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

                                   FORM 10-QSB

[X]      Quarterly  report  pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934 for the quarterly period ended August 31, 2000

[ ]      Transition  Report  pursuant  to 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.
                            -------------------------
             (Exact name of registrant as specified in its charter)

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

                         9710 South 700 East, Suite 205
                                Sandy, Utah 84070
                                -----------------
              (Address of principal executive offices and zip code)

                                 (801) 501-7500
                                 ---------------
              (Registrant's telephone number, including area code)

              418 South Commerce Road, Suite 422, Orem, Utah 84058
              ----------------------------------------------------
          (Former address of principal executive offices and zip code)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]   or   No [ ]

The number of outstanding shares of the Registrant's  common stock as of October
16, 2000 was: 9,047,463 shares.

Transitional Small Business Format (Check One) :                Yes [X]   No [ ]





<PAGE>



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

Interim  condensed  consolidated  financial  statements  presented  in this Form
10-QSB  are  unaudited  and have been  prepared  in  accordance  with  generally
accepted  accounting  principles for interim  financial  statements and with the
instructions to Form 10-QSB. Therefore, such financial statements do not include
all of the information  and footnotes  required for complete  audited  financial
statements.  The unaudited financial  statements presented herein should be read
in  conjunction  with the audited  financial  statements  and related  footnotes
contained  in the  Company's  Annual  Report on Form  10-KSB  for the year ended
February 28, 2000.

                                        2


<PAGE>

<TABLE>
<CAPTION>

                   World Internetworks, Inc. and Subsidiaries
                     Consolidated Balance Sheets (Unaudited)
             August 31, 2000 and February 28, 2000 (Fiscal Year End)

ASSETS

                                                                             August 31,                        February 28,
                                                                               2000                               2000
                                                                           -------------                   -------------
Current Assets:
<S>                                                                        <C>                             <C>
     Cash and cash equivalents                                             $      95,460                   $      88,571
     Merchant account, compensating cash balance                                   7,428                            --
     Accounts receivable                                                           8,154                           9,929
     Note receivable, related party (Note 9)                                      10,000                            --
     Prepaid expenses                                                             69,001                          12,200
                                                                           -------------                   -------------

         Total current assets                                                    190,043                         110,700

Property and equipment, at cost (Note 1)
     Computer equipment                                                           18,141                          16,283
     Office furniture and equipment                                                2,140                           2,140
         Accumulated depreciation                                                (12,279)                        (10,403)
                                                                           -------------                   -------------
             Net property and equipment                                            8,002                           8,020

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

                                                                           $     199,045                   $     118,720
                                                                           =============                   =============

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                                      $      48,830                   $      29,206
     Accrued expenses                                                             10,239                          15,486
     Note payable, related party                                                    --                            30,000
     Reserve for discontinued operations (Notes 4 and 10)                           --                         2,459,205
                                                                           -------------                   -------------

         Total current liabilities                                                59,069                       2,533,897

Deferred revenue  (Note 2)                                                         5,693                            --
Commitments and contingencies (Note 8)

Shareholders' equity (deficit):
     Common stock, $.001 par value; 500,000,000
        shares authorized; 9,047,463
        and 8,056,607 shares issued at August 31, 2000
        and Feb 28, 2000, respectively                                             9,047                           8,057
     Capital in excess of par value                                            2,729,734                       3,686,994
     Treasury stock, at cost                                                        --                            (3,186)
     Stock subscription receivable                                                  --                           (80,000)
     Deferred offering costs                                                        --                        (1,366,482)
     Deficit accumulated prior to development stage                           (3,979,694)                     (3,979,694)
     Retained earnings (deficit) accumulated
       from the inception of the development
       stage on October 22, 1998                                               1,375,196                        (680,866)
                                                                           -------------                   -------------

             Total shareholders' equity (deficit)                                134,283                      (2,415,177)
                                                                           -------------                   -------------

                                                                           $     199,045                   $     118,720
                                                                           =============                   =============
</TABLE>
                                        3
<PAGE>


<TABLE>
<CAPTION>

                                    World Internetworks, Inc. and Subsidiaries
                                 Consolidated Statements of Operations (Unaudited)
                        For the Three Months and Six Months Ended August 31, 2000 and 1999
                                                                                                                      From Inception
                                                                                                                      of Development
                                                                                                                           Stage -
                                                                                                                        October 22,
                                                             Three months ended             Six months ended             1998 thru
                                                                 August 31,                    August 31,                August 31,
                                                        -------------------------- -------------------------------------------------
                                                            2000            1999           2000            1999            2000
                                                       ============    ============    ============    ============    ============
<S>                                                    <C>             <C>             <C>             <C>             <C>
Net sales and revenues:                                $     92,542    $     25,890    $    175,857    $     30,147    $    258,532
Cost of products sold                                        19,588          13,157          45,473          16,532          90,089
                                                       ------------    ------------    ------------    ------------    ------------
        Gross profit                                         72,954          12,733         130,384          13,615         168,443
                                                       ------------    ------------    ------------    ------------    ------------

Operating expenses:
     Selling, general and administrative expenses           221,902         154,710         538,021         546,606       1,423,154
     Depreciation and amortization                              939             460           1,877             832           3,735
                                                       ------------    ------------    ------------    ------------    ------------

        Total operating expenses                            222,841         155,170         539,898         547,438       1,426,889
                                                       ------------    ------------    ------------    ------------    ------------

        Loss from operations before other income
          and extraordianry gain                           (149,887)       (142,437)       (409,514)       (533,823)     (1,258,446)

Other income

     Interest income                                          2,199            --             6,369            --             6,369

Extraordinary item

     Gain on extinguishment of debt (Notes 4 and 10)      2,459,206            --         2,459,206            --         2,459,206
                                                       ------------    ------------    ------------    ------------    ------------

        Income (loss) before income tax benefit           2,311,518        (142,437)      2,056,061        (533,823)      1,200,760

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

        Net income (loss)                              $  2,311,518    $   (142,437)   $  2,056,061    $   (533,823)   $  1,200,760
                                                       ============    ============    ============    ============    ============


Weighted average common shares outstanding               11,017,231       3,198,107       9,748,535       2,906,774            --

Income (loss) per common share                         $       0.21    $      (0.04)   $       0.21    $      (0.18)           --
                                                       ============    ============    ============    ============    ============

(Loss) per common share before extraordinary item      $      (0.01)   $      (0.04)   $      (0.04)   $      (0.18)           --
                                                       ============    ============    ============    ============    ============
</TABLE>

                                       4

<PAGE>

<TABLE>
<CAPTION>

                   World Internetworks, Inc. and Subsidiaries
                Consolidated Statements of Cash Flows (Unaudited)
                For the Six Months Ended August 31, 2000 and 1999
                                                                                                  From Inception
                                                                                                  of Development
                                                                                                      Stage -
                                                                                                   October 22,
                                                                           Six months ended         1998 thru
                                                                               August 31,           August 31,
                                                                       ---------------------------------------
                                                                       2000            1999            2000
                                                                     -----------    -----------    -----------
Cash flows from operating activities:
<S>                                                                  <C>            <C>            <C>
     Net income (loss)                                               $ 2,056,061    $  (533,823)   $ 1,375,195
     Adjustments to reconcile net loss to cash
        used in operating activities:
         Depreciation and amortization                                     1,877            832          3,735
         Common stock issued for services                                 36,500           --          452,500
         Common stock options issued for services                         36,000           --           36,000
         Options and warrants issued below market price                     --             --           57,000
         Gain on extinguishment of debt                               (2,459,205)          --       (2,627,271)
         Deferred revenue                                                  5,692           --            5,692
         Changes in current assets and liabilities
             Compensating balances                                        (7,428)          --           (7,428)
             Accounts receivable                                           1,774           --           (8,155)
             Prepaid expenses                                            (56,801)          --          (69,001)
             Accounts payable                                             19,624        139,897         76,230
             Accrued expenses                                             (5,247)        14,692         10,239
             Advance payable to shareholder                                 --           10,000           --
                                                                     -----------    -----------    -----------

               Net cash provided by (used in) operating activities      (371,153)      (368,402)      (695,264)
                                                                     -----------    -----------    -----------

Cash flows from investing activities:

     Purchase of property and equipment                                   (1,858)        (1,303)        (8,676)

Cash flows from financing activities:

     Proceeds from sale of common stock, net of offering cost            339,900        372,000        729,400
     Stock subscription received                                          80,000           --           80,000
     Payment of related party note payable                               (30,000)          --             --
     Disbursed for related party note receivable                         (10,000)          --          (10,000)
                                                                     -----------    -----------    -----------

               Net cash provided by financing activities                 379,900        372,000        799,400

Net increase in cash                                                       6,889          2,295         95,460

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

Cash at end of period                                                $    95,460    $     2,295    $    95,460
                                                                     ===========    ===========    ===========
</TABLE>

                                       5

<PAGE>



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.

Until October 1998, the Company operated three  wholly-owned  subsidiaries:  (i)
WIM was engaged in marketing and distributing  products and services relating to
Internet  commerce;  (ii) GWE provided wholesale goods to consumers via Internet
and fax notification;  (iii) 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.

b.  Nature of Operations

In February  1999 the Company began to  restructure  it's business and operating
plan toward the following:  (i) providing web site design  services and building
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 as Dell Computer,  Office
Max,  Digital  River and Walt Disney,  through which 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;  (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 search engines
in the  country.  The  Company  expects  it will  generate  revenues  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 and search site marketing fees and  commissions on retail
products sold through the Company's Main Street Plaza.

Revenues  generated  in the six month  periods  ended  August 31, 2000 and 1999,
under  the  Company's  new  business   plan,   totaled   $175,857  and  $30,147,
respectively, primarily from web site hosting and web site design fees.

                                        6


<PAGE>




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 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.

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.

g.  Principles of Consolidation

The   consolidated   financial   statements   include  the   accounts  of  World
InterNetWorks,   Inc.,  World  Internet  Marketplace,   Inc.,  Global  Wholesale
Exchange,  Inc.,  and Global Media  Group,  Inc.  All  significant  intercompany
accounts have been eliminated.

                                        7


<PAGE>

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 August 31, 2000, there were outstanding common stock equivalents (options and
warrants) to purchase 1,999,000 shares of common stock that were included in the
computation  of net income or (loss) per common  share for the three  months and
six months  ended August 31, 2000.  At August 31, 1999,  there were  outstanding
common stock equivalents  (options and warrants) to purchase 3,850,000 shares of
common stock, that were not included in the computation of net (loss) per common
share for the three months and six months ended August 31, 1999, 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 three  months and six months  ended August 31, 1999,
respectively.

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 it's 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.

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 exercise of  outstanding  common stock warrants in order to meet its
cash flow  needs  through  the  balance  of  fiscal  year  2001.  See Note 4 for
additional steps undertaken by management to improve the company's liquidity.

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.  A hearing before the Court was held on January 19, 2000. 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
three and six months  ended  August 31,  2000,  and the  amounts  classified  as
"reserve for discontinued  operations" in the accompanying  consolidated balance
sheet as of February 28, 2000 were removed from the Company's liabilities.

                                        8


<PAGE>



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

NOTE 5  - INCOME TAXES

As of August 31,  2000,  the Company had  federal and state net  operating  loss
carry forwards of approximately $2,218,000. 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  liability  or asset for
federal, or state income taxes for those periods has been reflected.

NOTE 6  - COMMON STOCK ISSUED OR RETIRED

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 it's treasury.  The cost of the treasury  shares was $3,186 and has been
charged to capital.

b.  SHARES ISSUED FOR CASH

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.  Shares  issued and  amounts  received  under  this  private  placement
offering through August 31, 2000 are summarized in the following table:

                             (Table is on next page)










                                        9


<PAGE>

<TABLE>
<CAPTION>

                                Common
                                Shares           Warrants           Consideration
         Date                   Issued            Issued              Received
-----------------------    ---------------    --------------    --------------------
<S>                              <C>               <C>            <C>
      March 1999                   100,000           100,000      $           40,000
       July 1999                    50,000            50,000                  20,000
     October 1999                  100,000           100,000                  40,000
     November 1999                  25,000            25,000                  10,000
     January 2000                   80,000            80,000                  32,000
     February 2000                 375,000           375,000                 150,000
                           ---------------    --------------    --------------------

     Total through
   February 28, 2000               730,000           730,000                 292,000

       March 2000                  900,000           900,000                 360,000
                           ---------------    --------------    --------------------

     Total through
    August 31, 2000              1,630,000         1,630,000       $         652,000
                           ===============    ==============    ====================
</TABLE>


The Company has now closed the offering.

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.

c.  SHARES ISSUED FOR 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 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.

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 is 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.

                                       10


<PAGE>



NOTE 7 -  STOCK OPTIONS, STOCK AWARDS AND STOCK WARRANTS

Common Stock Options
--------------------

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 three and six month
periods ended August 31, 2000.

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.  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  and  consultant  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 options granted to Directors and employees  during the
three  months ended May 31,  2000,  was $1.03 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 $494,815 or $0.05
per share for the six  months  ending  August  31,  2000.  There were no options
exercised  in the six  months  ending  August 31,  2000 and 1999,  respectively,
however,  the 15,000 options granted a consultant in May 2000, were not accepted
and  therefore  not issued.  As of August 31,  2000,  the Company had a total of
359,000 non-qualified options outstanding.

Common Stock Warrants
---------------------

The Company granted  warrants to purchase  900,000 and 150,000 shares in the six
months ended March 2000 and 1999, respectively,  in connection with the issuance
of the same number of shares of common  stock in each six month period under the
Company's private placement offering (see Note 6).

As  of  August  31,  2000,  the  Company  had  a  total  of  1,640,000  warrants
outstanding.

NOTE 8  - COMMITMENT AND CONTINGENCIES

Employment Contracts
--------------------

Effective  beginning  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.

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,  Mr.

                                       11


<PAGE>

Ray will be granted  options to acquire  50,000 shares of the  Company's  common
stock when certain business  opportunities have been successfully  completed for
the Company.  The designated  business  opportunities were not completed and the
second  50,000  share grant was  rescinded.  In addition  cash-less  warrants to
purchase 25,000 shares of the Company's common stock will be issued as a finders
fee to  Mr.  Ray in  the  event  the  Company  benefits  from  certain  business
opportunities  introduced  to the Company by Mr. Ray. As of October 13, 2000 the
Company has not  realized a benefit  and the  cash-less  warrants  have not been
issued.  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
Steve 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 $2,906
and  $4,763  during  the three and six month  periods  ended  August  31,  2000,
respectively.

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 Capital Consulting Agreement
------------------------------------

On August 16, 1999, the Company entered into a consulting agreement with Fairway
Capital  Partners,  LLC.  ("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, 2000.  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
capital exercised the option for the four months from February through May 2000,
and were issued 17,197 shares in lieu of $30,000 cash payments otherwise due.

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.

                                       12


<PAGE>

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 Sandy  operating lease are as
follows:

              Years ending February 28,
              -------------------------
                                     2001                           $   5,000
                                     2002                              20,000
                                     2003                              24,000
                                     2004                              14,000
                                                                      -------
                                                      Total         $  63,000
                                                                     ========

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.  The first  meeting of  creditors  was held January 19,
2000. 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 three and six months ended August 31, 2000,  and the amounts  classified  as
"reserve for discontinued  operations" in the accompanying  consolidated balance
sheet as of February 28, 2000 were removed from the Company's liabilities.

The Company is engaged in various  litigation  and claims both as defendant  and
plaintiff  arising  through  the normal  course of  business.  In the opinion of
management,  based on advise of legal counsel, these lawsuits do not represent a
material obligation of the Company as of August 31, 2000.

NOTE 9  - 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 is payable
within 120 days of the date of the note.  At August 31, 2000 the $10,000 loan is
outstanding.

NOTE 10 - 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 three months and six months
ended  August  31,  2000  and  1999,  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 three and
six month  periods  ended  August 31, 2000,  arising from the  discharge of debt
under bankruptcy proceedings more fully discussed in Note 4.

At  February  28, 2000 the Company had  liabilities  of  $2,459,205,  which were
associated with the discontinued operations.

                                       13


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

THIS  QUARTERLY  REPORT ON FORM  10-QSB  CONTAINS,  IN  ADDITION  TO  HISTORICAL
INFORMATION,  FORWARD-LOOKING STATEMENTS THAT PLAN FOR OR ANTICIPATE THE FUTURE.
IN SOME CASES YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS
"MAY",  "SHOULD",   COULD",  "EXPECTS",   "PLANS",   "INTENDS",   "ANTICIPATES",
"BELIEVES", "ESTIMATES",  "PREDICTS", "POTENTIAL", OR "CONTINUE" OR THE NEGATIVE
OF SUCH TERMS AND OTHER COMPARABLE TERMINOLOGY. "

THESE  STATEMENTS  APPEAR  IN A NUMBER  OF PLACES  IN THIS  REPORT  AND  INCLUDE
STATEMENTS REGARDING OUR INTENT, BELIEF OR CURRENT EXPECTATIONS AND THOSE OF OUR
OFFICERS OR DIRECTORS WITH RESPECT TO AMONG OTHER THINGS;  (i) TRENDS  AFFECTING
OUR FINANCIAL  CONDITION OR RESULTS OF OPERATIONS,  (ii) OUR BUSINESS AND GROWTH
STRATEGIES,  (iii) THE  INTERNET AND  INTERNET  COMMERCE AND (iv) OUR  FINANCING
PLANS.

FORWARD-LOOKING STATEMENTS INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. ALTHOUGH
WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE
REASONABLE, WE CANNOT GUARANTEE FUTURE RESULTS, LEVELS OF ACTIVITY,  PERFORMANCE
OR ACHIEVEMENTS.  THE COMPANY'S ACTUAL RESULTS COULD DIFFER  MATERIALLY FROM THE
RESULTS  ANTICIPATED  BY  THE  COMPANY  AND  DISCUSSED  IN  THE  FORWARD-LOOKING
STATEMENTS.  FACTORS  THAT COULD CAUSE OR  CONTRIBUTE  TO SUCH  DIFFERENCES  ARE
DISCUSSED  IN THE  COMPANY'S  ANNUAL  REPORT ON FORM  10-KSB  FOR THE YEAR ENDED
FEBRUARY 28, 2000.

Overview
--------

Until October 1998, the Company 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 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. 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 three and six months ended August 31,
2000 and the amounts classified as "reserve for discontinued  operations" in the
Company's  consolidated  balance  sheet as of February 28, 2000 was removed from
the  Company's  liabilities.  Additionally,  in  1999,  the Utah  Department  of
Commerce  dissolved  each  of  these  subsidiaries.  Subsequently,  the  Company
re-entered the development stage.

The  Company's  revenues  prior to  discontinuing  the  operations  of the three
subsidiaries and entering into the development stage were derived  substantially
from two  categories of products and services:  (i) personal and  commercial web
site  development  and  maintenance,  and related  internet  training;  and (ii)
merchandise   sales  from  the  Company's   internet-based   virtual  "mall"  or
"department store".  Orders for merchandise on the Company's virtual "mall" were
generally  fulfilled by shipment  direct from the  manufacturer or wholesaler to
the customer.

                                       14


<PAGE>

In February  1999 the Company  began to  restructure  its business and operating
plans toward the following:  (i) providing web site design services and building
software  that  will  allow  small  business  and  home-based  entrepreneurs  to
establish an internet  presence at a lower price than  competitors  can provide;
(ii) establish an internet training and technical support program that will help
our members and customers  understand  the internet and learn how to profit from
it; (iii) create  strategic  alliances  with  companies  such as Dell  Computer,
Office Max,  Digital  River and Walt Disney,  through  which 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;  (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 search
engines in the country. The Company expects it will generate revenues 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 and search site marketing fees and  commissions on retail
products sold through the Company's Main Street Plaza.

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.  Revenues
generated in the six month  periods  ended  August 31, 2000 and 1999,  under the
Company's  new  business  plan  totaled  $175,857,  and  $30,147,  respectively,
primarily from web site hosting and design fees.

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
exercise of  outstanding  common  stock  warrants in order to meet its cash flow
needs through fiscal year 2001.

From time to time, the Company 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 the
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 the  Company's
forward-looking  statements fall within such safe harbor, the Company notes 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 the Company's independent  distributors,
the uncertain future of the Internet and E-Commerce, capacity constraints on the
Company's 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
---------------------

Three months ended August 31, 2000  compared  with three months ended August 31,
1999

During the three months ended August 31, 2000 the Company  recorded  revenues of
$92,542,  an increase of $66,652 over the same period in the previous  year. The
increase in revenues is  attributed  primarily to web- site hosting and web-site
design fees generated from the implementation of management's new business plan.
Gross  profits on  services  sold  increased  $60,221  over the same three month
period in the previous year to $72,954.

Selling,  general and administrative  expenses were $221,902 for the three month
period ended  August 31,  2000,  compared to $154,710 for the same period in the
previous year.  Depreciation and  amortization  totaled $939 for the same period
compared to $460 in the prior year.  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 and increased over the same period in 1999.

                                       15


<PAGE>

The Company  incurred  losses from  operations  of $149,887 and $142,437 for the
three months ended August 31, 2000 and 1999, respectively.  The decrease in loss
from  operations is due primarily to the  significant  increase in revenues over
the same  period in the prior  year  offset by an  increase  in  management  and
consulting  fees,   investor  relations  and  other  expenses  relating  to  the
development and  implementation  of the Company's new business plan. The Company
anticipates  that its investment in the  implementation  of its ongoing business
plan and other operating costs will continue at present or increased  levels for
the  remainder  of the fiscal  year  ending  February  28,  2001,  assuming  the
availability of working capital.

Other  income  consisted  of interest  earned on funds  raised in the  Company's
private  placement  offering and invested in interest  bearing bank accounts and
totaled $2,199 for the three months ended August 31, 2000. There was no interest
earned in the same period of the prior year.

The  Company  reported a net income of  $2,311,518  for the three  months  ended
August 31, 2000  compared to a net loss of $142,437  for the three  months ended
August 31, 1999. In the 2000 period the Company recorded one time  extraordinary
income from a gain on the  extinguishment  of debt represented by liabilities of
the Company's  subsidiaries  discharged by the Bankruptcy Court on July 28, 2000
in the amount of $2,459,206.

Six months ended August 31, 2000 compared with six months ended August 31, 1999

During the six months  ended  August 31, 2000 the Company  recorded  revenues of
$175,857, an increase of $145,710 over the same period in the previous year. The
increase in revenues is  attributed  primarily to web- site hosting and web-site
design fees generated from the implementation of management's new business plan.
Gross profits on services sold increased $116,769 over the same six month period
in the previous year to $130,384.

Selling,  general and  administrative  expenses  were $538,021 for the six month
period ended  August 31,  2000,  compared to $426,606 for the same period in the
previous year.  Depreciation and amortization totaled $1,877 for the same period
compared to $832 in the prior year.  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 and increased over the same period in 1999.

The Company incurred losses from operations of $409,514 and $533,823 for the six
months ended August 31, 2000 and 1999,  respectively.  The decrease in loss from
operations  is due  primarily to the  significant  increase in revenues over the
same period in the prior year coupled with a slight  decrease in management  and
consulting  fees,   investor  relations  and  other  expenses  relating  to  the
development and  implementation  of the Company's new business plan. The Company
anticipates  that its investment in the  implementation  of its ongoing business
plan and other operating costs will continue at present or increased  levels for
the  remainder  of the fiscal  year  ending  February  28,  2001,  assuming  the
availability of working capital.

Other  income  consisted  of interest  earned on funds  raised in the  Company's
private  placement  offering and invested in interest  bearing bank accounts and
totaled  $6,369 for the six months ended August 31, 2000.  There was no interest
earned in the same period of the prior year.

The Company  reported a net income of $2,056,061 for the six months ended August
31, 2000  compared to a net loss of $533,823 for the six months ended August 31,
1999. In the 2000 period the Company recorded one time extraordinary income from
a gain on the extinguishment of debt represented by liabilities of the Company's
subsidiaries  discharged by the Bankruptcy  Court on July 28, 2000 in the amount
of $2,459,206.

                                       16


<PAGE>

Liquidity

The  Company had  working  capital of  $130,974  at August 31, 2000  compared to
negative  working capital of $2,423,197 at February 28, 2000. The Company's cash
increased  from $88,571 at the fiscal year end of February 28, 2000,  to $95,460
at August 31, 2000.  Total current assets  increased by $79,343 to $190,043 from
the  fiscal  year  end of  February  28,  2000,  to  August  31,  2000.  Current
liabilities  decreased  from  $2,533,897  to  $59,069  in the same  period.  The
decrease in current  liabilities and increase in working capital is attributable
primarily  to the  extinguishment  of debt  represented  by  liabilities  of the
Company's  subsidiaries  discharged by the Bankruptcy  Court on July 28, 2000 in
the amount of $2,459,206. 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 discharge of debt under the bankruptcy proceedings.

At  February  28, 2000 the Company had  liabilities  of  $2,459,205,  which were
associated with discontinued operations and the bankruptcy proceedings.

On May 9, 2000,  the Board of Directors  approved a "site" bonus plan payable to
Steve 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 $2,906
and  $4,763  during  the three and six month  periods  ended  August  31,  2000,
respectively.

On August 16, 1999, the Company entered into a consulting agreement with Fairway
Capital  Partners,  LLC.  ("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, 2000.  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
capital has  exercised  the option for the five months from March  through  June
2000,  and were issued 17,197 shares in lieu of $30,000 cash payments  otherwise
due.

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, 1999.

During the six months ended August 31, 2000,  the Company  issued 991,876 shares
of its common stock as follows:

FOR CASH- 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

                                       17


<PAGE>



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. Shares issued and amounts received under this private
placement  offering  through  August 31, 2000 are  summarized  in the  following
table:
<TABLE>
<CAPTION>

                                Common
                                Shares           Warrants           Consideration
         Date                   Issued            Issued              Received
-----------------------    ---------------    --------------    --------------------

<S>                              <C>               <C>            <C>
      March 1999                   100,000           100,000      $           40,000
       July 1999                    50,000            50,000                  20,000
     October 1999                  100,000           100,000                  40,000
     November 1999                  25,000            25,000                  10,000
     January 2000                   80,000            80,000                  32,000
     February 2000                 375,000           375,000                 150,000
                           ---------------    --------------    --------------------

     Total through
   February 28, 2000               730,000           730,000                 292,000

       March 2000                  900,000           900,000                 360,000
                           ---------------    --------------    --------------------

     Total through

    August 31, 2000              1,630,000         1,630,000       $         652,000
                           ===============    ==============    ====================
</TABLE>


The Company has now closed the offering.

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.

FOR  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 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.


                                       18


<PAGE>

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 is 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.

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

PART II.     OTHER INFORMATION

Item 1.   Legal Proceedings.

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.  The first  meeting of  creditors  was held January 19,
2000. 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 three and six months ended August 31, 2000,  and the amounts  classified  as
"reserve for discontinued  operations" in the accompanying  consolidated balance
sheet as of February 28, 2000 were removed from the Company's liabilities.

The Company is engaged in various  litigation  and claims both as defendant  and
plaintiff  arising  through  the normal  course of  business.  In the opinion of
management,  based on advise of legal counsel, these lawsuits do not represent a
material obligation of the Company as of August 31, 2000.

Item 2.   Changes in Securities.

None, not applicable.


Item 3.   Defaults Upon Senior Securities.

There were no defaults in payments of this type during the reporting period.

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

No matters were submitted to a vote of the Company's security holders during the
six month period ended August 31, 2000.

Item 5.   Other Information.

None; not applicable.




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<PAGE>



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

    (A)  On August 9, 2000,  the Company filed an 8-K Current  Report dated July
         29, 2000, with respect to the closure of it's  subsidiaries  bankruptcy
         cases.

         On April 3, 2000,  the Company filed an 8-K Current  Report dated March
         22, 2000, with respect to its private offering of 1,250,000 Units.

         On April 25,  2000,  the Company  filed an amended  8-K Current  Report
         dated February 19, 1999, with respect to its corporate restructuring.

SIGNATURE

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: 10/13/00              /s/ Steven K. Hansen
         --------------              --------------------
                                         Steven K. Hansen
                                         Chief Executive Officer and Director

         Date: 10/13/00              /s/ Gary S. Winterton
         --------------              ---------------------
                                         Gary S. Winterton

         Date: 10/13/00              /s/ Randal L. Roberts
         --------------              ---------------------
                                         Randal L. Roberts
                                         Director





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