is called its "search protocol."

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<PAGE>

         Our web site has been  designed to achieve  maximum  exposure to search
engine   protocols.   In  March,   2000,  our  server  received  an  average  of
approximately 18,000 hits per day. As our advertising takes effect and we obtain
favorable  listings  on  search  engines,   we  expect  these  figures  to  grow
significantly.

         One of the most widely used marketing  methods on the Internet today is
the  "affiliate"  method.  This  concept  uses the  premise  that  thousands  of
"affiliates," each selling a retailers products or services, is potentially more
profitable  than a single  stand-alone  operation.  Using this concept,  we have
adopted a  two-tiered  affiliate  program  that is  designed  to  encourage  our
existing members to recruit new members. Under this program, each of our members
is paid a monthly  referral  commission  of $5 every time we receive the monthly
membership fee of a member that the first member has recruited.  Similarly,  the
first-line  member will receive $4 per month for every third-line member that is
recruited by the members that the first-line  member has  recruited.  We believe
that this program will motivate each of our members to become active  proponents
of World Internetworks in the marketplace.

         Many large retailers have also discovered the benefits of the affiliate
method. Using this method, online retailers establish "links" from their own web
sites to the web sites of other  retailers.  For every purchase made as a result
of  this  link,   the  first  retailer   receives  a  commission   ranging  from
approximately 4% to 10%. The amount of the commission  typically  increases with
the monthly  sales volume that is derived  from the  first-line  web site.  Each
retail partner sets its own commission structure.

         In order to exploit the  advantages  of the affiliate  method,  we have
become a member of the affiliate network established by LinkShare Corporation of
New York City.  LinkShare manages the world's largest affiliate  network,  which
includes tens of thousands of affiliate sites and over 350 leading merchants. As
a  result  of  this  arrangement,  each of our  members  will  be  eligible  for
commissions  on all  sales by member  retailers  that  originate  from the first
member's  site.  Most  retail  affiliate  relationships  do not rely on  written
agreements   between   the   parties,    but   are   established   through   the
commission-paying retailer's web site.

Competitive Business Conditions

         The market for  Internet  services is  intensely  competitive,  rapidly
evolving and subject to rapid technological  change. World Internetworks expects
competition  to persist,  intensify  and  increase  in the  future.  Most of our
current and  potential  competitors  have  longer  operating  histories,  larger
installed  customer bases,  longer  relationships with clients and significantly
greater financial, technical, marketing and public relation resources than we do
and could  decide at any time to  increase  their  resource  commitments  to our
target  market.  In order to remain  competitive,  we may from time to time make
certain pricing, service technology or marketing decisions and we can not assure
you that these decisions will lead to success. Competition of the type described
above could  materially  adversely  affect our business,  results of operations,
financial condition and prospects.

         In  addition,  our  ability  to  generate  clients  will  depend  to  a
significant  degree on the quality of our services and our reputation  among our
clients and potential clients.  If we lose clients to our competitors because of
dissatisfaction  with our services or our  reputation is adversely  affected for
any other reason,  our revenues will likely  decrease and our prospects could be
materially adversely affected.

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<PAGE>

         There are relatively low barriers to entry into the web site design and
hosting business. Because firms such as World Internetworks rely on the skill of
their personnel and the quality of their client  service,  they have no patented
technology  that would  preclude  or inhibit  competitors  from  entering  their
markets. We are likely to face additional competition from new entrants into the
market in the future. We can not assure you that existing or future  competitors
will not develop or offer services that provide significant performance,  price,
creative or other advantages over those that we offer.

Dependence on One or a Few Major Customers

         World Internetworks does not depend on one or a few major customers. We
currently have a membership base of approximately 600 users. Virtually any small
business that is interested in economically  entering the world of e-commerce is
a potential customer.

         Our  inter-retailer  affiliate  marketing  program is  dependent on our
relationships  with  LinkShare  and  Commission  Junction,  both  of  which  are
affiliate  managers.  If these  relationships  were to end for any  reason,  our
members would not be eligible for the commissions' payable under these programs.
Because the programs are an  attractive  part of our business  plan, we may lose
some members and  potential  members who were drawn to us primarily due to those
programs. If enough potential members make this decision,  our operating results
could suffer significantly.

Patents, Trademarks,  Licenses, Franchises,  Concessions,  Royalty Agreements or
Labor Contracts

         The names  Wiworks.com,  Main  Street.com and Wimall.com are registered
domain names of World Internetworks with Internic.

Need for any Governmental Approval of Principal Products or Services

         We are not aware of any law or regulation that would require government
approval  of any  of our  products  or  services  or  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 World  Internetworks is
currently  in  compliance  with  all  laws  pertaining  to use of the  Internet.
Nevertheless,  we can not assure you that  restrictive  legislation  will not be
enacted in the future.  New regulation may require us to expend large amounts of
money to ensure  compliance or may simply prohibit us from doing certain things.
In either case, our profitability may be adversely affected.

Research and Development

         World   Internetworks   has  engaged  the  services  of  four  computer
engineers,  two of whom are  employees  and two of whom  work on an  independent
contractor basis.  These engineers perform technical tasks such as designing our
Main Street Plaza web site and adding merchants to the site. The two independent
contractor  engineers are paid by the hour based on invoices  submitted to World
Internetworks  for  payment.  Other than  these  tasks,  we do not  expect  that
research and development will be a significant part of our operations.

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<PAGE>

Costs and Effects of Compliance with Environmental Laws

         Management  does not believe that compliance  with  environmental  laws
will require a significant portion of our resources.

Number of Employees

          We have six full-time employees.  We have also engaged the services of
two independent  contractor  computer engineers to assist with technical aspects
of  our  operations,   as  discussed  above  under  the  heading  "Research  and
Development."

Business - Current

Overview

         Our core business  goal is to become a high-end data storage  solutions
company that develops, manufactures and sells advanced tape drives. In addition,
we will  continue  to operate  our current  complimentary  business  that offers
repair,  remarketing  and  logistics  solutions  to  the  data  storage  market,
including mass storage for original equipment manufacturers and integrators.

         We believe that our tape drives will deliver high  capacity,  increased
reliability  and reduced  costs to our  potential  customers.  Our core business
model is focused  upon two segments of the computer  storage  industry:  (i) the
high-range  tape drive market for large  libraries;  and (ii) the mid-range tape
drive market for use in tape  autoloaders  and automated  tape library  systems.
There are currently two formats that  dominate the tape library  segment.  These
formats are the eight  millimeter  (8MM) and the digital linear tape. We believe
the digital linear tape is the standard in the mid-range market and we intend to
make it our primary focus in that market.

         We are still in the process of attempting to obtain the  technology and
capacity  to achieve  our goal of  becoming a high-end  data  storage  solutions
company  and  there is no  assurance  that we will do so. We do not yet have any
tape drives in late - stage development or production.  In the interim and after
such  technology and capacity is acquired,  we intend to continue  operating our
repair, remarketing and logistics solutions business.

Proposed Products and Product Development

         As a  result  of  rapidly  changing  industry  standards  and  customer
requirements,  we intend to conduct extensive  research and development  efforts
before  commencing  product  development.  We will  focus on  areas  of  product
development that we believe can do the following for our proposed tape drives:

o        Improve reliability;

o        Increase data capacity;

o        Reduce part count or size;

o        Alter parts or materials advantageously;

o        Extend its life; and

o        Increase its speed.

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We believe that by focusing on these areas, we can create competitive advantages
for our proposed products.  These competitive advantages could result in greater
revenue, greater market share, lower costs and higher gross profit margins.

         We recently  acquired an option to enter into a license  agreement with
Mountain  Engineering  II,  Inc.  to design and  develop  the first  series of a
Starlite tape drives, which are IBM 3590 compatible tape drives. As part of this
agreement,  we will have an exclusive,  non-restrictive  and perpetual worldwide
license to  manufacture,  brand and sell the  Starlite  tape drive.  The license
would also extend to 3590E  compatible  tape drives and all tape drives that use
the IBM 3590 cartridge. The Starlite tape drive is a low-cost,  high-performance
tape drive for the  high-end  tape drive  market.  If we exercise  our option to
acquire the license, we anticipate  manufacturing the Starlite tape drive at our
repair and services subsidiary,  TSLi. In order to exercise the option to secure
our exclusive  license,  we must provide  Mountain  Engineering  II with various
development  funding.  We do not  currently  have this  funding  to  deliver  to
Mountain  Engineering  II.  Although we are  attempting  to raise  funding  from
various sources, there can be no assurance that we will do so. Even in the event
that we are able to raise  the  necessary  funding,  there is no  assurance that
Mountain  Engineering  II will  successfully  develop  reliable  and  marketable
Starlite drives.

Data Storage and Repair Service

         Through our wholly owned  subsidiary  TSLi, we offer warranty,  repair,
sales, logistics and new build services to users of magnetic disk, optical disk,
hard disk and magnetic tape. We also offer full service and support capabilities
for other mass storage  categories,  including  hard drives,  CD ROMs and floppy
drives.

         We  believe  that we  differentiate  ourselves  as a leading  edge mass
storage service provider  through our strategic  partnerships and contracts with
mass storage OEMs. By combining our in-house engineering talent with proprietary
support  from these OEMs,  we are  positioned  to support a wide variety of mass
storage  products,  as well as services.  This OEM support includes  proprietary
test  equipment,  parts  inventory,  complete unit buffer stock,  schematics and
OEM-authorized  warranty support.  Our relationships  with the OEMs allows us to
mirror  their  manufacturing  and service  processes,  which we believe is a key
advantage. In those instances where we do not have a direct OEM relationship, we
utilize  extensive  manufacturing  and  service  background  to mirror  specific
processes.

         We  believe  our  service  and  repair  subsidiary  affords  us several
important benefits.  As a leading-edge repair and service organization  catering
to the tape drive market, our services  technology  suppliers are also potential
purchasers of our future tape drive products. We also anticipate capitalizing on
this  customer  base in marketing  our tape drive  products.  Additionally,  the
nature of the service and repair business provides us with first-hand  knowledge
of the specific areas in which our competitors' tape drives  experience  chronic
problems.  We can use and  incorporate  this knowledge in the development of our
own tape  drives.  Finally,  we will be able to offer our  warranty  and  repair
products and services to the buyers of our tape drives.

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<PAGE>

Prospective and Existing Customers

         We  anticipate  that  our  tape  drive  sales  will  allow  us to  draw
prospective customers from the following pools:

o        Tape library and computer manufacturer companies;

o        Existing service and repair customers; and

o        Existing engineering consulting customers.

         Our existing  customer base for drive service and repair  includes many
of the major OEMs,  many of which may be  prospective  target  customers for our
drive sales. Additionally,  our engineering consulting practice also provides us
with  several  drive  sales or repair  prospects.  This  partner  base  includes
contracts or current  business  with several  major  value-added  resellers  and
integrators.

Sales and Marketing

         Drive Sales
         -----------

         The  primary  focus of our drive sales  marketing  will be to brand our
name. Our position will focus on the quality of the product,  and the quality of
the service and value.  We  anticipate  that we will brand our products and name
through strong public  relations with the trade press. We will provide  industry
experts with an  evaluation  unit so that tests can be conducted and the results
reported in technical articles.

          We believe  that early  adopting  by key OEMs will be one of the major
keys to our success.  For this reason,  major  automation and PC server accounts
will be  contacted  early in the sales  cycles.  We plan to work  closely with a
customer's  evaluation team to attempt to ensure that all of their  requirements
are met when the product is ready for production.  This service function will be
a major component of our value proposition.

         We also anticipate  publishing a product and capabilities document that
we will  provide to  potential  customers to  demonstrate  how we  differentiate
ourselves and our products from the competition. To support out direct marketing
efforts, we will employ some broadcast marketing.  We also anticipate the use of
trade magazines and direct mail to support our sales and awareness efforts.

         The  above  sales  and  marketing  strategy  is  preliminary,  and  its
implementation and success is dependent upon a number of contingencies. While we
have not yet begun our sales and marketing  efforts,  we anticipate  doing so as
soon as hiring, development, funding and market conditions allow.

         Repair and Service Sales
         ------------------------

         Our goal has been to build OEM strategic  partnerships  and to leverage
these  partnerships  to build volume  business with the major  integrators.  The
volume integrators  require their service providers to support a wide variety of
brands and models. We believe that we offer this service.

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<PAGE>

         Our wholly owned  subsidiary,  TSLi,  also maintains a web-site for our
customers.  Our web-site  allows  customers to track purchase  orders and return
merchandise authorizations.  We intend to continue to develop our Internet tools
to fully support our customer's requirements.

         We devote minimal direct  resources to marketing our service and repair
business.  We utilize our OEM base to market our  services  and  products to key
integrators.  We also advertise our services in trade  magazines and participate
in industry trade shows.

Competitive Business Conditions

         We anticipate that we will compete with companies offering data storage
drives for the  medium to very  high-end  libraries,  including  those  offering
digital linear tape drives,  as well as other high-end  products.  Many of these
companies have  substantially  greater  financial,  marketing and  technological
resources, larger distribution capabilities and greater access to customers than
us. In addition,  as the data  storage  market  continues  to expand,  we expect
competition to increase and to see new entrants into the market.

Research and Development

         We anticipate spending, and we will need to spend, a significant amount
of money on the initial design and  development of our tape drive  products.  We
have retained an investment banking firm to assist us in fund-raising.  There is
no assurance that we will be successful in raising a sufficient  amount of money
to meet our  design  and  development  requirements  or that we will  bring  our
proposed tape drives to market.

Recent Developments

         In April 2001, we sold our pre-existing  Internet  business to a former
director and officer of World Internetworks.

         We recently  entered into a non-binding  Confidential  and  Proprietary
Letter of Intent with Trace Affex, Inc., whereby Trace Affex will be merged with
or will become a wholly owned  subsidiary  of World  Internetworks,  Inc.  World
Internetworks and Trace Affex have agreed to enter into good faith  negotiations
towards  reaching  a  definitive  merger  agreement,  subject  to the  terms and
conditions set forth in the  non-binding  Letter of Intent.  The  transaction is
also subject to due diligence and shareholder  approval.  The non-binding Letter
of Intent expired on June 2, 2001. World  Internetworks  and Trace Affex entered
into an agreement to extend the  non-binding  Letter of Intent  through July 20,
2001.

         Trace  Affex is a provider  of  duplication,  automation  and  printing
solutions  for  the  rapidly   evolving  CD-R  and  DVD-R   recording   markets.
Additionally, through its recent acquisition of certain assets of Cygnet Storage
Solutions, Inc., Trace Affex now offers small-, medium- and high-capacity DVD/CD
systems for archival,  storage,  data distribution and digital asset management.
The acquired Cygnet products  provide  resellers and system  integrators  with a
single source for off-line, near-line and on-line network storage applications.

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<PAGE>

         By acquiring  Trace Affex,  we would be able to immediately  expand our
data storage  offerings and enter the related CD-R and DVD-R recording  markets.
We believe that this acquisition would also bring a broader customer base to our
current and future business operations.

         Though we have entered into a  non-binding  Letter of Intent with Trace
Affex and are diligently pursuing finalizing the terms of the acquisition, there
can be no  assurance  that this  acquisition  will take  place.  If it does take
place, it will significantly  increase our need for both short - term and long -
term  funding  to allow  for the  stabilization  and  growth  of the  integrated
companies.

FACTORS THAT MAY AFFECT OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION

         Our  prospects  are subject to certain  uncertainties  and risks.  This
Annual Report on Form 10-KSB also contains  certain  forward-looking  statements
within the meaning of the Federal securities laws. Our future results may differ
materially  from our  current  results,  and our  actual  results  could  differ
materially  from  those  projected  in  the  forward-looking   statements.  Such
differences  may be the result of certain  risks,  including  but not limited to
those risk factors set forth below,  other one-time  events and other  important
factors  previously  disclosed or to be disclosed from time to time in our other
filings with the Securities and Exchange Commission.  The following risk factors
should be  considered  carefully  in  evaluating  the company  and its  business
because  these  risks  currently  have  a  significant  impact  or  may  have  a
significant  impact  in  the  future  on our  business,  operating  results  and
financial condition.

We are a development stage company.

         In addition to maintaining our current service business, our goal is to
become a high-end data storage solutions company that develops, manufactures and
sells  advanced  tape  drives.  We are still in the  process  of  obtaining  the
necessary funding,  technology and capacity to achieve this goal and there is no
assurance  that  we  will  do so at all  or on  commercially  reasonable  terms.
Development and  manufacturing of our tape drives is not complete and so we have
no tape drive sales to date. Operating revenues of  development-stage  companies
are  often  insufficient  to  cover  expenses  for  extended  periods  of  time,
especially during a time of significant  corporate  expansion such as we plan to
commence. As a result, if we are unable to meet our expenses, our business would
be adversely affected.

We may have  difficulty  obtaining  the  funding we need to operate and grow our
business in the future.

         We currently have limited  operating  capital and cash resources.  As a
result, we require  substantial  funding to meet the expenses of our anticipated
business  expansion in the data storage  industry.  Such funding will be used to
complete  product  design and  development;  manufacture  and bring our proposed
products to market; take advantage of acquisition  opportunities;  stabilize and
integrate acquisition targets; and meet additional working capital requirements.
Our ability to raise funding may be severely  limited due to our historical lack
of successful  operations,  our limited assets and the limited public market for
our  common  stock.  Our  ability  to  obtain  additional  funding  will also be
dependent  upon the  progress of our  product  design and  development,  and our
operating  results and financial  condition.  These factors may make the timing,
amount,   terms  and  conditions  of  additional   financing   unattractive   or
impracticable  for us. If we are unable to raise more money, our growth could be
impeded and our business could be seriously harmed.

                                       12
<PAGE>

We  have  an  immediate  need  for  additional  capital  to  meet  our  business
objectives.

         We anticipate that we will need to raise significant amounts of capital
in the very short term to meet the objectives of our proposed  business plan, as
well as to fund and  stabilize  our existing  business and proposed  acquisition
targets. Capital is required for development purposes, including the acquisition
of technology necessary to build our proposed tape drives. Failure to raise this
money will severely compromise,  or render impossible,  our business objectives.
There is no assurance that we will be able to raise this capital or that it will
be on terms that are favorable or acceptable to us.

We are dependent upon third parties to complete the  development of technologies
to be incorporated into our proposed  products,  license the technologies to us,
and manufacture parts for us.

         We  have   engaged  and  intend  to  continue  to  engage   third-party
engineering  and software  development  companies to complete the development of
key technologies that we anticipate  incorporating into our products. We can not
assure you that we will enter into  agreements with third parties at all or that
we will be able to do so on commercially reasonable terms.  Additionally,  we do
not control the efforts of these third  parties and can not assure you that they
will be able to satisfy our development timetables or technology specifications.

         In the event that a third-party  supplier  fails to meet our quality or
delivery requirements, we may lose customer orders, which could adversely impact
our business, financial condition and reputation. Additionally, if a third-party
supplier was unwilling or unable to supply components, we would need to identify
and qualify  other  acceptable  suppliers.  This process  could take an extended
period of time and there is no assurance that we could find another  source,  or
that we would be able to satisfy production requirements on a timely basis or at
a price acceptable to us.

Our acquisition strategy subjects us to risk.

         As part of our business  strategy,  we will seek to acquire  additional
data  storage  and  related   companies  that  offer   complimentary   products,
technologies or services. The size of the potential targets, timing, and success
of our acquisition efforts and the anticipated capital requirements to implement
our strategy can not be predicted.  The success of our acquisition strategy will
depend largely on our ability to identify  suitable  acquisition  candidates and
secure any necessary financing,  without diverting  management's  attention from
the operation of our business.  Competition for  acquisition  targets could also
result in  increased  acquisition  prices  and fewer  businesses  available  for
investment.

         These  acquisitions  may be  accompanied  by risks  that  are  commonly
encountered in an acquisition of a business,  any of which could  seriously harm
our business, including:

o        adverse  effects on our reported  operating  results due to  accounting
         charges associated with acquisitions;
o        failure of an acquired business to further our strategies;
o        failure of the acquired business to achieve expected results;
o        potential disputes with the sellers of acquired businesses;
o        failure to retain key clients or personnel of the acquired businesses;
o        increased expenses resulting from newly engaged personnel;
o        potential loss of key employees of the acquired company;
o        diversion of management's attention from other business concerns; or
o        difficulties related to the integration of acquired businesses with our
         business.

                                       13
<PAGE>

         For all of the above reasons, our pursuit of an overall acquisition and
investment strategy or any individual  acquisition or investment could seriously
harm our business.

Our auditor and the auditor of our wholly owned subsidiary, GT Data Corporation,
expressed "going concern" opinions.

         The  Independent  Auditor's  Report  for  World  Internetworks,  Inc.'s
audited   consolidated   financial  statements  dated  May  31,  2001  expresses
"substantial  doubt about [our] ability to continue as a going  concern," due to
our substantial  losses from operations and our need to raise sufficient working
capital.

         Additionally,   the   Independent   Auditor's   Report   for  GT   Data
Corporation's  audited  consolidated  financial  statements  dated May 16,  2001
expresses  "substantial  doubt  about  [its]  ability  to  continue  as a  going
concern," due to its accumulated  deficit,  recurring losses from operations and
lack of operational history.

Our wholly owned subsidiaries,  GTData Corporation and TSLi,  experienced losses
in 1999 and 2000 and may continue to experience losses in the future.

         Our  operating  subsidiaries  experienced  net losses of  $100,312  and
$656,857  in fiscal  years  1999 and  2000,  respectively.  We  expect  that our
subsidiaries  may continue to incur net losses through 2001 and possibly beyond.
Additionally,  we  expect  to  incur  significant  expenses  as we  focus on our
strategy of becoming a high-end data storage solutions provider. As a result, we
will need to generate significant revenue to achieve  profitability,  which many
not  occur.  Even if we  achieve  profitability,  we may be unable to sustain or
increase  profitability on a quarterly or annual basis in the future.  If we are
unable to achieve and maintain  profitability  our business  will be  materially
impacted and the value of our stockholders' investments may decline.

Our wholly owned  subsidiary,  TSLi, has a history of a bank default,  and, as a
result, we may have difficulty securing new bank financing in the future.

         Our  operating   subsidiary,   TSLi,   currently  maintains  a  banking
relationship  with  City  National  Bank,  based  in  Los  Angeles,  California.
Previously,  TSLi was in  technical  default  under  its  borrowings  with  City
National and had entered into a forbearance  letter with City National.  TSLi is
no longer in technical  default,  is current in its payments and the forbearance
letter is no longer in place.  However,  TSLi's accounts receivables continue to
secure the SBA loan with City National.  City National's lien on TSLi's accounts
receivables will not be released until City National is repaid in full under the
SBA  loan.  As a  result  of the  prior  technical  default  and the lien on its
accounts  receivables,  TSLi is experiencing,  and may continue to experience in
the future, difficulties in obtaining additional borrowings and lines of credits
from  other  banks.  If TSLi,  or the  company  as a whole,  is unable to secure
additional bank  borrowings and lines of credit,  our business may be materially
impacted.

TSLi, our subsidiary, relies on several principal customers.

         A  significant  portion of TSLi's  revenues  are  generated  by several
service and maintenance customers.  These same customers are also being targeted
as prospective  product  customers for our drive  products.  If we are unable to
retain and grow  these  customer  accounts,  our  ability  to  execute  upon our
business plan will be severely compromised.

Undetected problems in our products could directly impair our financial results.

         Products as complex as ours may contain undetected errors or flaws when
first  introduced  or as new  versions are  introduced.  If flaws in the design,
development or production of our products were to occur,  we could incur revenue
losses,  diversion of development  resources,  substantial repair or replacement
costs or suffer  damage to our  reputation.  There can be no assurance  that our
efforts to monitor our  products  for flaws will be  sufficient  to permit us to
avoid failure in our products or prevent damage to our reputation as a result of
design flaws.

We may not be able to compete successfully because of the number and strength of
our competitors and expected numerous market entrants.

         We anticipate that we will compete with companies offering data storage
drives for the  medium to very  high-end  libraries,  including  those  offering
digital linear tape drives, as well as other high-end  products.  If and when we
bring our products to market, we will compete with many established companies in
this  industry  sector.  Many of  these  companies  have  substantially  greater
financial,   marketing  and   technological   resources,   larger   distribution
capabilities  and greater access to customers than us. Our  competitors in these
markets include Quantum,  EMC, IBM and others. Most of these competitors benefit


                                       14
<PAGE>

from greater name recognition and have  substantially  greater resources than we
have. These companies,  as well as other large,  well-known computer and library
companies,  are  continuously  developing  new products and  enhancing  existing
products  based on existing and new roadmaps.  In addition,  as the data storage
market  continues to expand,  we expect  competition  to increase and to see new
entrants into the market.  Our failure to  effectively  compete in this industry
would  adversely  affect  our  business.   Additionally,  our  business  may  be
materially  impacted by the  announcement or introduction of new products or the
implementation of effective marketing strategies by our competitors.

If we fail to maintain  and  establish  strategic  relationships,  we could lose
access to sales opportunities.

         We plan to enter into and maintain  strategic  relationships  that will
provide us with sales  opportunities,  access to potential clients and access to
technical   knowledge.   If  we  fail  to  establish   and  maintain   strategic
relationships with other companies,  we could lose access to sales opportunities
and the ability to  undertake  projects  and service  clients  that  require the
cooperation or support of the other company.  Further,  because our products may
compete with products and services  offered by existing and potential  strategic
partners,  such  partners may elect not to continue or enter into new  strategic
relationships with us. If we lose existing strategic relationships or are unable
to enter into new  strategic  relationships  as needed,  our  business  could be
seriously harmed.

Our business may suffer if we cannot protect our intellectual property.

         We  regard  our  trade  secrets,   proprietary  information  and  other
intellectual  property as critical to our success.  The  unauthorized use of our
intellectual property by third parties might damage our competitive position. It
may be possible for third  parties to obtain and use our  intellectual  property
without our authorization,  since existing trade secret, trademark and copyright
laws  afford  us  only  limited  protection.  Policing  unauthorized  use of our
technologies and other intellectual property is difficult.  To date, we have not
filed for patent,  copyright  or  trademark  protection  of our  products in any
jurisdiction.  We currently have a trademark application pending with the United
States  Patent and  Trademark  Office  for  "GTData,"  although  we have not yet
secured the rights to the "GTData" domain name.

         In the  future,  we may receive  notices  from third  parties  claiming
infringement  by our  products  of  third-party  patent  or  other  intellectual
property rights. Responding to any such claim, regardless of its merit, could be
time-consuming,  result in significant costs, divert management's  attention and
resources and cause us to incur  significant  expenses.  In the event there is a
temporary  or  permanent  injunction  entered  or a third  party  establishes  a
successful claim of infringement against us, our business, results of operations
or financial condition could be materially  adversely  impacted.  If such claims
are  asserted  against  us,  we may  seek  to  obtain  a  license  to  use  such
intellectual  property rights. There can be no assurance that a license would be
available on commercially reasonable terms or at all.

We may be unable to keep pace with rapid industry changes.

         The   markets  in  which  we  compete   are   characterized   by  rapid
technological  change,  frequent new product introductions and evolving industry
standards.  Customer  preferences  are  difficult  to  predict  and  there is no
assurance that our products will receive customer acceptance.

                                       15
<PAGE>

         Risks associated with the development of new products include delays in
development and the  modification  of designs.  If we fail to keep pace with the
rapid  industry  changes  or to  effectively  manage  the  introduction  of  new
products, our business and reputation could be adversely impacted.

We may be unable to retain our senior management and other key personnel.

         Our future success  depends,  in significant  part, upon the continuing
service and performance of our senior management and other key personnel.  We do
not maintain  key-person  life insurance on senior  management or any of our key
personnel.  If we lose the services of any of these  individuals,  including but
not limited to Robert  Genesi and Robert  Mullaney,  our ability to  effectively
deliver  services to our clients and manage our  business  effectively  could be
materially impaired.

There is significant  competition  in our industry for highly skilled  employees
and our failure to attract and retain technical personnel would adversely affect
our business.

         We may not be able to  successfully  attract or retain  highly  skilled
employees.  We  have  not yet  hired  several  key  members  of our  anticipated
management  team,  which we believe is a necessary  requirement for our business
success.  In  addition,  our  inability  to  hire  or  retain  highly  qualified
individuals  may impede our ability to design,  develop,  test and introduce our
products, which in turn may adversely affect our business. The computer and data
storage industries are characterized by a high level of employee  mobility,  and
the market for highly  qualified  individuals in software  development and other
computer-related fields is highly competitive.  This competition means there are
fewer highly qualified  employees  available to hire and the costs of hiring and
retaining  these  individuals  are  high.  Even if we are  able  to  hire  these
individuals, we may be unable to retain them. Additionally,  there is increasing
pressure to provide  technical  employees  with stock  options and other  equity
interests,  which may dilute our earnings per share. If we are unable to hire or
retain qualified employees, our business would be adversely impacted.

Our stock price is volatile and there is a limited market for our shares.

         The  stock  markets  generally  have  experienced,  and  will  probably
continue to experience, extreme price and volume fluctuations that have affected
the  market  price  of  the  shares  of  many  small  capital  companies.  These
fluctuations  have  often  been  unrelated  to the  operating  results  of  such
companies. Factors that may affect the volatility of our stock price include the
following:

o        our  success,  or lack of success,  in  developing  and  marketing  our
         products and services;
o        the   announcement  of  new  products,   services,   or   technological
         innovations by us or our competitors;
o        quarterly fluctuations of our operating results;
o        changes in revenue or earning  estimates by the  investment  community;
         and
o        competition.

         In addition, broad market fluctuations, as well as general economic and
political  conditions,  may decrease the market price of our common stock in any
market that develops. Based on the factors described above, recent trends should
not be  considered  reliable  indicators of our future stock prices or financial
results.  Additionally,  there is a limited  market for our common  stock on the
Over The Counter Bulletin Board and we cannot assure you that such a market will
continue to develop or be maintained.

                                       16
<PAGE>

Our operating  results may vary from quarter to quarter as a result of a variety
of factors beyond our control.

         Our revenues and operating results are subject to significant variation
from  quarter-to-quarter as a result of a number of factors,  including the mix,
size and timing of client  engagements  commenced and completed during a quarter
and the  timing of  capital  expenditures.  A high  percentage  of the  expenses
relating to our business are relatively  fixed,  and as a result, a variation in
the number of  engagements  or the timing of the initiation or the completion of
such  engagements,  particularly  at or near the end of any  quarter,  can cause
significant  variations in operating results from  quarter-to-quarter  and could
result in losses or  deferrals  of  revenues.  Additionally,  the demand for our
services is  significantly  affected by the general level of economic  activity.
When economic activity slows, clients may delay or cancel plans that involve the
purchase of our  products  and  services.  We are unable to predict the level of
economic  activity  at any  particular  time,  and  fluctuations  in the general
economy could seriously harm our business.

You should not expect the payment of dividends by us.

         We do  not  expect  to  pay  dividends  on  our  common  stock  in  the
foreseeable  future.  Future  dividends,  if any, will depend upon our earnings.
Investors who will need cash dividends from their investment should not purchase
our common stock.

You may experience significant dilution.

         We anticipate  that we will need to raise  significant  capital to fund
our business.  In addition, we anticipate that we may issue a significant number
of shares or the rights to acquire shares as a part of our acquisition strategy.
In either event,  current  shareholders may experience  significant dilution and
our earnings per share may decrease.

We are controlled by a limited number of persons.

         A limited number of persons and their affiliates, including current and
past  management,  own over 40% of our  outstanding  voting stock.  Accordingly,
these stockholders, if acting together, would be able to significantly influence
all  matters  requiring  approval by  stockholders,  including  the  election of
directors  and the  approval of mergers or other  business  combinations.  These
actions could  adversely  affect the market price of our common stock and impact
the value of our stockholder's investments.

Item 2.  Description of Property.

         World  Internetworks does not currently own any real property.  Through
our wholly owned subsidiary,  GTData Corporation, we lease 50,000 square feet in
Simi Valley,  California,  at approximately  $28,000 per month. GTData maintains
its  headquarters  at this location and our service and repair  division,  TSLi,
also  operates  from  this  location.  The  Simi  Valley  facility  is  under  a
non-cancelable operating lease that expires in January 2002, and as a result, we
will need to renew this lease or find alternative  space.  While we believe that
we will be able to renew  this  lease  or find  alternative  space,  there is no
assurance that we can do so.

                                       17
<PAGE>

Item 3.  Legal Proceedings.

         We are not  currently  a party to any legal  proceedings,  the  adverse
outcome  of which,  individually  or in the  aggregate,  would  have a  material
adverse effect on our financial position or results of operation.

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

         There  were no  matters  submitted  to a vote of the  security  holders
during the fourth  quarter of the fiscal year ended  February 28,  2001,  either
through the solicitation of proxies or otherwise.

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters.

         Our common  stock is quoted on the OTC  Bulletin  Board of the National
Association  of  Securities  Dealers,  Inc.  under  the  symbol  WINS.  There is
presently no  established  trading  market for our common  stock.  The following
table reflects the high and low closing bid  information for our common stock as
quoted on the OTC Bulletin  Board for our last two fiscal  years ended  February
29, 2000 and February 28, 2001. These quotations  reflect  inter-dealer  prices,
without retail  mark-up,  mark-down or commission  and may not represent  actual
transactions.

         Quarter Ended                     High Bid              Low Bid
         -------------                     --------              -------

         May 31, 1999                      $ 2.3125             $0.96875

         August 31, 1999                   $  1.625             $   0.50

         November 30, 1999                 $0.96875             $   0.50

         February 29, 2000                 $   3.25             $ 0.5625

         May 31, 2000                      $ 3.3125             $   1.25

         August 31, 2000                   $  2.125             $0.34375

         November 30, 2000                 $ 0.6875             $ 0.1875

         February 28, 2001                 $   0.27             $0.15625

         As of June 5, 2001, we had  approximately  548  stockholders of record.
This figure does not include  beneficial  owners or common stock held in nominee
or street name, as we can not accurately estimate the number of these beneficial
owners.

                                       18
<PAGE>

Dividends

         We have not  declared or paid any cash  dividends  with  respect to our
common stock,  and we do not intend to declare or pay any cash  dividends in the
foreseeable future.  There are no material  restrictions  limiting,  or that are
likely to limit, our ability to pay dividends on our common stock.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

         This  report  on  form  10-KSB  contains,  in  addition  to  historical
information,  forward-looking  statements  that  involve  substantial  risks and
uncertainties.  Our actual  results  could  differ  materially  from the results
anticipated by us and discussed in the forward-looking statements.  Factors that
could cause or  contribute  to such  differences  are  discussed  in the section
entitled  "factors  affecting  future  operating  results" and under the section
entitled "certain factors expected to impact operating results."

Overview

         Until October 1998, we operated three  wholly-owned  subsidiaries:  (i)
World  Internet  Marketplace,   Inc.  ("WIM"),  was  engaged  in  marketing  and
distributing  products and services relating to internet  commerce;  (ii) Global
Wholesale  Exchange,  Inc.  ("GWE"),  provided  wholesale goods to consumers via
internet and fax  notification;  (iii) Global Media Group,  Inc.  (GMG"),  doing
business as the "Institute for Financial  Independence"  organized and sponsored
sales seminars that sold WIM and GWE products.

         Business  operations  were  not  successful  and in  October  1998  the
operations of all three of our subsidiaries were discontinued.  In October 1999,
each subsidiary filed a Chapter 7 bankruptcy  petition in U. S. Bankruptcy Court
for the District of Utah (the Court) and, also in 1999,  the Utah  Department of
Commerce dissolved each of these subsidiaries.  Consequently,  we re-entered the
development stage.

         Our  revenues  prior  to  discontinuing  the  operations  of the  three
subsidiaries and re-entering into the development  stage were derived  primarily
from two  categories of products and services:  (i) personal and  commercial web
site development and maintenance along with related internet training;  and (ii)
merchandise on our virtual "mall" or "department store".  Orders for merchandise
on  our  virtual  "mall"  were  generally  fulfilled  by  shipment  direct  from
manufacturer or wholesaler to the customer.

         In February  1999 we began to  restructure  our business and  operating
plan  toward the  following:  (i)  providing  web site  design  and  engineering
services  to build  software  that will  allow  small  business  and  home-based
entrepreneurs  to  establish  an  internet  presence  at a lower  price than our
competitors  can  provide;  (ii)  establish an internet  training and  technical
support program that will help our members understand the internet and learn how
to profit from it; (iii) create strategic alliances with companies such that our
members will be able to offer these companies'  products on member web sites and
receive commissions ranging from approximately 4% to 10% on each sale, depending
on the terms and  conditions  for each  company;  (iv)  provide our members with
access to our "Main Street Plaza" online shopping mall, which will allow them to
sell  their own  products  over the  internet;  (v)  provide  our  members  with
unlimited  internet access through our relationship  with Alta Vista, one of the
top


                                       19
<PAGE>

research  engines in the country.  We expect we will generate revenue under this
business  plan  from  monthly  web  site  hosting  fees,  web  site  design  and
engineering  fees,  resale of domain names,  merchant account set up and monthly
gateway fees,  web site search site  marketing  fees and  commissions  on retail
products sold through our Main Street Plaza mall.

         We resumed  operations in March 1999 with a new  management  team and a
number of strategic alliances in place for the purpose of providing state of the
art  web  site  design,  technical  support,  online  training  and  interactive
e-commerce web sites to individuals and small businesses.  Revenues generated in
the fiscal year ended  February 28, 2001 under this new plan  totaled  $363,088,
primarily from web site hosting and web site design & engineering fees.

         These business  operations were also  unsuccessful and, as a result, on
March 12,  2001,  the  Board of  Directors  approved  an  Agreement  and Plan of
reorganization  and Merger  (Merger) by the Company with GTD  Acquisition,  Inc.
(Newco) and GTData  Corporation  (GTD), both Delaware  corporations.  The Merger
became effective March 22, 2001. Pursuant to the Merger, the shareholders of GTD
received,  in exchange for all of their shares of GTD,  7,688,403  shares of the
common stock of World Internetworks, after a 2-for-1 reverse stock split.

         Additionally,  effective  April 30,  2001,  the Company  agreed to sell
substantially  all  the  assets,  trade  accounts,  operations  and  most of the
liabilities  of the  Internet web site  hosting and design  operation,  (the pre
Merger operations of World Internetworks,  Inc.) to Wiworks, Inc., a corporation
owned by Steven K. Hansen,  former  President,  CEO and Director of the Company.
The  Purchase  Agreement  transfers  the assets and  operations  of the Internet
related  business  to Wiworks in  exchange  for 10,000  shares of the  Company's
common stock owned by Mr. Hansen and the  assumption of $125,025 in  liabilities
of the Company related to the Internet operation.

         From time to time, we may publish  forward-looking  statements relating
to such matters as anticipated financial  performance,  business prospects,  new
products and various other  matters.  Such  forward-looking  statements  reflect
current views of management relating to future events and financial performance.
The Private  securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for such  forward-looking  statements.  In order that any of our forward-looking
statements  fall  within  such  safe  harbor,  we note  that  certain  risks and
uncertainties   could  cause  actual  results  to  differ   substantially   from
anticipated results. Such risks and uncertainties  include,  without limitation,
the  performance  of our  independent  distributors,  the  uncertain  future  of
Internet  and  E-Commerce,  capacity  constraints  on our  computer  network and
related  risks of  system  failure,  and  existing  and  potential  governmental
regulation affecting the Internet and the network marketing industry.

Results of Operations

Year ended February 28, 2001 compared with year ended February 29, 2000

         We recorded  revenues for the year ended February 28, 2001 of $363,088,
an increase of $280,413 over revenues of $82,675 for the year ended February 29,
2000.  The  increase  was  attributable  to  continuing  implementation  of  the
Company's  business and marketing  plan.  Related costs of products and services
sold totaled  $101,796 for the year ended  February 28, 2001 compared to $44,616
in the prior year.  The increase of $57,180 is  attributable  to the increase in
sales volume year to year.

         Selling, general and administrative expenses totaled $1,339,752 for the
year ended  February 28, 2001  compared to $885,133 for the year ended  February
29, 2000,  an increase of $454,619.  The increase is  attributable  to increased
business  activity,  a larger  employee  force and  additional  costs of raising
capital.  Depreciation  and  amortization  totaled  $5,411 for the current  year
compared  to $1,858  for the prior  year due to the  acquisition  of  additional
office  and  computer  equipment.  Management  and  consulting  fees,  salaries,
investor relations and other professional fees included in selling,  general and
administrative  expenses  relate to the development  and  implementation  of the
Company`s ongoing business plan.

                                       20
<PAGE>

         We incurred  losses from  operations of  $1,083,871  for the year ended
February 28, 2001 compared to a loss of $848,932 for the prior year, an increase
in operating  losses of $234,939.  The loss from  operations is due primarily to
management  and  consulting  fees,   salaries,   investor  relations  and  other
professional  fees  relating  to  the  development  and  implementation  of  the
Company`s  business  plan.  The Company  anticipates  that its investment in the
development and  implementation  of it`s ongoing business plan will continue but
at reduced  levels,  and that selling and general  operating costs will increase
for the fiscal year ending  February 28,  2002,  assuming  the  availability  of
working capital.

         We reported a net income of $1,382,554  for the year ended February 28,
2001, compared to a net loss of $(680,866) for the year ended February 28, 2000.
The  increase  in net income is  attributable  to an  extraordinary  gain on the
extinguishment  of debt of $2,459,205  resulting  from the closing of bankruptcy
proceedings of the Company's three former operating subsidiaries, offset in part
by the increase in operating losses discussed above.

Year ended February 29, 2000 compared with year ended February 28, 1999

         In October  1998,  the Company  discontinued  its previous  business of
developing  web sites,  related  Internet  training  and  merchandising  through
Internet mail. The Company has since entered into a "development stage" in which
it is developing  marketing  systems and distribution  channels for products and
services  relating to  E-Commerce,  together  with the design and hosting of web
sites for individuals and small businesses involved in E-Commerce.  Consequently
all operating  results prior to the  discontinuance  of the previous  operations
have been classified singularly as losses from discontinued operations.  Current
operations  are,  therefore,  not  comparable to  operations  for the year ended
February 28, 1999.

         We  recorded  revenues  from the  beginning  of this  business  plan of
$82,675 for the year ended  February  29,  2000.  Related  costs of products and
services sold totaled $44,616 in the same period.

         Selling,  general and administrative  expenses totaled $885,133 for the
year ended February 29, 2000, and depreciation  and amortization  totaled $1,858
for  the  same  period.  Management  and  consulting  fees,  salaries,  investor
relations  and  other  professional  fees  included  in  selling,   general  and
administrative  expenses  relate to the development  and  implementation  of the
Company`s new business plan.

         We incurred  losses  from  operations  of  $848,932  for the year ended
February 29, 2000.  The loss from  operations is due primarily to management and
consulting  fees,  salaries,  investor  relations  and other  professional  fees
relating to the  development  and  implementation  of the Company`s new business
plan.  The Company  reported a net loss of $680,866 for the year ended  February
29, 2000.

Liquidity and Capital Resources

         Our cash decreased by $88,471 to $100 at February 28, 2001 from $88,571
at February 29, 2000.  Accounts payable increased from $29,206 to $56,352 during
the fiscal year ended February 28, 2001, and total current liabilities decreased
from $2,533,897 to $84,515 in the same period.

         On October 26, 1999, the Company's  three  subsidiaries,  WIM, GWE, and
GMG, each filed petitions  under Chapter 7 of the United States  Bankruptcy Code
for protection  from  creditors.  The petitions  required  creditors to halt any


                                       21
<PAGE>

collection  efforts of amounts owed them by the Company's  subsidiaries  until a
meeting of creditors  and a hearing was  conducted by the Court.  The  Company's
three  subsidiaries  had no  assets  with  which  to pay  their  obligations  to
creditors.  On July 28,  2000 the Court  ordered  all  three  cases  closed  and
discharged  the  bankruptcy  trustee.  As a result of the Court's  decision  the
company recorded an extraordinary gain from forgiveness of debt in the amount of
$2,459,205 for the year ended  February 28, 2001, and the amounts  classified as
"reserve for discontinued  operations" in the  consolidated  balance sheet as of
February 29, 2000 were removed from the Company's liabilities. The operations of
all three  subsidiaries  were  discontinued  in October 1998 and their Corporate
charters were dissolved by the Utah Department of Commerce in 1999.

         On November 27, 2000, the Company obtained $25,000 from Fairway under a
promissory  note payable on February 27, 2001,  with  interest at 10 percent per
annum.  The note was secured by a pledge to issue 50,000 shares of the Company's
common  stock in the event of default.  In  December  2000,  the Company  issued
4,500,000  shares of it's common stock to Fairway in exchange for cash,  payment
of accrued  management  fees, a commitment  to provide cash to pay certain legal
and consulting fees and the payment of this note payable.

         During the year ended February 28, 2001,  the Company issued  6,056,876
shares of its common stock as follows:

FOR CASH

         In December 2000, the Company issued  4,500,000  shares of common stock
restricted under Rule 144 to Fairway in consideration for the following items:

 Payment of management fees due through December 2000               $    55,000
 Payment of a promissory note payable to Fairway                         25,000
 Cash received in January 2001                                           45,000
 Provide cash for certain designated legal and consulting
   fees relating to the Merger with GTData Corporation                   75,000
                                                                         -------

 Total consideration received                                       $   195,000
                                                                        ========

         Additionally,  Fairway agreed to reduce the monthly  management fee due
under a management  services  contract to $5,000 effective  January 1, 2001, for
the remaining term of the contract.  Further,  additional payments due under the
contract  were to be  deferred  until  April 30,  2001.  In addition to the cash
received and  reduction in notes and  accounts  payable the Company  recorded an
expense for consulting fees totaling $255,785 relating to the shares issued.

         In January 2000, the Company issued 1,700,000 shares of common stock in
exchange for cash of $62,500 and services.  The 1,700,000  shares were issued as
the final  installment of a total of 4,200,000  shares issued under a definitive
agreement with Fairway in exchange for a total of $187,500 in cash plus services
related to the  introduction  of sources of capital to the  Company by  Fairway.
Previously,  under the Fairway agreement, the Company issued 2,000,000 shares of
common stock in November  1999 and 500,000  shares in October  1999, in exchange
for cash of $100,000 and $25,000  respectively.  The Company  recorded a cost of
capital totaling $2,437,100 relating to the services provided by Fairway and the


                                       22
<PAGE>

issuance  of the  4,200,000  shares  at a price  below the  market  price of the
Company's  common  shares.  Of the $2,437,100  cost,  $1,366,482 was reported as
deferred  offering  costs in the balance sheet of February 29, 2000 which amount
related to the  portion of the  capital  received  under the  private  placement
offering after February 29, 2000. The deferred  offering costs were reclassified
as a charge to  additional  paid in capital in fiscal year ending  February  28,
2001 when proceeds from the balance of the Fairway commitment were received.

         In March  1999,  the  Company  began a private  placement  offering  of
1,250,000 units ("Units")  consisting of one share of "restricted"  common stock
of  the  Company   (restricted  under  Rule  144)  and  one  "unregistered"  and
"restricted" common stock purchase warrant (the "Warrant"), granting the warrant
holder the right to purchase an additional  share of the Company's  common stock
at a price of $2.00 per share. The Warrants expire two years from the completion
of the offering and are callable at a price of $0.01 per share at any time after
ninety days from the effective date of any registration statement,  upon 30 days
written notice.  The Company filed an SB-2 registration  statement in April 2000
to register the common stock  issued and  issuable  under the private  placement
offering.  The  registration  statement  became  effective June 22, 2000 and was
withdrawn  October 2, 2000.  The Company  received a total of $652,000 under the
offering and issued 1,630,000 shares of common stock and warrants to purchase an
additional  1,630,000  shares of common stock. Of the proceeds from the offering
$360,000  was  received in the fiscal year ended  February  28, 2001 and 900,000
units were issued in the same period.

FOR SERVICES

         In February  2001,  the Company  issued  500,000 shares of common stock
restricted  under Rule 144 in payment for  management  and  consulting  services
provided to the Company by various  directors,  employees and  consultants.  The
Company  recorded   expenses  for  engineering,   directors,   professional  and
consulting fees totaling $125,000 relating to the shares issued.

         In December 2000, the Company authorized the issuance of 500,000 shares
of  common  stock  restricted  under  Rule 144 in  payment  for  management  and
consulting  services to be provided to the Company by an  unrelated  consultant.
The  Company  later  canceled  the  consulting  arrangement  and never  issued a
certificate of shares.

         Additionally,  in December  2000,  the Company  issued 65,000 shares of
common stock  restricted  under Rule 144 to an unrelated  consultant in exchange
for  professional  services  provided to the  Company.  The Company  recorded an
expense for professional  fees totaling $6,885 relating to the shares issued for
professional services.

         In  July  2000,  the  Company  issued  5,172  shares  of  common  stock
restricted  under Rule 144 in payment for  management  and  consulting  services
provided to the Company by a shareholder and the Company recorded an expense for
consulting fees totaling $7,500 relating to the shares issued.

         In  May  2000,  the  Company  issued  14,954  shares  of  common  stock
restricted  under Rule 144 in payment for  management  and  consulting  services
provided to the Company by a shareholder and the Company recorded an expense for
consulting fees totaling $30,000 relating to the shares issued.

                                       23
<PAGE>

         Additionally,  in May 2000,  the Company issued 71,750 shares of common
stock  restricted  under Rule 144 to an unrelated party in exchange for services
provided relating to the private placement of it's securities  described in more
detail in the  following  paragraphs.  The Company  recorded a charge to capital
totaling $28,700 relating to the 71,750 shares issued.

         On October 22, 1998, the Board of Directors of the Company discontinued
the marketing and distribution of products and services  relating to commerce on
the Internet due to a lack of funding and increased losses. There were no losses
attributable to the discontinued operations reported in the years ended February
28,  2001  and  February  29,  2000,  respectively.   The  Company  recorded  an
extraordinary  gain in the form of a "gain on the extinguishment of debt" in the
amount of $2,459,206,  related to the discontinued operations, in the year ended
February  28,  2001,  arising  from  the  discharge  of  debt  under  bankruptcy
proceedings.

         Effective  in  March  1999,  the  Company  entered  into an  employment
contract  with Steven K. Hansen,  President  and CEO of the Company the terms of
which  provide  a  monthly  salary of $8,000  together  with  medical  insurance
benefits.  In addition,  Mr. Hansen was issued  975,000  shares of the Company's
common stock restricted under rule 144 and 75,000 shares of the Company's common
stock under an S-8 Registration  Statement for management  services  provided in
the months  ending May 31, 1999.  The term of the  employment  contract is three
years.  On May 9, 2000,  the Board of  Directors  approved  a "site"  bonus plan
payable to Steven K. Hansen,  Director,  President  and CEO of the Company.  The
site bonus plan  calls for Mr.  Hansen to receive a bonus of $1.00 per  web-site
hosting  customer  brought  into the  Company.  The site  bonus is not to exceed
$15,000  in any one  month.  The Board of  Directors  is to review the bonus for
renewal or  modification  in March 2001.  Payments due Mr. Hansen under the site
bonus plan totaled  $9,956  during the year ended  February  28, 2001.  In March
2001,  Mr.  Hansen  resigned as an officer of the  Company and in May 2001,  his
active employment with the Company ceased.

         In August  2000,  the Company  entered into an agreement to lease 1,620
square feet of office space in Sandy, Utah for all  administrative,  engineering
and sales  personnel.  The lease is for three years at a monthly  rate of $1,000
for the first six  months,  $1,500  for the next six  months  and $2,000 for the
remaining two years of the lease. The lease became effective October 1, 2000.

         On August 16, 1999,  the Company  entered  into a consulting  agreement
with  Fairway to provide  non-exclusive  management,  consulting  and  financial
services,  including advise on corporate acquisitions and related matters. Terms
of the  agreement  require the  Company to pay Fairway  $5,000 per month for the
first  three  months of the  agreement,  $10,000  per  month for the next  three
months,  and $15,000 for each month after that.  All such  payments were paid in
full as of February 28, 2001, subject to the changes in the agreement  discussed
below. The agreement expires on August 1, 2002.  Subsequent to entering into the
consulting  agreement  Fairway became a related party through the acquisition of
4,200,000 shares of the Company's common stock.

         On  February 4, 2000,  the  Company  and  Fairway  agreed to modify the
agreement  for  payments due after March 1, 2000.  Under the modified  agreement
Fairway is granted  the option to reduce the  monthly  cash  payment due them to
$7,500 and to receive an additional $7,500 worth of the Company's "unregistered"
and  "restricted"  common stock priced at the average  closing  market price per
share  over the last five  trading  days of the  previous  month.  The option is
effective for each month  individually  for the remaining term of the agreement.
Fairway  exercised  the option for the four months from  February  through  June
2000,  and  were  issued  20,126  shares  in lieu of  $37,500  in cash  payments
otherwise due.

                                       24
<PAGE>

              In December  2000,  the  Company and Fairway  agreed to reduce the
monthly  management fee to $5,000  effective  January 1, 2001, for the remaining
term of the  contract.  Further,  Fairway  subsequently  agreed  to  cancel  the
consulting contract altogether effective February 28, 2001.

              The Company will require  substantial  additional cash and working
capital in order to continue the development and  implementation of its business
plan.

Item 7.  Financial Statements.



                            WORLD INTERNETWORKS, INC.
                                AND SUBSIDIARIES
                          (A Development Stage Company)

                        Consolidated Financial Statements

                                February 28, 2001


                                 C O N T E N T S
                                 ---------------
                                                                    Page
                                                                    ----

Independent Auditors' Report                                         F-1

Consolidated Balance Sheet                                           F-2

Consolidated Statements of Operations                                F-3

Consolidated Statements of Stockholders' Equity (Deficit)            F-4

Consolidated Statements of Cash Flows                                F-5

Notes to the Consolidated Financial Statements                    F-6 - F-20


<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

Board of Directors
World InterNetWorks, Inc. and Subsidiaries
(A Development Stage Company)
Sandy, Utah


         We have audited the  accompanying  consolidated  balance sheet of World
InterNetWorks,  Inc.  and  Subsidiaries  (a  development  stage  company)  as of
February  28,  2001  and the  related  consolidated  statements  of  operations,
stockholders'  equity  (deficit) and cash flows for the years ended February 28,
2001 and  February  29,  2000 and from  inception  of the  development  stage on
October 22,  1998  through  February  28,  2001.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

         We conducted our audit in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting  the amounts and disclosure in the  consolidated  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  audit  provides  a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
World  InterNetWorks,  Inc. and Subsidiaries (a development stage company) as of
February 28, 2001, and the  consolidated  results of their  operations and their
cash flows for the two years ended  February  28, 2001 and February 29, 2000 and
from inception of the development stage on October 22, 1998 through February 28,
2001 in conformity with generally accepted accounting principles.

         The accompanying  consolidated  financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
3 to the consolidated financial statements,  the Company's recurring losses from
operations and stockholders'  equity (deficit) raise substantial doubt about its
ability to continue as a going  concern.  Management's  plans  concerning  these
matters are also described in Note 3. The consolidated  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


/s/ HJ & Associates, LLC
------------------------
    HJ & Associates, LLC
    Salt Lake City, Utah
    May 31, 2001

                                      F-1

<PAGE>

<TABLE>
<CAPTION>

                   World Internetworks, Inc. and Subsidiaries
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                February 28, 2001

ASSETS
                                                                                                 February 28,
                                                                                                    2001
                                                                                                 ------------
Current Assets:
<S>                                                                                              <C>
      Cash and cash equivalents                                                                  $        100
      Merchant account, compensating cash balance                                                       5,430
      Accounts receivable                                                                               2,840
      Note receivable, related party (Note 10)                                                           --
      Prepaid expenses                                                                                    955
                                                                                                 ------------

         Total current assets                                                                           9,325

Property and equipment, at cost (Note 1)
      Computer equipment                                                                               25,413
      Office furniture and equipment                                                                    6,125
         Accumulated depreciation                                                                     (15,813)
                                                                                                 ------------
             Net property and equipment                                                                15,725

Other assets -deposits                                                                                  1,000
                                                                                                 ------------

                                                                                                 $     26,050
                                                                                                 ============

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
      Bank overdrafts due to outstanding checks                                                  $     11,028
      Accounts payable                                                                                 56,352
      Accrued expenses                                                                                 17,135
      Note payable, related party                                                                        --
      Reserve for discontinued operations (Notes 4 and 11)                                               --
                                                                                                 ------------

         Total current liabilities                                                                     84,515

Deferred revenue  (Note 2)                                                                                673
Commitments and contingencies (Note 9)

Shareholders' equity (deficit):
      Common stock, $.001 par value;  500,000,000 shares authorized;                               14,128,228
         shares issued and outstanding                                                                 14,063
      Capital in excess of par value                                                                3,204,805
      Treasury stock, at cost                                                                            --
      Stock subscription receivable                                                                      --
      Deferred offering costs                                                                            --
      Deficit accumulated prior to development stage                                               (3,979,694)
      Retained earnings (deficit) accumulated from the inception of the development
        stage on October 22, 1998                                                                     701,688
                                                                                                 ------------

             Total shareholders' equity (deficit)                                                     (59,138)
                                                                                                 ------------

                                                                                                 $     26,050
                                                                                                 ============
               The Notes to Consolidated Financial Statements are
                     an integral part of these statements.

</TABLE>

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                   World Internetworks, Inc. and Subsidiaries
                          (A Development Stage Company)
                      Consolidated Statements of Operations
              Years Ending February 28, 2001 and February 29, 2000
                                                                                                           From Inception
                                                                                                           of Development
                                                                              For Years Ended            Stage - October 22,
                                                                    February 28      February 29          1998 thru Feb. 28,
                                                                        2001            2000                    2001
                                                                    ------------    ------------             ------------
<S>                                                                 <C>             <C>                      <C>
Net sales and revenues:                                             $    363,088    $     82,675             $    445,763
Cost of products sold                                                    101,796          44,616                  146,412
                                                                    ------------    ------------             ------------
         Gross profit                                                    261,292          38,059                  299,351
                                                                    ------------    ------------             ------------

Operating expenses:
     Selling, general and administrative expenses                      1,339,752         885,133                2,224,885
     Depreciation and amortization                                         5,411           1,858                    7,269
                                                                    ------------    ------------             ------------

         Total operating expenses                                      1,345,163         886,991                2,232,154
                                                                    ------------    ------------             ------------

         Loss from operations before other income
           and extraordianry gain                                     (1,083,871)       (848,932)              (1,932,803)

Other income
     Interest income                                                       7,220            --                      7,220

Extraordinary item
     Gain on extinguishment of debt (Notes 4 and 11)                   2,459,205         168,066                2,627,271
                                                                    ------------    ------------             ------------

         Income (loss) before income tax benefit                       1,382,554        (680,866)                 701,688

Income tax benefit                                                          --              --                       --
                                                                    ------------    ------------             ------------

         Net income (loss)                                          $  1,382,554    $   (680,866)            $    701,688
                                                                    ============    ============             ============


Weighted average common shares outstanding                            11,007,403       4,056,607                     --

Income (loss) per common share                                      $       0.13    $      (0.17)                    --
                                                                    ------------    ------------             ------------

(Loss) per common share before extraordinary item                   $      (0.10)   $      (0.21)                    --
                                                                    ------------    ------------             ------------
</TABLE>


               The Notes to Consolidated Financial Statements are
                     an integral part of these statements.

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                   World Internetworks, Inc. and Subsidiaries
                          (A Development Stage Company)
            Consolidated Statements of Shareholders' Equity (Deficit)
              Years Ending February 28, 2001 and February 29, 2000


                                                                           Additional         Stock        Deferred
                                        Common Stock          Treasury       Paid-in      Subscriptions    Offering    Accumulated
                                    Shares         Amount       Stock        Capitol        Receivable       Costs      Deficit
                                    ------         ------       -----        -------        ----------       -----      -------
<S>                               <C>           <C>          <C>        <C>            <C>            <C>            <C>
Balance, February 28, 1999        1,750,107    $    1,750    $   (3,186)   $ 1,356,919    $      --      $      --     $(3,979,694)

Common stock issued for
  services at $0.25 per share     1,148,000         1,148          --          285,852           --             --             --

Common stock issued for
  cash at $0.40 per share           505,000           505          --          201,495           --             --             --

Common stock issued for
  subscription receivable
  sat $0.40 per                     200,000           200          --           79,800        (80,000)          --             --

Common stock issued for
  exercise of options
  at $0.05 per share              2,500,000         2,500          --          122,500           --             --             --

Common stock issued for
  services at $0.40 per share       272,500           273          --          108,727           --             --             --

Options issued below
  market value
  at $0.40 per share                   --            --            --           49,500           --             --             --

Warrants issued below
  market value
  at $0.00 per share                   --            --            --            7,500           --             --             --

Common stock issued for
  services at $1.00 per share        20,000            20          --           19,980           --             --             --

Common stock issued for
  cash at $1.00 per share            36,000            36          --           35,964           --             --             --

Common stock issued for
  exercise of options
  at $0.04 per share              1,700,000         1,700          --           60,800           --             --             --

Options issued below
  market value
  at $0.05 per share                   --            --            --        1,725,000           --             --             --

Options issued below
  market value
  at $0.04 per share                   --            --                      - 712,100           --             --             --

Cancellation of common stock        (75,000)         --              75           --             --             --

Stock offering costs                   --            --            --       (1,079,218)          --       (1,366,482)          --

Net loss for the year ended
  February 29, 2000                    --            --            --             --             --             --         (680,866)

Balance, February 29, 2000         8,056,607    $  78,057   $    (3,186)   $ 3,686,994    $   (80,000)   $(1,366,482    $(4,660,560)


Common stock and
  warrants issued for
  cash at $0.40 per share           900,000           900                    - 359,100           --             --             --

Common stock subscription
 received                              --            --            --                        - 80,000           --             --

Stock offering costs                   --            --            --       (1,415,281)          --        1,366,482           --

Common stock issued for
  services at $2.00 &
  $0.40 per share                    86,704            87          --           58,613           --             --             --

Common stock issued for
  services at $1.45 per share         5,172             5          --            7,495           --             --             --

Treasury shares retired                (255)                                                                (1)3,186         (3,186)

Options issued for services
  at $1.25 per share                   --            --            --           36,000           --             --             --

Options issued for services
  at $0.50 & $0.40 per share           --            --            --           11,800           --             --             --

Common stock issued
  below market for
  services at $0.16 per share       500,000           500          --          124,500           --             --             --

Common stock issued
  below market for
  cash and services at
  $0.04 per share                 4,500,000         4,500          --          324,465           --             --             --

Common stock issued
  below market for
  services at $0.11 per share        65,000            65          --            6,820           --             --             --

Common stock issued for
  exercise of warrants
  at $0.50 per share                 10,000            10          --            4,990           --             --             --

Common stock issued for
  exercise of options
  at $0.15 per share                  5,000             5          --            2,495           --             --             --

Net income for the year ended
  February 28, 2001                    --            --            --             --             --             --        1,382,554

Balance, February 28, 2001       14,128,228   $   214,128   $      --      $ 3,204,805    $      --      $      --      $(3,278,006)

</TABLE>

               The Notes to Consolidated Financial Statements are
                     an integral part of these statements.


                                      F-4


<PAGE>

<TABLE>
<CAPTION>

                   World Internetworks, Inc. and Subsidiaries
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
              Years Ending February 28, 2001 and February 29, 2000

                                                                                                               From Inception
                                                                                 For Years Ended               of Development
                                                                           February 28    February 29         Stage - October 22,
                                                                           --------------------------         1998 thru Feb. 28,
                                                                              2001            2000                  2001
                                                                           -----------    -----------            -----------
<S>                                                                        <C>            <C>                    <C>
Cash flows from operating activities:
     Net income (loss)                                                     $ 1,382,554    $  (680,866)           $   701,688
     Adjustments to reconcile net loss to cash
        used in operating activities:
        Depreciation and amortization                                            5,411          1,858                  7,269
        Common stock issued for services                                       494,784        416,000                910,784
        Common stock options issued for services                                47,800           --                   47,800
        Options and warrants issued below market price                            --           57,000                 57,000
        Gain on extinguishment of debt                                      (2,459,205)      (168,066)            (2,627,271)
        Deferred revenue                                                           673           --                      673
        Changes in current assets and liabilities
           Compensating balances                                                (5,430)          --                   (5,430)
           Accounts receivable                                                   7,089         (9,929)                (2,840)
           Prepaid expenses                                                     11,245        (12,200)                  (955)
           Bank overdraft                                                       11,028           --                   67,634
           Accounts payable                                                     27,146         56,606                 83,752
           Accrued expenses                                                      1,649         15,486                 17,135
           Notepayable, related party                                          (30,000)          --                  (30,000)
                                                                           -----------    -----------            -----------

               Net cash provided by (used in) operating activities            (505,256)      (324,111)              (772,761)
                                                                           -----------    -----------            -----------

Cash flows from investing activities:
     Purchase of property and equipment                                        (13,115)        (6,818)               (19,933)

Cash flows from financing activities:
     Proceeds from related party note payable                                     --           30,000                 30,000
     Proceeds from sale of common stock, net of offering costs                 354,900        389,500                744,400
     Stock subscription received                                                80,000           --                   80,000
     Proceeds from related party note payable                                   25,000           --                   25,000
     Payment of related party notes payable                                    (30,000)          --                     --
                                                                           -----------    -----------            -----------

               Net cash provided by financing activities                       429,900        419,500                879,400

Net increase (decrease) in cash                                                (88,471)        88,571                 86,706

Cash at beginning of period                                                     88,571           --                     --
                                                                           -----------    -----------            -----------

Cash at end of period                                                      $       100    $    88,571            $    86,706
                                                                           ===========    ===========            ===========


Non-cash Financing Activities
     Common stock issued for services                                      $   494,784    $   416,000            $   910,784
     Common stock options issued for services                                   47,800           --                   47,800
     Common stock issued to pay accounts payable                                  --           36,000                 36,000
     Common stock issued for subscription receivable                              --           80,000                 80,000
     Options and warrants issued below market value                               --           57,000                 57,000
     Options issued below market value for stock offering costs                   --        1,070,618              1,070,618
     Options issued below market value for deferred stock offering costs          --        1,366,482              1,366,482

</TABLE>
               The Notes to Consolidated Financial Statements are
                     an integral part of these statements.

                                      F-5

<PAGE>


                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000



NOTE 1 - ORGANIZATION, HISTORY AND NATURE OF OPERATIONS

a.  Organization and History

         World  InterNetWorks,  Inc., was  incorporated on March 17, 1986, under
the  name  Impressive  Ventures,   LTD.  ("Impressive  Ventures")  as  a  Nevada
corporation.  Impressive  Ventures did not conduct any business operations until
August 27, 1996,  when it's  stockholders  approved an agreement under which the
stockholders of Wealth International,  Inc., a Utah corporation ("Wealth Utah"),
obtained a controlling  interest in Impressive  Ventures.  This  transaction was
treated  as an  acquisition  of  Impressive  Ventures  by  Wealth  Utah and as a
recapitalization of Wealth Utah. Wealth Utah was established in November 1995 as
a partnership and was  incorporated  in Utah in July 1996.  Under the agreement,
the stockholders of Wealth Utah exchanged all of their shares in Wealth Utah for
2,752,245 common shares of Impressive Ventures, after the effects of a 1-for-250
reverse stock split, a 4-for-1  forward stock split and a 1-for-4  reverse stock
split.

         After the transaction was completed,  Impressive  Ventures  changed its
name to Wealth International,  Inc. ("Wealth Nevada"), a Nevada corporation, and
the operating  subsidiary,  Wealth Utah,  subsequently changed its name to World
Internet  Marketplace,  Inc.  ("WIM").  Wealth Nevada  changed its name to World
InterNetWorks,  Inc., (the "Company") in January 1998 to more accurately reflect
the nature of the  Company's  business.  The  Company  formed  Global  Wholesale
Exchange,  Inc.  ("GWE")  and  Global  Media  Group,  Inc.  ("GMG"),  both  Utah
corporations, in June 1996 as additional operating subsidiaries.

         WIM was engaged in  marketing  and  distributing  products and services
relating to Internet  commerce.  GWE provided  wholesale  goods to consumers via
Internet  and fax  notification.  GMG,  doing  business  as the  "Institute  for
Financial Independence" organized and sponsored sales seminars that sold WIM and
GWE products.

         Business  operations  were  not  successful  and in  October  1998  the
operations  of all three of the Company's  subsidiaries  were  discontinued.  In
October  1999,  each  subsidiary  filed a Chapter 7  bankruptcy  petition in the
United States  Bankruptcy Court for the District of Utah (the "Court").  On July
28, 2000 the Court ordered all three cases closed and  discharged the bankruptcy
trustee.  Additionally,  in 1999, the Utah Department of Commerce dissolved each
of these  subsidiaries.  (See Note 4.) Consequently,  the Company re-entered the
development  stage.  The  Company  resumed  operations  in  March  1999  with  a
completely new management team and a new business plan.
                                      F-6

<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


b.  Nature of Operations

         The Company's primary business plan is to provide a complete "Suite" of
Internet  related  products and services  including:  web hosting,  the sale and
registration of domain names, web site design and engineering,  merchant account
access and the process of  accepting  credit cards online as well as training in
the tools needed for a business customer to direct traffic to their web site and
effectively  market their own products or services through the World Wide Web to
potential prospects. The Company's marketing and services are directed primarily
to the small business market. Of the 25 million small business' operating in the
U.S.  more  than 70% do not  presently  have a web site or any type of  Internet
exposure.  The Company has  focused  its  marketing  efforts to reach this large
market  sector and  provide  for them all of the  necessary  tools to  establish
themselves on the World Wide Web with a cost-effective and dynamic presence.

         The  Company's  design and  engineering  resources now account for more
than 50% of gross revenues.  Revenues  generated in the two years ended February
28, 2001 and February 29, 2000,  under the  Company's  new business plan totaled
$363,088, and $82,675, respectively,  primarily from site design and engineering
fees and web site hosting fees.

         These business  operations were  unsuccessful.  As a result,  effective
March 22, 2001, World Internetworks  acquired all of the outstanding stock of GT
Data  Corporation  and GT  Data  became  a  wholly  owned  subsidiary  of  World
Internetworks.  Pursuant to the Agreement and Plan of Reorganization and Merger,
the  shareholders  of GT Data  received,  in exchange for all their shares of GT
Data,  7,688,403  shares of the  common  stock of World  Internetworks,  after a
2-for-1 reverse stock split.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  Accounting Method

         The Company's  consolidated financial statements are prepared using the
accrual method of accounting.  The Company has elected a February 28 (29) fiscal
year end.

b.  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.

c.  Depreciation and Amortization

         Depreciation  is provided for in amounts  sufficient to relate the cost
of  depreciable  assets to  operations  over their  estimated  service  lives of
between 5 and 7 years.  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.

d.  Revenue Recognition

         The Company generally  receives the sales price of its web hosting fees
and  services  in cash at the  beginning  of the month of service or at the time
orders are made. Sales are generally recognized at the time the web site hosting
is provided or when the service is completed or the product is shipped. Billings
or collections for services not completed are recorded as deferred revenue until
such services are completed.

                                      F-7

<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


e.  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 basis 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.

f.  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.

h. Development costs

         The costs of developing the Company's new business plan,  including new
web-site design,  engineering and marketing research and analysis are charged to
general and administrative expense as incurred.

i.  Basic and Fully Diluted Loss Per Common Share

         Basic and diluted net income or (loss) per common share are  calculated
by dividing  net income or (loss)  attributable  to common  stockholders  by the
weighted average number of shares of common stock outstanding during the period.
At February 28, 2001, there were outstanding  common stock equivalents  (options
and warrants) to purchase 2,079,000 shares of common stock that were included in
the  computation  of net  income or (loss)  per  common  share for the year then
ended. At February 29, 2000,  there were  outstanding  common stock  equivalents
(options and warrants) to purchase 960,000 shares of common stock, that were not
included  in the  computation  of net (loss) per common  share for the year then
ended, as their effect would have been anti-dilutive, thereby decreasing the net
loss per common  share.  Therefore,  basic net loss per  common  share and fully
diluted net loss per common share were the same for the year ended  February 28,
2001.
                                      F-8
<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


j.  Newly Adopted Accounting Principles

         The  Company  has  adopted the  provisions  of FASB  Statement  No. 138
"Accounting  for Certain  Derivative  Instruments  and Hedging  Activities,  (an
amendment  of FASB  Statement  No.  133.)"  Because  the Company had adopted the
provisions of FASB Statement No. 133, prior to June 15, 2000,  this statement is
effective for all fiscal quarters beginning after June 15, 2000. The adoption of
this principle had no material  effect on the Company's  consolidated  financial
statements.

         The  Company  has  adopted the  provisions  of FASB  Statement  No. 140
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of  Liabilities  (a  replacement  of FASB  Statement No.  125.)" This  statement
provides  accounting  and  reporting  standards  for  transfers and servicing of
financial assets and  extinguishments of liabilities.  Those standards are based
on consistent  application  of a  financial-components  approach that focuses on
control.  Under that  approach,  the transfer of financial  assets,  the Company
recognized the financial and servicing assets it controls and the liabilities it
has incurred,  derecognizes  financial assets when control has been surrendered,
and  derecognizes   liabilities  when  extinguished.   This  statement  provides
consistent  standards for distinguishing  transfers of financial assets that are
sales from  transfers that are secured  borrowings.  This statement is effective
for  transfers  and  servicing  of  financial  assets  and   extinguishments  of
liabilities  occurring  after March 31, 2001.  This  statement is effective  for
recognition and  reclassification of collateral and for disclosures  relating to
securitization  transactions  and  collateral  for  fiscal  years  ending  after
December 15, 2000. The adoption of this principle had no material  effect on the
Company's consolidated financial statements.

         The  Company  has  adopted the  provisions  of FIN 44  "Accounting  for
Certain  Transactions  Involving Stock  Compensation (an  interpretation  of APB
Opinion  No.  25.)"  This  interpretation  is  effective  July 1,  2000.  FIN 44
clarifies the application of Opinion No. 25 for only certain issues. It does not
address  any issues  related  to the  application  of the fair  value  method in
Statement  No. 123.  Among other  issues,  FIN 44 clarifies  the  definition  of
employee  for  purposes of applying  Opinion 25, the  criteria  for  determining
whether a plan qualifies as a noncompensatory  plan, the accounting  consequence
of various  modifications  to the terms of a  previously  fixed stock  option or
award, and accounting for an exchange of stock compensation awards in a business
combination.  The  adoption  of this  principle  had no  material  effect on the
Company's consolidated financial statements.

NOTE 3 -          GOING CONCERN

         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  losses from operations from its inception and the recoverability of
a major portion of the asset amounts shown in the accompanying  balance sheet is
dependent upon the Company's ability to raise sufficient working capital to meet
its operating  costs and debt  obligations  on a continuing  basis in its future
operations. The financial statements do not include, any adjustments relating to
the  recoverability  and classification of recorded assets and classification of
liabilities  that might be necessary should the Company be unable to continue in
existence.
                                      F-9
<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


         The Company resumed operations in March 1999 with a new management team
and  numerous  strategic  alliances  in  place  for  the  purpose  of  providing
state-of-the-art  web  site  design,  technical  support,  online  training  and
interactive  e-commerce web sites to individuals and small  businesses (see Note
1).  Management  believes  this new business  plan will provide the revenues and
margins  necessary to result in  significant  recurring  revenue and  profitable
growth through  hosting,  design and engineering  fees as well as commissions on
product sales.  Management also expects to obtain  additional  equity  financing
through the issuance of additional capital stock and the exercise of outstanding
common stock  warrants in order to meet its cash flow needs through  fiscal year
2002. (See Note 4 for additional  steps  undertaken by management to improve the
company's liquidity and Note 12 for "Merger" information  subsequent to February
28, 2001.)

NOTE 4  -         BANKRUPTCY PETITION

         On October 26, 1999, the Company's  three  subsidiaries,  WIM, GWE, and
GMG, each filed petitions  under Chapter 7 of the United States  Bankruptcy Code
for protection  from  creditors.  The petitions  required  creditors to halt any
collection  efforts of amounts owed them by the Company's  subsidiaries  until a
meeting of creditors  and a hearing was  conducted by the Court.  The  Company's
three  subsidiaries  had no  assets  with  which  to pay  their  obligations  to
creditors.  On July 28,  2000 the Court  ordered  all  three  cases  closed  and
discharged  the  bankruptcy  trustee.  As a result of the court's  decision  the
company recorded an extraordinary gain from forgiveness of debt in the amount of
$2,459,205 for the year ended  February 28, 2001, and the amounts  classified as
"reserve for discontinued  operations" in the accompanying  consolidated balance
sheet as of February 29, 2000 were removed from the Company's liabilities.

         As described in Note 1 the  operations of all three  subsidiaries  were
discontinued in October 1998 and their Corporate  charters were dissolved by the
Utah Department of Commerce in 1999.

NOTE 5 - NOTE PAYABLE

         On November 27, 2000, the Company obtained $25,000 from Fairway Capital
Partners,  LTD ("Fairway") under a promissory note payable on February 27, 2001,
with interest at 10 percent per annum. The note was secured by a pledge to issue
50,000 shares of the Company's common stock in the event of default. In December
2000,  the Company  issued  4,500,000  shares of it's common stock to Fairway in
exchange for cash,  payment of accrued  management fees, a commitment to provide
cash to pay  certain  legal and  consulting  fees and the  payment  of this note
payable (See note 7 c.).
                                      F-10
<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


NOTE 6 - INCOME TAXES

         As of  February  28,  2001,  the  Company  had  federal  and  state net
operating loss  carryforwards  of  approximately  $3,280,000.  The net operating
losses will expire at various dates beginning in years 2012 through 2015, if not
utilized.

         The Company operated 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 to individual shareholders.
Accordingly,  the  Company  was not  subject  to  federal  income  taxes on it's
operations  while a partnership  and no provision or current  liability or asset
for federal or state income taxes for those periods has been reflected.

NOTE 7  -         COMMON STOCK ISSUED OR CANCELED

a. Treasury Shares Retired

         In July 2000,  the Board of  Directors  of the Company  authorized  the
retirement and return to the Company's  pool of authorized  but unissued  shares
1,020 shares held in its  treasury.  The cost of the treasury  shares was $3,186
and has been charged to capital.

b. Shares Canceled

         In February  2000, the Company  canceled  75,000 shares of common stock
previously held by a former officer of the Company.  The Company did not pay any
consideration for the shares canceled.

 c. Shares Issued For Cash

         In December 2000, the Company issued  4,500,000  shares of common stock
restricted under Rule 144 to Fairway in consideration for the following items:

Payment of management fees due through December 2000                 $    55,000
  Payment of a promissory note payable to Fairway                         25,000
Cash received in January 2001                                             45,000
Provide cash for certain designated legal and consulting
  fees relating to the Merger with GTData Corporation (See Note 12)       75,000
                                                                          ------

    Total consideration received                                     $   195,000
                                                                     ===========
                                      F-11
<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


         Additionally,  Fairway  agreed to reduce  the  monthly  management  fee
described in Note 9 to $5,000 effective  January 1, 2001, for the remaining term
of the contract.  Further,  additional payments due under the contract are to be
deferred until April 30, 2001. In addition to the cash received and reduction in
notes and accounts payable,  the Company recorded an expense for consulting fees
totaling $255,785 relating to the shares issued.

         In January 2000, the Company issued 1,700,000 shares of common stock in
exchange for cash of $62,500 and services.  The 1,700,000  shares were issued as
the final  installment of a total of 4,200,000  shares issued under a definitive
agreement with Fairway in exchange for a total of $187,500 in cash plus services
related to the  introduction  of sources of capital to the  Company by  Fairway.
Previously,  under the Fairway agreement, the Company issued 2,000,000 shares of
common stock in November  1999 and 500,000  shares in October  1999, in exchange
for cash of $100,000 and $25,000  respectively.  The Company  recorded a cost of
capital totaling $2,437,100 relating to the services provided by Fairway and the
issuance  of the  4,200,000  shares  at a price  below the  market  price of the
Company's  common  shares.  Of the $2,437,100  cost,  $1,366,482 was reported as
deferred  offering  costs in the balance sheet of February 29, 2000 which amount
related to the  portion of the  capital  received  under the  private  placement
offering after February 29, 2000.The  deferred  offering costs were reclassified
as a charge to  additional  paid in capital in fiscal year ending  February  28,
2001 when proceeds from the balance of the offering were received.

         In March  1999,  the  Company  began a private  placement  offering  of
1,250,000 units ("Units")  consisting of one share of "restricted"  common stock
of  the  Company   (restricted  under  Rule  144)  and  one  "unregistered"  and
"restricted" common stock purchase warrant (the "Warrant"), granting the warrant
holder the right to purchase an additional  share of the Company's  common stock
at a price of $2.00 per share. The Warrants expire two years from the completion
of the offering and are callable at a price of $0.01 per share at any time after
ninety days from the effective date of any registration statement,  upon 30 days
written  notice.  The offering was closed in February 2000. The Company filed an
SB-2  registration  statement  in April 2000 to register the common stock issued
for resale under the offering.  The registration statement became effective June
22, 2000 and was  withdrawn  October 2, 2000.  The  Company  received a total of
$652,000  under the  offering  and issued  1,630,000  shares of common stock and
warrants to purchase an  additional  1,630,000  shares of common  stock.  Of the
proceeds  from the  offering  $360,000  was  received  in the fiscal  year ended
February 28, 2001 and 900,000 units were issued in the same period.

         Shares issued under the offering and not sold by any investor  prior to
October  2,  2000,  when  the  registration  statement  was  withdrawn,  are now
restricted under Rule 144 of the Securities and Exchange Commission.
                                      F-12
<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


 d. Shares Issued For Services

         In February  2001,  the Company  issued  500,000 shares of common stock
restricted  under Rule 144 in payment for  management  and  consulting  services
provided to the Company by various  directors,  employees and  consultants.  The
Company  recorded   expenses  for  engineering,   directors,   professional  and
consulting fees totaling $125,000 relating to the shares issued.

         In December 2000, the Company authorized the issuance of 500,000 shares
of  common  stock  restricted  under  Rule 144 in  payment  for  management  and
consulting  services to be provided to the Company by an  unrelated  consultant.
The  Company  later  canceled  the  consulting  arrangement  and never  issued a
certificate of shares.

         Additionally,  in December  2000,  the Company  issued 65,000 shares of
common stock  restricted  under Rule 144 to an unrelated  consultant in exchange
for  professional  services  provided to the  Company.  The Company  recorded an
expense for professional  fees totaling $6,885 relating to the shares issued for
professional services.

         In  July  2000,  the  Company  issued  5,172  shares  of  common  stock
restricted  under Rule 144 in payment for  management  and  consulting  services
provided to the Company by a shareholder and the Company recorded an expense for
consulting fees totaling $7,500 relating to the shares issued.

         In  May  2000,  the  Company  issued  14,954  shares  of  common  stock
restricted  under Rule 144 in payment for  management  and  consulting  services
provided to the Company by a shareholder and the Company recorded an expense for
consulting fees totaling $30,000 relating to the shares issued.

         Additionally,  in May 2000,  the Company issued 71,750 shares of common
stock  restricted  under Rule 144 to an unrelated party in exchange for services
provided relating to the private  placement of its securities  described in more
detail in the  following  paragraphs.  The Company  recorded a charge to capital
totaling $28,700 relating to the 71,750 shares issued.

         In February  2000,  the Company  issued  36,000  shares of common stock
restricted under Rule 144 in payment of accounts payable  totaling  $36,000.  An
additional  20,000 shares of common stock  restricted under Rule 144 were issued
to an unrelated individual in exchange for professional services provided to the
Company.  The Company recorded an expense for professional fees totaling $20,000
relating to the shares issued for services.

         In November  1999,  the Company  issued  247,500 shares of common stock
under an S-8  Registration  Statement  to  several  individuals  in  payment  of
accounts  payable  totaling  $99,000.  Included in the total were 75,000  shares
issued  to  Steven  K.  Hansen,  President,  CEO and  Chairman  of the  Board of
Directors  of  the  Company,   for  consulting  services  previously   provided.
Additionally,  50,000  shares of the above  total  were  issued  to  Leonard  W.
Burningham,  Esq.,  who was Counsel to the Company for securities  matters,  for
legal and  professional  services  previously  provided.  The remaining  122,000
shares were issued to  unrelated  parties  for legal and  professional  services
previously provided.
                                     F-13
<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


         Additionally,  in November  1999,  the Company  issued 25,000 shares of
common stock restricted  under Rule 144 to Leonard W.  Burningham,  Esq., who is
Counsel to the Company for securities  matters.  The Company  recorded legal and
professional fees totaling $10,000 relating to the shares issued.

         In March 1999,  the Company  issued  1,148,000  shares of common  stock
restricted  under Rule 144 to  several  individuals  in  exchange  for  services
provided to the  Company.  Included in the total were 975,000  shares  issued to
Steven K. Hansen,  President,  CEO and Chairman of the Board of Directors of the
Company.  Additionally,  50,000 shares of the above total were issued to Leonard
W. Burningham,  Esq., who was Counsel to the Company for securities matters. The
remaining 123,000 shares were issued to unrelated parties.  The Company recorded
management, legal and professional fees totaling $287,000 relating to the shares
issued.

NOTE 8 -          STOCK OPTIONS, STOCK AWARDS AND STOCK WARRANTS

Common Stock Options

         In February  2001,  the  Company's  Board of Directors  authorized  the
repricing of exercise prices on 85,000 options to purchase the Company's  common
stock previously granted to various employees and Board members.  55,000 options
originally  granted in May 2000,  with an exercise  price of $1.38 per share and
30,000  options  granted in October  2000,  with an exercise  price of $0.40 per
share were all repriced to an exercise  price of $0.15 per share.  Additionally,
in February 2001,  5,000 of the options  granted in May 2000,  were exercised by
one the employees at the adjusted exercise price of $0.15 per share. The Company
recorded  salaries relating to the exercise of $1,750 in the year ended February
28, 2001.

         In October and November of 2000, the Company  granted 65,000 options to
purchase the  Company's  common stock to two unrelated  consultants  at exercise
prices  of $0.50 per share for  50,000  options  and $0.40 per share for  15,000
options. All the options granted vested immediately and expire 3 years from date
of grant.  The weighted  average fair value of the options granted was $0.20 and
$0.12 per share  respectively using the Black Scholes pricing model. The Company
recorded  consulting fees related to the options issued totaling  $11,800 in the
year ended February 28, 2001.

         In October and November of 2000, the Company  granted 30,000 options to
purchase the  Company's  common stock to two  employees at an exercise  price of
$0.40 per share.  All the options granted vested  immediately and expire 5 years
from date of grant.
                                      F-14
<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


         In July of 2000,  the Company  granted  50,000  options to purchase the
Company's common stock to an unrelated  consultant at an exercise price of $1.25
per share.  All the options  granted vested  immediately and expire 5 years from
date of grant.  The weighted average fair value of the options granted was $0.72
per  share  using  the  Black  Scholes  pricing  model.   The  Company  recorded
professional  fees related to the options  issued  totaling  $36,000 in the year
ended February 28, 2001.

         In May of 2000,  the Company  granted  89,000  options to purchase  the
Company's common stock to employees and directors and 15,000 stock options to an
unrelated  consultant at an exercise  price of $1.38 per share.  The  consultant
declined  to accept the  15,000  options  granted to him and they were  therefor
canceled.  All the options granted expire 5 years from date of grant.  34,000 of
the stock options were granted to Officers and Directors of the Company and were
vested  immediately  upon grant.  The employee options vest over a period of two
years with 25% becoming vested after each six months from the date of grant.

         The  weighted  average  fair value of the  234,000  options  granted to
employees and directors  during the year ended  February 28, 2001, was $0.42 per
share using the Black Scholes pricing model. Had  compensation  expense of these
options  been  recorded  in  accordance  with  SFAS  No.  123,  "Accounting  for
Stock-Based  Compensation",  the  Company's net loss before  extraordinary  item
would have been  $1,174,221 or $0.11 per share for the year ending  February 28,
2001. As of November 30, 2000, the Company had a total of 454,000  non-qualified
options outstanding.

         During the year ended  February 29, 2000, the Company  granted  150,000
non-qualified stock options to a director of the Company for consulting services
at exercise prices ranging from $0.40 to $0.75 per share.  The fair market value
of the options was $0.58 per share, or $87,000 in total using the  Black-Scholes
pricing model and was charged to selling,  general and administrative  expenses.
Additionally,   the  Company  granted  70,000  non-qualified  stock  options  to
employees and directors at exercise prices of $0.40 per share. Of these employee
grants  50,000  shares were issued at $0.35 per share below the market  price of
the  Company's  common stock on the date of the grant.  The fair market value of
the 50,000 options granted below market value was $0.61 per share, or $30,500 in
total, using the Black-Scholes pricing model and was charged to selling, general
and  administrative  expenses.  The  weighted  average fair value of the options
granted to employees at market value during the year ended February 28, 2000 was
$0.58 per share using the  Black-Scholes  pricing model. All the options granted
expire five years from date of grant. Had compensation  expense for the issuance
of these options been recorded in accordance with the method  prescribed by SFAS
No. 123, "Accounting for Stock-Based Compensation",  the Company's net loss from
continuing  operations  attributable  to  common  stockholders  would  have been
$785,747 or $0.22 per share for the year ended February 29, 2000.

         The Company had a total of 449,000  and 220,000  non-qualified  options
outstanding as of February 28, 2001, and February 29, 2000, respectively.
                                      F-15
<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


         Effective  in 1996,  the  Company  adopted a stock  option  plan  which
provided for the granting of stock options and awards to employees, officers and
non-employee consultants 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
non-qualified stock options or awards to eligible participants.  On September 4,
1998, the Company  effected a reverse stock split on a 1-for-4  basis,  reducing
the  number of  shares  available  for  stock  options  and  awards to  eligible
participants to the original 4,000,000 shares. Additionally,  the Company issued
non-qualified  options to  employees,  officers,  directors and  consultants  in
previous years.

         During the year ended  February  29,  2000,  the Company  canceled  all
1,532,375  stock  options that were  outstanding  at February  28,  1999,  under
provisions of the option  agreements  that provide for their exercise  within 90
days after the termination of an optionee's  employment or business relationship
with the Company.  All of the option holders had terminated their  relationships
with the Company on or before October 22, 1998 and all unexercised  options were
therefore forfeited.

Common Stock Warrants

         The Company granted  warrants to purchase 900,000 and 740,000 shares in
the years ended  February 28, 2001,  and  February  29, 2000,  respectively,  in
connection  with the  issuance of the same  number of shares of common  stock in
each fiscal period under the Company's private placement offering (see Note 7).

         In February 2001, 10,000 warrants  originally granted in November 1999,
were  exercised and 10,000 shares of the Company's  common stock was issued.  No
cash was received on the exercise as these warrants were originally granted with
a cash-less exercise provision.

         The Company had a total of 1,630,000 and 740,000  warrants  outstanding
as of February 28, 2001, and February 29, 2000, respectively.

NOTE 9  -         COMMITMENT AND CONTINGENCIES

Employment Contracts

         Effective  in  March  1999,  the  Company  entered  into an  employment
contract with Steven K. Hansen,  President and CEO of the Company,  the terms of
which  provide  a  monthly  salary of $8,000  together  with  medical  insurance
benefits.  In addition Mr.  Hansen was issued  975,000  shares of the  Company's
common stock restricted under rule 144 and 75,000 shares of the Company's common
stock under an S-8 Registration  Statement for management  services  provided in
the months  ending May 31, 1999.  The term of the  employment  contract is three
years.  In March 2001,  Mr. Hansen  resigned as an officer of the Company and in
May 2001, his active employment with the Company ceased (See Note 12).

                                      F-16
<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


         Effective March 4, 1999 the Company entered into an employment contract
with  Phillip M. Ray,  Secretary/Treasurer  of the  Company,  the terms of which
provided a monthly  salary of $3,000 per month.  Mr. Ray's salary was terminated
June 1, 1999. In lieu of salary after June 1, 1999 Mr. Ray was granted  warrants
to purchase up to 60,000  "unregistered" and "restricted" shares of common stock
at a price of $0.40 per share.  Ten thousand of these  warrants are deemed to be
"cashless,"  in which Mr. Ray may  surrender  options in  exchange  for  shares,
rather than paying cash.  In addition Mr. Ray was granted  20,000  shares of the
Company's restricted common stock issued to his designee,  Automotive Direct, in
consideration  for  payment  of a  $40,000  debt of the  Company.  Additionally,
cash-less  warrants to purchase 25,000 shares of the Company's common stock were
to be issued as a finders'  fee to Mr. Ray in the event the  Company  benefitted
from certain business opportunities  introduced to the Company by Mr. Ray. As of
November 30, 2000 the Company had not realized any benefit and the commitment to
issue cash-less  warrants was withdrawn.  Mr. Ray's active  employment ceased at
the  end  of  September  1999  and he  subsequently  resigned  as the  Company's
Secretary/Treasurer.

Officers and Directors Compensation Commitments

         On May 9, 2000,  the Board of  Directors  approved a "site"  bonus plan
payable to Steven K. Hansen,  Director,  President  and CEO of the Company.  The
site bonus plan  calls for Mr.  Hansen to receive a bonus of $1.00 per  web-site
hosting  customer  brought  into the  Company.  The site  bonus is not to exceed
$15,000  in any one  month.  The Board of  Directors  is to review the bonus for
renewal or  modification  in March 2001.  Payments due Mr. Hansen under the site
bonus plan totaled $9,956 during the year ended February 28, 2001.

         Effective  March 4, 1999 Randall L. Roberts and Gary S.  Winterton were
appointed to the Board of Directors of the Company.  As Directors'  compensation
they were  each  granted  options  to  acquire  10,000  shares of the  Company's
restricted common stock at a price of $0.40 per share. In addition,  on July 23,
1999 Mr.  Winterton  was  granted  an option to  acquire  100,000  shares of the
Company's  restricted  common  stock at a price of $0.40  per  share and a third
option to acquire  50,000 shares at a price of $0.75 per share.  The  directors'
options  expire  five years from date  granted.  Shares  underlying  the options
granted Mr.  Winterton  will be included in a  registration  statement  upon the
demand of the holder. To date no such demand has been received by the Company.

Fairway Consulting Agreement

         On August 16, 1999,  the Company  entered  into a consulting  agreement
with  Fairway to provide  non-exclusive  management,  consulting  and  financial
services,  including advise on corporate acquisitions and related matters. Terms
of the  agreement  require the  Company to pay Fairway  $5,000 per month for the
first  three  months of the  agreement,  $10,000  per  month for the next  three

                                      F-17

<PAGE>


                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000

months,  and $15,000 for each month after that.  All such  payments were paid in
full as of February 28, 2001, subject to the changes in the agreement  discussed
below. The agreement expires on August 1, 2002.  Subsequent to entering into the
consulting  agreement  Fairway became a related party through the acquisition of
4,200,000 shares of the Company's common stock.

         On  February 4, 2000,  the  Company  and  Fairway  agreed to modify the
agreement  for  payments due after March 1, 2000.  Under the modified  agreement
Fairway is granted  the option to reduce the  monthly  cash  payment due them to
$7,500 and to receive an additional $7,500 worth of the Company's "unregistered"
and  "restricted"  common stock priced at the average  closing  market price per
share  over the last five  trading  days of the  previous  month.  The option is
effective for each month  individually  for the remaining term of the agreement.
Fairway  exercised  the option for the four months from  February  through  June
2000,  and  were  issued  20,126  shares  in lieu of  $37,500  in cash  payments
otherwise due.

         In December  2000, the Company and Fairway agreed to reduce the monthly
management  fee to $5,000  effective  January 1, 2001, for the remaining term of
the contract.  Further,  Fairway  subsequently  agreed to cancel the  consulting
contract altogether effective February 28, 2001. (See note 7)

Operating Lease Agreement

         In August  2000,  the Company  entered into an agreement to lease 1,620
square feet of office space in Sandy, Utah for all  administrative,  engineering
and sales  personnel.  The lease is for three years at a monthly  rate of $1,000
for the first six  months,  $1,500  for the next six  months  and $2,000 for the
remaining two years of the lease. The lease became effective October 1, 2000.

         Previously  the Company  rented office  facilities  in Orem,  Utah on a
month to month  basis.  Monthly  rental for that  office  facility  was  $800.00
through September 2000.

         Future aggregate  minimum  obligations under the operating lease are as
follows:

              Years ending February 28,
              -------------------------

                           2002               $ 20,000
                           2003                 24,000
                           2004                 14,000
                                              ---------

                   Total                      $ 58,000
                                              =========
                                      F-18
<PAGE>

Litigation and Claims
---------------------

         On October 26, 1999,  our  wholly-owned  subsidiaries,  World  Internet
Marketplace,  Inc.;  Global Media Group,  Inc.; and Global  Wholesale  Exchange,
Inc., filed for Chapter 7 bankruptcy  protection in the United States Bankruptcy
Court for the District of Utah. The cases were  designated  Case Nos.  99-31576;
99-31577;  and  99-31578,  respectively.  On July 28, 2000 the Court ordered all
three cases closed and  discharged the  bankruptcy  trustee.  As a result of the
Court's decision the Company recorded an extraordinary  gain from forgiveness of
debt in the amount of $2,459,205  for the year ended  February 28, 2001, and the
amounts classified as "reserve for discontinued  operations" in the accompanying
consolidated  balance  sheet as of  February  28,  2001  were  removed  from the
Company's liabilities.

         The Company,  as of February 28, 2001,  is not currently a party to any
legal  proceedings,  the  adverse  outcome  of  which,  individually  or in  the
aggregate,  would  have a material  adverse  effect on the  Company's  financial
position or results of operations.

NOTE 10 -         RELATED PARTY TRANSACTIONS

         On June 23, 2000, the Company's Board of Directors authorized a loan of
$10,000 to an executive  officer and shareholder of the Company.  The loan is in
the form of a promissory  note,  bears  interest at the rate of 8% per annum and
was payable  within 120 days of the date of the note. In October 2000, the Board
extended the due date of this loan to February 28, 2001. In February  2001,  the
Board of Directors authorized that the note balance,  including accrued interest
be forgiven  and added to Mr.  Hansen's  compensation.  The  Company  recorded a
management  fee expense of $10,351 in the year ended  February 28, 2001 relating
to the forgiven note.

NOTE 11  -        EXTRAORDINARY GAIN/LOSS FROM DISCONTINUED OPERATIONS

         On October 22, 1998, the Board of Directors of the Company discontinued
the marketing and distribution of products and services  relating to commerce on
the Internet due to a lack of funding and increased losses. There were no losses
attributable to the discontinued operations in the years ended February 28, 2001
and February 29, 2000, respectively.  The Company recorded an extraordinary gain
in the  form  of a  "gain  on the  extinguishment  of  debt"  in the  amount  of
$2,459,206,  related to the discontinued operations,  in the year ended February
28, 2001,  arising from the discharge of debt under bankruptcy  proceedings more
fully discussed in Note 4.

         At February 29, 2000 the Company had  liabilities of $2,459,205,  which
were associated with the discontinued operations.
                                      F-19
<PAGE>

                   WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     February 28, 2001 and February 29, 2000


NOTE 12  -        SUBSEQUENT EVENTS

         On March 1, 2001, Gary S. Winterton and Robert L. Roberts resigned from
the Board of Directors of the Company and Robert Genesi and Anthony Giraudo were
appointed as Directors.  Anthony Giraudo was appointed Chairman of the Board and
Robert Genesi was appointed Chief Executive Officer,  replacing Steven K. Hansen
at that position. Mr. Hansen remained on the Board.

         On March 12,  2001,  the Board of Directors  approved an Agreement  and
Plan of reorganization  and Merger (Merger) by the Company with GTD Acquisition,
Inc.  (Newco) and GTData  Corporation  (GTD),  both Delaware  corporations.  The
Merger became effective March 22, 2001. (See The Merger below.)

         The Board also approved a 2001 Stock Option Plan and reserved 3,333,333
shares of the  Company's  Common  Stock for issuance  pursuant to such plan.  An
additional  728,548 shares of the Company's  Common Stock was reserved under the
Company's  Stock Bonus Plan for incentives to officers,  employees and directors
of the  surviving  Company  pursuant  to the  Merger  agreement.  An  additional
7,688,403  shares were reserved for issuance to GTD shareholders in exchange for
their GTD shares under the Merger  agreement and an additional  1,000,000 shares
were  reserved  for  issuance to Mountain  Engineering  II, Inc. for a potential
future business  transaction.  Further,  227,000 shares of the Company's  common
stock were reserved for the exercise of existing stock options.

         The Board also authorized a change in the Company's  By-laws whereby an
action otherwise  required or permitted to be taken at a meeting of shareholders
may be taken  without such a meeting if a written  consent to any such action is
signed by a majority of  shareholders  holding a majority of voting power of the
Company,  or a  higher  percentage  if such a higher  proportion  of  voting  by
shareholders is otherwise required.

                                      F-20
<PAGE>

THE MERGER

         On March 20, 2001, and pursuant to a Certificate  filed with the Nevada
Secretary  of State,  the  Company  effected a 1 for 2 reverse  split of all the
outstanding  shares of its  common  stock,  options  and  warrants.  Immediately
following the reverse split the Company had  250,000,000  shares  authorized and
7,063,732 shares issued and outstanding.  Outstanding  options and warrants were
224,500 and 815,000  respectively,  after the reverse split.  On March 22, 2001,
the Merger  became  effective.  Under the plan of Merger,  NEWCO merged with and
into GTD, with GTD as the surviving  subsidiary of the Company.  Pursuant to the
Merger,  all the  outstanding  shares of GTD were  exchanged  for  shares of the
Company 1 for 1 on a post split basis and 750,000 shares were issued to Fairway,
a finder, in connection with the transaction.  All of the outstanding  shares of
NEWCO were  converted into shares of GTD as the surviving  corporation  with the
Company as the sole holder of those shares.  As a result,  pro forma  financials
are not  required  due to the  fact  that GTD is  considered  the  acquirer  for
accounting   purposes  and  therefore  World  Internetworks  is  considered  the
acquiree. The number of shares issued in exchange for Newco and GTD shares under
the Merger is as follows:


   Newco common shareholders                100 - shares of the surviving
   GTD:                                                 corporation
      Common shares                         6,209,402   shares of the company
      Series A Preferred                            1
      Series B Preferred                    1,479,000   shares of the company
                                            ---------

                  Total shares issued       7,688,503

         The Plan of Merger also provides for a  Registration  Rights  Agreement
for  certain  shareholders  of the  Company's  common  stock  that  hold  shares
restricted  under Section 144 whereby their shares will be registered as part of
any registration  filing undertaken by the surviving Company after the effective
date of the Merger.
                                       25
<PAGE>

OTHER SUBSEQUENT EVENTS

         On April 11, 2001, the Board of Directors  accepted the  resignation of
Anthony  Giraudo as  Chairman of the Board of  Directors  and  appointed  Robert
Genesi as Chairman of the Board.

         On April  12,  2001,  Steven  K.  Hansen  resigned  from  the  Board of
Directors.

         On May 22,  2001,  the Company  received  $130,000 in an exchange for a
subscription to acquire 520,000 shares of the Company's common stock.

SALE OF INTERNET OPERATIONS

         On May 9,  2001,  the  Company  agreed  to sell  substantially  all the
assets,  trade accounts,  operations and most of the liabilities of the Internet
web site  hosting  and design  operation,  (the pre Merger  operations  of World
Internetworks,  Inc.) to Wiworks, Inc., a corporation owned by Steven K. Hansen,
former  President  CEO and  Director  of the  Company.  The  Purchase  Agreement
transfers the assets and operations of the Internet  related business to Wiworks
in exchange for 10,000 shares of the Company's  common stock owned by Mr. Hansen
and the  assumption  of $125,025 in  liabilities  of the Company  related to the
Internet operation.  The sale is to be effective as of April 30, 2001.

                                       26
<PAGE>


Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

         None.

                                    Part III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

<TABLE>
<CAPTION>

                                                  Date of Election    Date of Termination
Name                  Positions Held                 or Designation     or Resignation
----                  --------------                 --------------     --------------

<S>                   <C>                                <C>           <C>
Robert Genesi         Chief Executive Officer            3/01               *
                      President, Secretary and
                      Chairman of the Board

Robert Mullaney       Executive Vice President-          3/01               *
                      Sales and President TSLi

Anthony Giraudo       Director                           3/01               *

Steven Hansen         President and Director             2/99          3/01 and 4/01

Randal Roberts        Director                           2/99                   3/01

Gary Winterton        Director                           2/99                   3/01
</TABLE>

         * These persons presently serve in the capacities indicated.

         Robert Genesi. Mr. Genesi is a co-founder of GTData Corporation and has
extensive  experience with start-up  companies and turnaround  situations in the
technology sector, including the storage industry sector. He has in excess of 25
years of operating  experience in senior and corporate  level  positions  with a
variety of major technology firms. Prior to co-founding GTData Corporation,  Mr.
Genesi was  President  and CEO of IData  Corporation,  a company  that  develops
linear  storage  products.  Mr.  Genesi  was  President  and  COO  or  Read-Rite
Corporation from 1987 to 1993,  President and CEO of Rexon Corporation from 1994
to 1996,  and  President  and CEO of DAS Devices from 1997  to1998.  He has been
involved  in many  different  areas  during his  career,  including  production,
finance, marketing, and human resources. Mr. Genesi is an engineer by training.

                                       27
<PAGE>

         Robert Mullaney.  Mr. Mullaney is currently  Executive Vice President -
Sales for World  Internetworks  and CEO and President of TSLi, a company that he
has led from its start-up  over 5 years ago. TSLi is engaged in the mass storage
service business and provides  solutions for hard drives,  tape drives and other
mass  storage  products.  Mr.  Mullaney  has more than 22 years of  direct  mass
storage  service and  manufacturing  experience  at companies  including,  Rexon
Corporation and DEI. His areas of expertise  include critical growth  components
such as market distribution and sales, major program  negotiations,  new product
marketing and senior management assembling and implementation.

         Anthony Giraudo. Mr. Giraudo is currently, and has been since 1992, the
Vice  President  and General  Manager of a large public  company  that  designs,
manufactures and markets semiconductors.  He has over 23 years experience in the
semiconductor industry.  Additionally,  Mr. Giraudo has extensive experience and
success  in  new  business   development,   product  innovation  and  technology
development.  He also has experience in leading edge  manufacturing  operations.
Mr.  Giraudo served as Director of R&D with NCR  Corporation -  Microelectronics
Division and as Director of Manufacturing  Operations with Honeywell Solid State
Electronics Divisions. He is an engineer by training.

         Randal  Roberts  and Gary  Winterton  resigned  as  directors  of World
Internetworks  in March  2001,  and Steve  Hansen  resigned  as an officer and a
director of World Internetworks in March 2001 and April 2001, respectively.  Due
to their resignations,  biographical information is not included. Please see our
Form 10-KSB  filed for period  ended  February  28, 2000 for their  biographical
information.

Material Employment Contracts

         In March 1999,  we entered into an  employment  contract with Steven K.
Hansen, former president of World Internetworks,  the terms of which provide for
a monthly salary of $8,000 together with medical insurance benefits. The term of
the employment  contract is three years.  However,  this employment contract was
terminated  in March 2001 upon Mr.  Hansen's  resignation  as president of World
Internetworks.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange Act of 1934  requires  that
officers,  directors  and  persons  who  beneficially  own  more  than  10% of a
reporting  company's  common  stock file  reports of  ownership  and  changes in
ownership  with  the  Securities  and  Exchange  Commission.  We are not a fully
reporting  company,  and,  accordingly,  we are not  subject  to such  reporting
requirements. We file reports under Section 15(d).

                                       28
<PAGE>

Item 10. Executive Compensation.

                              SUMMARY COMPENSATION TABLE (**)
                                                       Long Term Compensation
                              Annual Compensation             Awards
                              -------------------      -----------------------


Name and Position     Year          Salary      Bonus
Steven K. Hansen      2001        $96,000        -0-            -0-
President *           2000        $347,300 (2)   -0-            -0-
                      1999        $ -0-    (1)   -0-            -0-

*        Mr. Hansen resigned as President in March 2001.
(1)      Mr.  Hansen did not  receive  any  compensation  during the 1999 fiscal
         year.
(2)      This figure includes  $84,800 in cash  compensation  paid to Mr. Hansen
         and $262,500 for services paid with World Internetworks common stock.

<TABLE>
<CAPTION>

                           OPTION/SAR GRANTS IN LAST FISCAL YEAR (**)


                    Number of                % of Total Options
                    Securities                  Granted to         Exercise
                    Underlying Options         Employees in        Price per     Expiration
Name                Granted (#)              Fiscal Year (1)      Share ($/Sh)       Date
----                -----------              ---------------    ---------------  ----------
<S>                  <C>                         <C>                 <C>             <C>
Steven K. Hansen     10,000                      11.8%               $0.40           5/9/05
</TABLE>

(1) World  Internetworks  granted  options to purchase  85,000  shares of common
stock to employees in fiscal year 2001.

** Mr. Genesi and Mullaney are not included in the executive  compensation table
or the option grants table since they did not become  executive  officers  until
March 2001, our next fiscal year.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The  following  table sets  forth,  as of June 5,  2001,  the number of
shares of World  Internetworks  common  stock owned by (1) each person or entity
known to beneficially  own more than 5% of the outstanding  shares;  (2) each of
the officers named in the Summary Compensation Table; (3) each director; and (4)
all directors and executive officers as a group.

                                       29
<PAGE>

                                     Number of Shares              Percentage of
Name and Address                    Beneficially Owned               Class (1)
----------------                    ------------------               ---------

Steven K. Hansen                           502,500 (2)                  3.2%
1379 East Indian Ridge Circle
Sandy, Utah 84092

Randal L. Roberts                           57,500 (3)                   *
9878 South Lannae Drive
Sandy, Utah 84094

Gary S. Winterton                           61,500 (4)                   *
517 South 1045 West
Orem, Utah 84058

Dwain Brannon (6)                          910,531 (5)                  5.9%
925 Wild Cherry Court
Heathrow, Florida 32746

Patrick Kephart (6)                        996,280                      6.4%
2176 Aloqua Drive
Longwood, Florida 32779

Alain Lambert                            1,000,000                      6.4%
173 Rue St. Pierre
Suite P-105
Montreal, Quebec
H2Y 3TS Canada

Joseph Sierchio                          1,025,000 (7)                  6.6%
150 E. 58th Street
New York, New York 84058

Robert Genesi                            1,654,095 (8)                 10.7%
625 Cochran Street
Simi Valley, California 93065

Anthony Giraudo                          3,544,305 (9)                 22.9%
625 Cochran Street
Simi Valley, California 93065

All directors and executive                621,500                      4.0%
Officers as a group (3 persons
Named above) (10) (11)
-------------

* Less than 1% of the Company's common stock.

(1)      The number and percentage of shares beneficially owned is determined in
         accordance  with Rule 13d-3 of the Securities  Exchange Act of 1934, as
         amended and the information is not necessarily indicative of beneficial
         ownership for any other purpose.  Under this rule, beneficial ownership
         includes  any  shares as to which the  individual  or entity has voting
                                       30
<PAGE>

         power or investment  power and any shares which the  individual has the
         right to acquire within 60 days of June 5, 2001 through the exercise of
         any stock  option or other  right.  Unless  otherwise  indicated in the
         footnotes,  each person or entity has sole voting and investment  power
         or shares  voting and  investment  power  with his or her  spouse  with
         respect to the shares shown as beneficially owned.

(2)      This includes 102,500 shares held directly, 390,000 shares held jointly
         with his wife and 10,000 stock  options  exercisable  within 60 days of
         June 5, 2001.

(3)      This includes 20,000 stock options  exercisable  within 60 days of June
         5, 2001.

(4)      This includes 24,000 stock options  exercisable  within 60 days of June
         5, 2001.

(5)      Includes  848,031  shares held  directly and 62,500  shares held by the
         Dwain Brannon Group, LLC.

(6)      Messrs. Brannon and Kephart are principals of Fairway Capital Partners,
         LLC.

(7)      Mr.  Sierchio is the senior  partner of Sierchio & Company,  LLP, which
         was a prior  legal  counsel to World  Internetworks.  Except for 50,000
         shares  received from the company as additional  legal fees, the shares
         held by Mr. Sierchio were acquired by him from another shareholder.

(8)      Includes 10,253 shares held directly,  1,643,841 shares held indirectly
         by Genesi  Family  Partnership,  Ltd.  and 1 share  held  jointly  with
         Anthony Giraudo.

(9)      Includes   3,075,950   shares   held  directly,   468,354  shares  held
         indirectly  by the Giraudo  Special  2000 Family Trust and 1 share held
         jointly with Robert Genesi.

(10)     Includes  54,000 stock  options  exercisable  within 60 days of June 5,
         2001.

(11)     Mr. Genesi, Mr. Giraudo and Mr. Mullaney are not included in the in the
         directors and executive officers calculations since they did not become
         executive officers or directors until March 2001, our next fiscal year;
         however,  Mr.  Genesi and Mr.  Giraudo are  included as greater than 5%
         holders.

Item 12. Certain Relationships and Related Transactions.

         World  Internetworks  did not  enter  into any  material  transactions,
series of similar transactions,  currently proposed  transactions,  or series of
similar transactions, in which the amount involved exceeded $60,000 and in which
any director or executive officer,  or any security holder who we know to own of
record or beneficially more than five percent of our common stock, or any member
of the immediate family of any of the foregoing persons, had a material interest
in us.
                                       31
<PAGE>

Transactions with Promoters

         Fairway Capital  Partners,  LLC, a stockholder of World  Internetworks,
received a finder's fee of 750,000 shares of common stock,  for the consummation
of the merger with GTData Corporation that took place in March 2001.

Transactions with Directors and Officers.

         On April 30, 2001,  World  Internetworks  sold all of the assets of its
pre-existing  Internet  business  to Steven K.  Hansen,  a former  director  and
officer of World Internetworks.

Item 13. Exhibits, Financial Statement Schedule and Reports on Form 8-K.

(a)      Exhibits
---      --------
         3.1      Articles  of  Incorporation  filed  March 17,  1986,  which is
                  incorporated  herein  by  reference  to  Exhibit  3.1  to  the
                  Registrant's   Statement  on  Form  SB-2,   Registration   No.
                  333-35766, as amended (Registrant's Form SB-2)
         3.2      Articles  of  Amendment  filed  September  5,  1996,  which is
                  incorporated  herein  by  reference  to  Exhibit  3.1  to  the
                  Registrant's Statement on Form SB-2.
         3.3      Certificate  Pursuant  to  section  78.207(4)  of  the  Nevada
                  Revised Statues filed October 11, 1996,  which is incorporated
                  herein  by  reference  to  Exhibit  3.1  to  the  Registrant's
                  Statement on Form SB-2.
         3.4      Certificate  Pursuant  to  section  78.207(4)  of  the  Nevada
                  Revised Statues filed October 24, 1996,  which is incorporated
                  herein  by  reference  to  Exhibit  3.1  to  the  Registrant's
                  Statement on Form SB-2.
         3.5      Certificate  of  Amendment  filed  March  30,  1998,  which is
                  incorporated  herein  by  reference  to  Exhibit  3.1  to  the
                  Registrant's Statement on Form SB-2.
         3.6      Certificate  of  Amendment  filed  August 31,  1998,  which is
                  incorporated  herein  by  reference  to  Exhibit  3.1  to  the
                  Registrant's Statement on Form SB-2.
         3.7*     Certificate  Pursuant  to  Section  78.207(4)  of  the  Nevada
                  Revised Statutes filed March 16, 2001.
         3.8*     Amended Bylaws of World Internetworks, Inc.
         10.1     Agreement and Plan of Reorganization and Merger dated February
                  27, 2001 between World  Internetworks,  Inc., GTD Acquisition,
                  Inc. and GTData  Corporation,  which is incorporated herein by
                  reference to Exhibit 2.1 to the Registrant's Statement on Form
                  8-K dated March 22, 2001.
         21.1*    Subsidiaries of Registrant.

*        Filed herewith.

(b)      Forms 8-K filed  during the fiscal year ended  February 28, 2001 and to
         date.

         (i)      8-K Current  Report  dated  March 22, 2000
         (ii)     8-K Current  Report dated July 28, 2000
         (iii)    8-K Current  Report dated March 22, 2001
         (iv)     8-K Current Report dated April 9, 2001
         (v)      8-K/A  Current  Report  dated  June 5, 2001  amending  the 8-K
                  Current Report dated March 22, 2001
                                       32
<PAGE>
                                   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:  June 12, 2001                    /s/ Robert Genesi ___________
                                             Robert Genesi, President

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

Date:  June 12, 2001                    /s/ Robert Genesi     ______
                                            Robert Genesi, President and
                                            Director

Date:  June 12, 2001                    /s/ Anthony Giraudo
                                            Anthony Giraudo, Director
                                       33
<PAGE>