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 May 31, 2001


( )      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: 033-05384


                            World Internetworks, Inc.
               ---------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


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


                 625 Cochran St., Simi Valley, California 93065
                    -----------------------------------------
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (805) 582-3600


       ------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


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

Yes [X]  No [ ]


The number of shares  outstanding  of  Registrant's  common stock as of July 19,
2001 was: 16,062,517


                                       1
<PAGE>

<TABLE>
<CAPTION>

                            WORLD INTERNETWORKS, INC.

                                TABLE OF CONTENTS

                                                                                    Page Number
<S>                                                                                  <C>
PART I - FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheet as of
                  May 31, 2001 (unaudited)                                              F-1

                  Condensed  Consolidated  Statements of Operations for the five
                  months ended May 31, 2000 and 2001 (unaudited)                     F-2 - F-3

                  Condensed  Consolidated  Statements of Cash Flows for the five
                  months ended May 31, 2000 and 2001 (unaudited)                     F-4 - F-5

                  Notes to Condensed Consolidated Financial Statements               F-6 - F-10

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                            3 - 6

PART II - OTHER INFORMATION

         Item 1.  Legal Proceedings                                                      6

         Item 2.  Changes in Securities                                                  6

         Item 3.  Defaults upon Senior Securities                                        6

         Item 4.  Submission of Matters to a Vote of Security Holders                    6

         Item 5.  Other Information                                                      6

         Item 6.  Exhibits and Reports on Form 8-K                                     6 - 7

         Signatures                                                                      8
</TABLE>

                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                   World Internetworks, Inc. and Subsidiaries

                     Consolidated Balance Sheet (Unaudited)
                               As of May 31, 2001
<TABLE>
<CAPTION>

<S>                                                                            <C>
Assets

Current Assets:
    Cash                                                                       $   250,184
    Accounts Receivable, net                                                       883,393
    Inventories                                                                  1,072,152
    License Agreement                                                               75,000
                                                                               -----------
       Total Current Assets                                                      2,280,729

Property and Equipment, net                                                        204,922
Intangible Assets, net                                                             484,060
Other Assets                                                                        38,907
                                                                               -----------

Total Assets                                                                   $ 3,008,618
                                                                               ===========


Liabilities and Stockholders' Equity

Current Liabilities:
    Accounts Payable and Accrued Liabilities                                   $ 2,323,508
    Notes Payable                                                                  223,933
    Notes Payable to Related Parties                                               568,000
    Current Portion of Lease Obligations                                            12,189
    Related Party Payables                                                          36,705
                                                                               -----------
       Total Current Liabilities                                                 3,164,335

Obligations under Capital Lease, net of current portion                              1,182
                                                                               -----------

       Total Liabilities                                                         3,165,517
                                                                               -----------

Stockholders' Equity:
    Series A Preferred Stock, $0.001 par value; 1 share authorized,
      no shares issued, and outstanding                                               --
    Series B Preferred Stock, $0.001 par value; 10,000,000 share authorized,
      no shares issued, and outstanding                                               --
    Common Stock, $0.001 par value; 40,000,000 shares
      authorized, 16,062,517 shares issued and outstanding                          16,061
    Additional Paid-In Capital                                                   1,298,740
    Subscriptions Receivable                                                      (335,286)
    Accumulated Deficit                                                         (1,136,414)
                                                                               -----------
       Total Stockholders' Equity                                                 (156,899)
                                                                               -----------

Total Liabilities and Stockholders' Equity                                     $ 3,008,618
                                                                               ===========


    The Accompanying Notes are an Integral Part of the Consolidated Financial Statements
</TABLE>

                                      F-1
<PAGE>

                   World Internetworks, Inc. and Subsidiaries

                Consolidated Statement of Operations (Unaudited)
                     For the Five Months Ending May 31, 2001


Net Sales                                                      $  3,699,001

Cost of Sales                                                     2,319,086
                                                               ------------

Gross Profit                                                      1,379,915
                                                               ------------

Operating Expenses:
   Employee Compensation                                          1,133,986
   Selling, General and Administrative                              555,127
                                                               ------------
Total Operating Expenses                                          1,689,113
                                                               ------------

Operating Loss                                                     (309,198)
                                                               ------------

Other Income (Expense):
   Interest Expense                                                 (44,538)
   Other, net                                                        10,584
                                                               ------------
Total Other Income (Expense)                                        (33,954)

Net Loss                                                       $   (343,152)
                                                               ============

Basic and Diluted Loss per Common Share                        $      (0.02)
                                                               ============

Basic and Diluted Weighted Average Common Shares Outstanding     14,752,414
                                                               ============


                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                      F-2
<PAGE>

                   World Internetworks, Inc. and Subsidiaries

                Consolidated Statement of Operations (Unaudited)
                     For the Five Months Ending May 31, 2000



Net Sales                                                      $  1,579,805

Cost of Sales                                                       952,633
                                                               ------------

Gross Profit                                                        627,172
                                                               ------------

Operating Expenses:
   Employee Compensation                                            759,436
   Selling, General and Administrative                               51,395
                                                               ------------
Total Operating Expenses                                            810,831
                                                               ------------

Operating Loss                                                     (183,659)
                                                               ------------

Other Income (Expense):
   Interest Expense                                                 (48,377)
   Other - net                                                       10,706
                                                               ------------
Total Other Income (Expense)                                        (37,671)

Net Loss                                                       $   (221,330)
                                                               ============

Basic and Diluted Loss per Common Share                        $      (0.02)
                                                               ============

Basic and Diluted Weighted Average Common Shares Outstanding     13,020,080
                                                               ============


                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                      F-3
<PAGE>


                   World Internetworks, Inc. and Subsidiaries

                Consolidated Statement of Cash Flows (Unaudited)
                     For the Five Months Ending May 31, 2000
<TABLE>
<CAPTION>

<S>                                                                              <C>
Cash flows from operating activities:
    Net Income                                                                   $(221,330)
    Adjustments to reconcile net loss to net cash used in operating
    activities:
        Depreciation and amortization                                              102,236
        Changes in operating assets and liabilities (Net of TSLi Acquisition):
            Accounts Receivable, net                                              (145,187)
            Inventories                                                            (30,764)
            Prepaid Expenses and Other                                              (1,140)
            Accounts Payable ans Accrued Liabilities                              (133,548)
                                                                                 ---------

    Net cash used in operating activities                                         (429,733)
                                                                                 ---------

Cash flows from investing activities:
    Cash obtained in acquisition                                                    75,666
    Purchases of property and equipment                                            (16,984)
                                                                                 ---------

    Net cash provided by investing activities                                       58,682
                                                                                 ---------

Cash flows from financing activities:
    Proceeds from the sale of  Preferred B stock                                   318,500
    Fees related to financing activities                                           (51,646)
    Net increase in subscriptions receivable                                       (10,500)
    Net Principal payments on notes payable                                        267,072
    Principle payments on lease obligations                                         (4,412)
                                                                                 ---------

    Net cash provided by financing activities                                      519,014
                                                                                 ---------

Net increase in cash                                                               147,963

Cash at beginning of period                                                          4,839
                                                                                 ---------

Cash at end of period                                                            $ 152,802
                                                                                 =========


       Supplemental Disclosures of Cash Flow Information

                       Cash Paid during the Five Months Ended for:

                       Interest                                                  $  27,042
                                                                                 =========

                       Income Taxes                                              $    --
                                                                                 =========
</TABLE>

Supplemental disclosure on non-cash investing and financing activities:
  See  accompanying  notes to  consolidated  financial  statements  for non-cash
investing and financing activities.

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                      F-4
<PAGE>

                   World Internetworks, Inc. and Subsidiaries

                Consolidated Statement of Cash Flows (Unaudited)
                     For the Five Months Ending May 31, 2001

Cash flows from operating activities:
    Net Income                                                        $(343,152)
    Adjustments to reconcile net loss to net cash used in operating
    activities:
        Depreciation and amortization                                    94,670
        Interest Earned on Subscriptions Receivable                      (9,503)
        Changes in operating assets and liabilities:
          Accounts Receivable, net                                       (3,086)
          Inventories                                                  (217,618)
          Prepaid Expenses and Other                                     15,446
          InterCompany Receivable - GT DATA
          Accounts Payable ans Accrued Liabilities                      690,637
                                                                      ---------

    Net cash provided by operating activities                           227,394
                                                                      ---------

Cash flows from investing activities:
    Purchases of property and equipment                                  (2,551)
                                                                      ---------

    Net cash used in investing activities                                (2,551)
                                                                      ---------

Cash flows from financing activities:
    Proceeds from the sale of  Common stock                             112,680
    Proceeds from the sale of  Preferred B stock                          4,907
    Net repayments under line of credit                                (365,180)
    Principal payments on notes payable                                 (57,481)
    Principal payments on lease obligations                              (5,078)
    Principal Borrowings from Related Parties                             3,594
                                                                      ---------

    Net cash used by financing activities                              (306,558)
                                                                      ---------

Net increase in cash                                                    (81,715)

Cash at beginning of period                                             331,899
                                                                      ---------

Cash at end of period                                                 $ 250,184
                                                                      =========


      Supplemental Disclosures of Cash Flow Information

                   Cash Paid during the Five Months Ended for:

                   Interest                                           $  24,485
                                                                      =========

                   Income Taxes                                       $    --
                                                                      =========

Supplemental disclosure on non-cash investing and financing activities:
  See  accompanying  notes to  consolidated  financial  statements  for non-cash
investing and financing activities.

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                      F-5
<PAGE>


Notes to Consolidated Financial Statements

Note 1 - Organization and Summary of Significant Accounting Principals

Basis of Presentation

The financial statements of World Internetworks,  Inc. ("WINS" or the "Company")
for the five months ended May 31, 2001 are unaudited.  Due to the merger with GT
Data  Corporation  (see Note 4) the  reporting  amounts of WINS are those of the
surviving  corporation.  The results of operations of WINS previously  filed  in
prior years are not included  herein.  Certain  information and note disclosures
normally  included  in the  financial  statements  prepared in  accordance  with
accounting  principles  generally  accepted in the United States of America have
been omitted.  These financial statements should be read in conjunction with the
audited financial statements and notes thereto,  which are included in WINS Form
8-K filed June 5, 2001. In the opinion of management,  the financial  statements
contain all adjustments,  consisting of normal recurring adjustments,  necessary
to present fairly the financial  position of WINS for the period presented.  The
interim  operating  results may not be indicative  of operating  results for the
full year or for any other interim periods.  Due to the merger with GT Data (see
Note 4) and the fiscal year end of GT Data being  December 31, the  accompanying
consolidated  financial  statements  present the five months  period ended of GT
Data and TSLi.

Going Concern

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern,  which  contemplates,  among other things, the
realization  of assets and  satisfaction  of liabilities in the normal course of
business.  The Company has negative working capital of $883,606, a stockholders'
deficit of $231,899,  losses from operations  through May 31, 2001 and a lack of
operational  history,  among  others,  that raise  substantial  doubt  about its
ability to continue as a going concern.  The Company hopes to increase  revenues
from additional revenue services and other cost-cutting measures. In the absence
of  significant  revenues and profits,  the Company  intends to fund  operations
through  additional  debt and equity  financing  arrangements  which  management
believes may be insufficient to fund its capital expenditures,  working capital,
and other cash  requirements  for the fiscal  year  ending  February  28,  2002.
Therefore,  the Company may be required to seek additional  funds to finance its
long-term  operations.  The successful  outcome of future  activities  cannot be
determined  at this time and  there  are no  assurances  that if  achieved,  the
Company  will have  sufficient  funds to execute its intended  business  plan or
generate positive results.

These  circumstances  raise  substantial  doubt about the  Company's  ability to
continue as a going concern. The accompanying  consolidated financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

                                      F-6
<PAGE>

Risks and Uncertainties

The Company operates in a highly competitive industry that is subject to intense
competition, government regulation and rapid technological change. The Company's
operations  are  subject  to  significant  risk  and   uncertainties   including
financial,  operational,  technological,  regulatory and other risks  associated
with an emerging business, including the potential risk of business failure.

Concentration Risk

The Company  grants credit to customers  within the United States of America and
does not require  collateral.  The Company's  ability to collect  receivables is
affected by economic fluctuations in the geographic areas served by the Company.
Reserves for uncollectable amounts are provided,  based on past experience and a
specific  analysis of the accounts,  which  management  believes are sufficient.
Although the Company  expects to collect  amounts due,  actual  collections  may
differ from the estimated amounts.

Three customers  accounted for  approximately 44% of total product sales for the
period ended May 31, 2001, compared to 60% for the same period in 2000.

Revenue Recognition

The Company  records  sales when goods are  shipped to the  customer or upon the
completion of the services.

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

Warranty

The  Company  provides  warranties  ranging  from  ninety  days to six months on
certain products sold.  Estimated future warranty obligations related to certain
products and services  are  provided by charges to  operations  in the period in
which the related revenue is recognized.  The Company has a warranty  reserve of
approximately $40,000 at May 31, 2001.

Earnings Per Share

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 128
("SFAS 128"),  "Earnings Per Share." Under SFAS 128, basic earnings per share is
computed by dividing  income  available to common  shareholders  by the weighted
average  number  of  shares  assumed  to be  outstanding  during  the  period of
computation.  Diluted  earnings per share is computed  similar to basic earnings
per share  except that the  denominator  is  increased  to include the number of
additional  common  shares  that would have been  outstanding  if the  potential
common shares had been issued and if the additional common shares were dilutive.
Because the Company has  incurred  net losses,  basic and diluted loss per share
are the same as additional potential common shares would be anti-dilutive.

                                       F-7
<PAGE>

Segments of Business

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 131
("SFAS  131"),   "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information." SFAS 131 changes the way public companies report information about
segments of their  business in their annual  financial  statements  and requires
them to report selected segment information in their quarterly reports issued to
shareholders.  It also requires entity wide  disclosures  about the products and
services an entity provides, the material countries in which it holds assets and
reports revenues, and its major customers. The Company currently operates in one
segment, as disclosed in the accompanying consolidated statements of operations.

Derivative Instruments

The Company adopted Statement of Financial  Accounting  Standards No. 133 ("SFAS
133"),  "Accounting for Derivative Instruments and Hedging Activities." SFAS 133
established  accounting  and  reporting  standards for  derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities.  It requires that an entity  recognize all  derivatives  as
either  assets or  liabilities  on the balance  sheet at their fair value.  This
statement, as amended by SFAS 137 and 138, is effective for financial statements
for all fiscal  quarters of fiscal  years  beginning  after June 15,  2000.  The
adoption  of this  standard  did not have a  material  impact  on the  Company's
results of operations, financial position or cash flows as it currently does not
engage in any derivative or hedging activities.

Note 2 - Principles of Consolidation

The consolidated  financial  statements include the accounts of the Company,  GT
Data Corporation ("GT Data"), and Technical Services & Logistics, Inc. ("TSLi"),
which are both wholly owned  subsidiaries of WINS. All significant  intercompany
balances and transactions have been eliminated in consolidation.

Note 3 - Business Combination

Effective  February 28, 2000, GT Data  acquired  TSLi in a business  combination
accounted  for as a  purchase.  Prior to the  business  combination,  one of the
majority  stockholders  of GT Data was a  stockholder  of TSLi.  GT Data  issued
975,334  shares of its common stock in exchange for all the  outstanding  common
shares of TSLi.  The  shares  issued  for TSLi were  valued  at  $73,150,  which
represents the estimated fair market value.

The purchase price was allocated to the business  acquired based on the relative
fair values of the assets acquired and liabilities assumed as follows:

                           Assets                     $ 2,458,514
                           Goodwill                       528,067
                           Liabilities                 (2,913,431)
                                                      -----------
                                                      $   73, 150

The results of operations of TSLi are included in the accompanying  consolidated
financial  statements  from  March 1,  2000.  The  following  pro forma  summary
presents  consolidated  results of operations as if TSLi had been acquired as of
the beginning of the Company's fiscal year.

                           Net Sales                  $ 2,739,210
                           Net Loss                   $  (152,093)
                           Loss per common share      $     (0.01)

                                      F-8
<PAGE>

Note 4 - Merger with GT Data Corporation

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 7,104,114 shares
issued and  outstanding.  Outstanding  options  and  warrants  were  224,500 and
815,000 respectively, after the reverse split. On February 27, 2001, the Company
entered into an Agreement  and Plan of  Reorganization  and Merger (the "Plan of
Merger") with GTD Acquisition,  Inc. ("Newco") and GT Data Corporation. On March
22, 2001, the Plan of Merger became effective (the "Merger").  Under the Merger,
Newco merged with and into GT Data, with GT Data as the surviving  subsidiary of
the Company.  Pursuant to the Plan of Merger,  all of the 7,688,403  outstanding
preferred and common shares of GT Data were  exchanged for shares of the Company
1 for 1 on a post-split  basis and 750,000 shares were issued to Fairway Capital
Partners,  LLC,  a  finder,  in  connection  with  the  transaction.  All of the
outstanding  shares  of  Newco  were  converted  into  shares  of GT Data as the
surviving  corporation with the Company as the sole holder of those shares.  The
transaction was regarded as a "reverse merger" whereby GT Data was considered to
be the  accounting  acquirer  as it  retained  control of WINS after the Merger.
Pursuant  to the Plan of  Merger,  certain  shareholders  of GT Data  agreed  to
surrender 7,165,931 shares  of common  stock  prior to the  consummation  of the
Merger.  The number of shares  issued in  exchange  for Newco and GT Data shares
under the Plan of Merger is as follows:

      Newco common shareholders                    100   shares of the surviving
                                                         corporation

      GTD:
         Common shares                       6,209,403   shares of the Company
         Series A Preferred                          1   share of the Company
         Series B Preferred                  1,479,000   shares of the Company

                  Total shares issued        7,688,503

Since WINS' continuing operations and balance sheet are insignificant, pro forma
financial statements are not presented.

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 Company after the effective date of the Plan of Merger.

Note 5 - Five Month Period

As a result of the company's  merger with GT Data,  the  financial  data in this
report  covers five (5) months of  operations  for the  company's  two operating
subsidiaries,  GT Data and TSLi.  Both GT Data and TSLi use the calendar year as
their fiscal  year,  while World  Internetworks'  fiscal year is March 1 through
February 28. As a result of this  inconsistency  in fiscal years,  the financial
data in this report  represents  the operating  results of both GT Data and TSLi
for January  2001 through May 2001 and March 22, 2001 through May 2001 for World
Internetworks.

Note 6 - Notes Payable and Line of Credit

On May 2, 2001 TSLi paid, in full, the remaining balance of both its Asset Based
Credit line and Term Note that were  payable to a financial  institution  in the
amount of  $422,661.  TSLi had been in default on the Asset  Based  Credit  line

                                      F-9
<PAGE>

since January 2000 and had been operating  under a Forbearance  Agreement with a
financial  institution  that  required  TSLi  to  remit  10% of its  daily  cash
collections to the financial institution.  TSLi is current on its Small Business
Administration  (SBA) loan payable to the  financial  institution  and is not in
default on its remaining Notes Payable.

Note 7 - Stockholders' Equity

In January  2001,  GT Data sold 22,000  shares of Series B  Preferred  stock for
$4,907 in cash.

In connection with the reverse merger (see Note 4) the Company issued  9,333,114
(including  1,479,000 for the conversion of Series B Preferred stock on a one to
one  basis).  In  addition,  certain GT Data  shareholders  agreed to  surrender
7,165,931 shares of common stock.

On May 21, 2001, the Company sold 520,000 shares of common stock to an unrelated
investor for $112,680 (net of  commissions  paid of $17,320).  In addition,  the
investor was granted  warrants to purchase  520,000 shares of common stock at an
exercise price of $0.25 per share.

On May 18, 2001, the Company granted to a third party service provider  warrants
to purchase  300,000 shares of common stock at an exercise price of $0.25 valued
at $ 75,000 (pursuant to FAS 123 based on the Black-Scholes option pricing model
and recorded  the amount under  License  Agreement in the  accompanying  balance
sheet). The warrants vest on the date of grant.

Note 8 - Letter of Intent with Trace Affex, Inc.

On May 3, 2001,  the Company  entered into a proprietary  non-binding  Letter of
Intent with Trace Affex,  Inc.,  whereby Trace Affex will be merged with or will
become a  subsidiary  of World  Internetworks,  Inc.  Trace  Affex is a  private
company  located in San Jose,  California and is a leading  provider of high-end
optical data  storage  solutions  and CD-ROM  duplication  and  printing  system
solutions.  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 that was signed on May 3, 2001 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. World  Internetworks and
Trace  Affex are still in the  process  of  negotiating  the terms of the merger
transaction.

Note 9 - License Agreement

Effective  May 18, 2001,  the Company  entered into a license  agreement  with a
third party.  The  agreement  provides  the Company with an exclusive  worldwide
license to manufacture  and sell the Starlite tape drive, an IBM 3590 compatible
tape drive,  as defined.  The agreement  requires the Company to make an initial
payment of $300,000 on or before October 31, 2001, which the Company has not yet
made. In addition,  the Company is required to make two  additional  payments of
$150,000 each no later than 60 and 120 days after delivery of the actual initial
payment. If the Company does not make the subsequent payments,  the license will
continue on a non-exclusive  basis.  The Company is required to pay a royalty to
the third party for all sales  ranging from $250 to $950 for each unit sold,  as
defined. In connection with this agreement,  the Company granted the third party
warrants  to purchase  300,000  shares of common  stock of an exercise  price of
$0.25  per  share  valued  at  $75,000,  (pursuant  to  SFAS  123  based  on the
Black-Scholes  option  pricing  model) which the Company has  capitalized  under
License Agreement in the accompanying Balance Sheet.

Note 10 - Subsequent Events

On July 3, 2001 the company sold  $375,000.00 of 10%  convertible,  subordinated
debentures to an unrelated third party investor in a Regulation S offering.  The
debentures are convertible  into 1,249,875 shares of the company's common stock.
In addition to the debentures,  the investor also received  warrants to purchase
an  additional  1,249,875  shares of the  company's  common  stock for $0.40 per
share.

On July 10, 2001 the company loaned Trace Affex  $150,000.00  (the "Loan"),  the
proceeds of the Loan are to be used  solely by Trace  Affex for working  capital
purposes.  The Loan  bears  interest  at the rate of 10% per  annum,  is due and
payable in full on May 31,  2002,  and is secured  by  substantially  all of the
assets of Trace Affex.

                                      F-10
<PAGE>

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

The  following  information  should be read in  conjunction  with the  financial
statements  and the notes  thereto.  The  analysis  set forth  below is provided
pursuant to applicable Securities and Exchange Commission regulations and is not
intended to serve as a basis for projections of future events.

Except for historical  information  contained  herein,  the matters discussed in
this Form  10-QSB are  forward-looking  statements  that are  subject to certain
risks and  uncertainties  that could cause actual  results to differ  materially
from those set forth in such forward looking  statements.  Such  forward-looking
statements may be identified by the use of certain forward-looking  terminology,
such as "may," "will," "expect,"  "anticipate,"  "intend," "estimate," "believe"
or comparable  terminology that involves risks or  uncertainties.  Actual future
results  and  trends may  differ  materially  from  historical  and  anticipated
results,  which may occur as a result of a variety  of  factors.  Such risks and
uncertainties   include,   without  limitation,   World  Internetworks'  limited
operating   history,   the   unpredictability   of  its  future  revenues,   the
unpredictable and evolving nature of its key markets, competition, dependence on
key  personnel,  creation and  licensing,  the  management of growth,  and World
Internetworks'  need for  additional  capital.  Except as required by law, World
Internetworks undertakes no obligation to update any forward-looking  statement,
whether as a result of new  information,  future  events or  otherwise.  Readers
should carefully review the factors set forth in other reports or documents that
World Internetworks files from time-to-time with the SEC.

Overview

World Internetworks, Inc. is a Nevada corporation that was incorporated on March
17, 1986, under the name Impressive  Ventures,  Ltd. The company was acquired by
Wealth  International,  Inc., a Utah corporation,  on August 27, 1996. 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,  Wealth
International,  Inc.  changed  its name to  World  Internetworks,  Inc.  to more
accurately reflect the nature of its business.

On March 22, 2001, World Internetworks  acquired all of the outstanding stock of
GT Data  Corporation  and it's wholly  owned  subsidiary,  Technical  Services &
Logistics,  Inc.  (TSLi),  thereby  making GT Data a wholly owned  subsidiary of
World  Internetworks.  The transaction was recorded as a reverse merger where GT
Data was  considered  the  acquirer  because  it  maintained  control  after the
transaction  was  completed.  Additionally,  as part of the GT Data merger,  the
current  management  and directors of World  Internetworks  resigned,  and a new
management  team  and  board  of  directors  was  put in  place  to run  the new
operations of the Company.  Going forward, the Company will focus its efforts on
its newly acquired data storage business. Subsequent to the merger, on April 30,
2001, World  Internetworks  sold all of the assets of its pre-existing  Internet
business.

In regard to the following discussion and analysis of the results of operations,
comparisons  made to the same period last year will only apply to the operations
of GT Data and TSLi because they are the surviving operations of the Company.

As a result of the Company's  merger with GT Data,  the  financial  data in this
report  covers five (5) months of  operations  for the  Company's  two operating
subsidiaries,  GT Data and TSLi.  Both GT Data and TSLi use the calendar year as
their fiscal  year,  while World  Internetworks'  fiscal year is March 1 through
February 28. As a result of this  inconsistency  in fiscal years,  the financial
data in this report  represents  the operating  results of both GT Data and TSLi
for January  2001 through May 2001 and March 22, 2001 through May 2001 for World
Internetworks.

                                       3
<PAGE>

Results of Operations for the Quarter Ending May 31, 2001

Overview

The  significant  activities in the first quarter of 2001 focus primarily on the
operations  of TSLi.  While GT Data is  operated as a holding  company,  TSLi is
actively engaged in business  activities that are the core of the Company's data
storage  business.  For the purposes of this  overview,  we will  concentrate on
TSLi's operations.

TSLi's  success in growing  its  partnerships  is the main reason for its recent
growth. In addition to consistent business with key accounts, TSLi increased its
number of  programs  with two of its  larger  customers,  and is poised for even
greater growth if proper  financing can be attained.  TSLi is now providing hard
drive and tape drive repair,  as well as  remarketing  of both new and used mass
storage products.  The types of programs range from consignment to purchase to a
combination of the two.

In addition to the key  accounts  mentioned  above,  TSLi's  sales  strategy has
focused on the high-end library and loader  accounts.  TSLi has signed a service
contract with one sizeable  loader company,  are in negotiations  with a second,
and have made high-level  presentations to two additional  companies.  While the
service  options that TSLi offers to these  companies are  different  than those
offered to several of our current customers, the deciding factor in gaining this
loader/library  high-end business was in part predicated on the service mix that
we  currently  perform for  customers.  TSLi's  visibility  to a wide variety of
products and models opens new avenues that were previously unforeseen.

Assets and Liabilities

At May 31, 2001 total  assets of the Company were  $3,008,618  compared to total
assets of  $2,902,194  at December  31, 2000.  Cash  decreased by $81,715 as the
Company  continued to invest in its data storage business.  Accounts  receivable
increased only $3,086 despite revenue growth of 134%.  Inventories  increased by
$217,618  as the  Company  purchased  seed  inventory  for  its  Vendor  Managed
Inventory  (VMI)  programs  with  several  large  customers.  License  Agreement
increased  by $75,000.  The Company  also  wrote-off  approximately  $160,000 of
inventory   deemed  obsolete.   Fixed  assets   decreased   $77,449  as  capital
expenditures of  approximately  $3,000 were offset by  depreciation  expenses of
$80,000.

At May 31, 2001 total liabilities were $3,165,517  compared to total liabilities
of $2,899,025  at December 31, 2000.  Accounts  payable and accrued  liabilities
increased  $690,637  as the  Company  delayed  payment to  vendors,  while notes
payable decreased $442,018, primarily the result of the Company repaying in full
both its Asset Based Credit line and Term Note due to a financial institution.

Stockholders' Equity

At May 31,  2001  stockholders'  equity  was  ($156,889),  down  from  $3,169 at
December 31, 2000. The decrease in stockholders' equity was due primarily to the
Company's net loss of $343,152 for the period ending May 31, 2001.  The net loss
offset  increases  to  stockholders'  equity  from the sale of common  stock and
Series B preferred stock, which netted the Company $117,587, interest accrued in
the  current  period in the amount of $9,503 for  subscriptions  receivable  and
value of warrants granted at $75,000.

Revenues

The  company's  net  revenues,  all of which were  generated by its wholly owned
subsidiary, TSLi, were $3,699,001, a 134% increase over the $1,579,805 that TSLi
generated  in the same five  month  period  of fiscal  2000.  The  increase  was
primarily  the result of a  significant  increase  in volume  from  three  large
customers  and the prior year quarter only  included  TSLi  operations  from the
acquisition date of February 28, 2000.  Revenues also benefited from an increase
in the scope of our Vendor  Managed  Inventory  (VMI) program with another large
customer and the prior year quarter only including TSLi operations from the date
of acquisition of February 28, 2000.

                                       4
<PAGE>

Gross Profits

The Company's  gross  profits,  all of which were  generated by its wholly owned
subsidiary,  TSLi, were $1,379,915,  or 37.3% of net revenues  compared to gross
profits of  $627,172  or 39.7% of net  revenues  for the same  period last year.
Increased  volume  helped offset the slightly  higher cost of sales.  Additional
staffing,  needed for the increased  volume,  higher material costs, and various
costs incurred to initiate the VMI program were the primary  factors  driving up
cost of sales. In addition,  TSLi implemented a second shift to properly support
increased volume.

Operating Expenses

Operating  expenses were $1,689,113  compared to operating  expenses of $810,831
for the same period last year.  Legal and professional  fees increased  $225,000
from the same period a year ago, due primarily to the  company's  merger with GT
Data and its fundraising  activities.  The addition of two full-time salespeople
and the  implementation  of an  incentive  package  for senior  management  also
increased operating expenses.

Interest Expense

Interest  for the period was $44,538,  down 8% from the $48,377  incurred in the
same period last year.  The reduction in interest  expenses was due primarily to
the pay-down, and eventual pay-off, of both the Asset Based Credit line and Term
Note with a financial institution.

Liquidity and Capital Resources

At May 31, 2001, the Company had $3,008,618 in total assets,  including $250,184
in cash,  $883,393 in accounts  receivable,  and $1,072,152 in inventories and a
license  agreement  of  $75,000.  The  accounts  receivable  are  considered  by
management  to  have a  high  probability  of  collection.  Inventories  consist
primarily of hard drives and tapes drives and are very  marketable,  although by
nature their value tends to decrease over time as newer,  more advanced products
are brought to market.  Also at May 31, 2001, total liabilities were $3,165,517,
including  accounts  payable and accrued  liabilities  of  $2,323,508  and notes
payable of $805,304.  The accrued liabilities include $323,308 of accrued salary
for Robert Genesi,  GT Data's Chief Executive  Officer.  Notes payable  includes
$470,000 to Robert Genesi and Anthony Giraudo, a director of the company. During
the quarter, the Company repaid in full both its Asset Based Credit line and its
Term Note,  both payable to a financial  institution.  As of May 31,  2001,  the
Company had no available credit lines for short-term financing needs.

During the period ended May 31, 2001,  the Company's  cash flow from  operations
was  $227,394,  while net cash used in the quarter was  $81,715.  The  Company's
positive cash flow from operations resulted from its ability to delay payment to
vendors,  resulting in an increase to accounts payable and accrued  liabilities.
The Company  expects its  operations to continue using net cash through at least
the third  quarter of this year as it  continues  to invest in its data  storage
business.  Thus,  the  Company's  success,  including its ability to fund future
operations,  depends largely on its ability to secure additional funding.  There
can be no assurance  that the Company will be able to consummate  debt or equity
financings in a timely manner, on a basis favorable to the Company, or at all.

Effective  May 18, 2001,  the Company  entered into a license  agreement  with a
third party.  The  agreement  provides  the Company with an exclusive  worldwide
license to manufacture  and sell the Starlite tape drive, an IBM 3590 compatible
tape drive,  as defined.  The agreement  requires the Company to make an initial
payment of $300,000 on or before October 31, 2001, which the Company has not yet
made. In addition,  the Company is required to make two  additional  payments of
$150,000 each no later than 60 and 120 days after delivery of the actual initial
payment. If the Company does not make the subsequent payments,  the license will
continue on a non-exclusive  basis.  The Company is required to pay a royalty to
the third party for all sales  ranging from $250 to $950 for each unit sold,  as
defined. In connection with this agreement,  the Company granted the third party
warrants  to purchase  300,000  shares of common  stock of an exercise  price of
$0.25  per  share  valued  at  $75,000,  (pursuant  to  SFAS  123  based  on the
Black-Scholes  option  pricing  model) which the Company has  capitalized  under
License Agreement in the accompanying Balance Sheet.

                                       5
<PAGE>

Inflation

Management  believes  that  inflation  has  not  had a  material  effect  on the
Company's results of operations.

Going Concern

The Company's  independent  certified  public  accountants  have stated in their
reports  included in the Company's  Form 8-K dated June 5, 2001 that the Company
has negative working capital,  borrowings in default, lack of operations history
and an accumulated  deficit.  These conditions,  among others, raise substantial
doubt about the Company's ability to continue as a going concern.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

The  Company 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 our financial position or results of operations.

Item 2.  Changes in Securities.

On March  22,  2001,  the  Company  issued  7,854,114  shares  of  common  stock
(including  750,000  shares  issued  to  a  finder)  in  exchange  for  all  the
outstanding shares of GT Data Corporation in a transaction  commonly referred to
as a "reverse  merger." In  addition,  the Company  issued  1,479,000  shares of
common stock in exchange for the conversion of the GT Data preferred  stock on a
one to one basis.

In May 2001, the Company issued 520,000 shares of common at a price of $0.25 per
share,  or $130,000 in the aggregate,  less a commission  paid of $17,320.  Such
funds were used for working capital purposes.

Item 3.  Defaults upon Senior Securities.

None.

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

On March 14, 2001, the  stockholders of WINS,  through a written consent in lieu
of  a  meeting  of  the  stockholders,   approved  the  Agreement  and  Plan  of
Reorganization and Merger between the Company, GT Data and GTD Acquisition, Inc.

Item 5.  Other Information.

None.

Item 6.  Exhibits 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.

                                       6
<PAGE>

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,  which  is  incorporated  herein  by
         reference  to Exhibit  3.7 to the  Registrant's  Annual  Report on Form
         10-KSB for the year ended February 28, 2001.
3.8      Amended  Bylaws of World  Internetworks,  Inc.,  which is  incorporated
         herein by reference to Exhibit 3.8 to the Registrant's Annual Report on
         Form 10-KSB for the year ended February 28, 2001.
10.1     Agreement and Plan of Reorganization and Merger dated February 27, 2001
         between World  Internetworks,  Inc., GTD Acquisition,  Inc. and GT Data
         Corporation,  which is incorporated  herein by reference to Exhibit 2.1
         to the Registrant's Statement on Form 8-K dated March 22, 2001.
10.2     Starlite Licensing Option Agreement*.

*        Filed herewith

(b)      Forms 8-K filed  during the fiscal  quarter  ended May 31,  2001 and to
         date.

         (i)   Form 8-K Current  Report  dated March 22, 2001
         (ii)  Form 8-K Current  Report dated April 9, 2001
         (iii) Form 8-K Current Report dated May 24, 2001
         (iv)  Form 8-K/A  Current  Report dated June 5, 2001  amending the Form
               8-K Current Report dated March 22, 2001
         (v)   Form 8-K Current Report dated July 2, 2001

                                       7
<PAGE>


SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                              World Internetworks, Inc.

Date: July 23, 2001                           /s/  Robert Genesi
                                              --------------------------
                                                   Robert Genesi, President

                                       8
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