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

                          FORM 10-QSB
(Mark One)

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

     For the quarterly period ended: August 31, 1999

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

     For the transition period from   ------    to  ---------------

     Commission File Number   033-05844-NY

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

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

        418 South Commerce Road Suite #422, Orem, Utah 84058
    -----------------------------------------------------------
    (Address of principal executive offices)          (Zip Code)

Registrant's telephone number (801) 434-7517

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [x] No [ ]

     The number of outstanding shares of the Registrant's common stock as of
October 25, 1999, was: 3,398,107 shares.

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

PART I.     FINANCIAL INFORMATION

Item 1.   Financial Statements

     The interim 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 notes contained in the Company's Annual Report on Form 10-KSB for the
year ended February 28, 1999.

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

                Consolidated Financial Statements

                            August 31, 1999
<PAGE>
<TABLE>
               World Internetworks, Inc. and Subsidiaries
                 Consolidated Balance Sheets (Unaudited)
          August 31, 1999 and February 28, 1999 (Fiscal Year End)
<CAPTION>
ASSETS
                                                      August 31,  February 28,
                                                       1999           1999
<S>                                                  <C>         <C>
Current Assets:
    Cash and cash equivalents                          $  2,295 $       -

    Total current assets                                  2,295         -
Property, plant and equipment at cost, net                3,531       3,060

                                                       $  5,826 $     3,060
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
    Accounts payable                                  $ 139,897 $       -
    Accrued expenses                                     14,692         -
    Advanced Payable to shareholder                        10,000         -
    Reserve for discontinued operations               2,627,271   2,627,271
      Total current liabilities                       2,791,860   2,627,271

Commitments and contingencies

Shareholders' equity (deficit):
    Common stock, $.001 par value; 500,000,000
    shares authorized; 3,548,107 and 1,750,107
    shares issued at August 31, 1999 and Feb 28, 1999,
    respectively                                          3,548       1,750
    Capital in excess of par value                    1,727,121   1,356,919
    Treasury stock, at cost                              (3,186)     (3,186)
    Deficit accumulated prior to development stage   (3,979,694) (3,979,694)
    Deficit accumulated from the inception of the
    development stage on October 22, 1998              (533,823)
       Total shareholders' deficit                   (2,786,034) (2,624,211)
                                                    $     5,826 $     3,060
</TABLE>
The notes to Consolidated Financial Statements are an integral part of these
statements.
<TABLE>
                       World Internetworks, Inc. and Subsidiaries
                    Consolidated Statements of Operations (Unaudited)
         For the Three Months and Six Months Ended August 31, 1999 and 1998
<CAPTION>
                                                                   From
                                                                 Inception
                                                             of Development
                        Three months ended Six months ended  Stage-October 22,
                           August 31,         August 31,     1998 thru May 31,
                         1999        1998   1999      1998         1999
<S>                      <C>        <C>      <C>        <C>       <C>
Net sales and revenues:   $  25,890  $    -   $  30,147 $      -  $  30,147
Cost of products sold        13,157       -      16,532        -     16,532
    Gross profit             12,733       -      13,615        -     13,615

Operating expenses:
    Selling, general and
    administrative
    expenses                154,710       -     546,606        -    546,606
    Depreciation and
    amortization                460       -         832        -        832
       Total operating
       expenses             155,170       -     547,438        -    547,438
       Loss from operations(142,437)      -    (533,823)       -   (533,823)
Loss from discontinued
operations                      -     (718,239)     -   (1,017,280)     -
       Loss before income
       tax benefit         (142,437)  (718,239)(533,823)(1,017,280)(533,823)

Income tax benefit              -          -        -          -        -

       Net loss           $(142,437) $(718,239)(533,823)(1,017,280)(533,823)
Weighted average common
shares outstanding (1998
restated to give effect
to a 4 for 1 reverse split
effective September
4, 1998)                  3,198,107 3,378,594 2,906,774 3,378,594

Loss per common share     $   (0.04) $  (0.21) $ (0.18)  $ (0.30)
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
<TABLE>
                     World Internetworks, Inc. and Subsidiaries
                  Consolidated Statements of Cash Flows (Unaudited)
                 For the Six Months Ended August 31, 1999 and 1998
                                   (Unaudited)

<CAPTION>
                                                                   From
                                                                 Inception
                                                             of Development
                                          Six months ended  Stage-October 22,
                                            August 31,       1998 thru May 31,
                                         1999           1998         1999
<S>                                    <C>        <C>         <C>
Cash flows from operating activities:
    Net loss                            $(533,823) $(1,017,280) $(533,823)
    Adjustments to reconcile net loss
    to cash used in operating activities:
        Depreciation and amortization         832      102,502        832
        Changes in current assets and
        liabilities
            Inventory                         -         70,517        -
            Accounts receivable               -        187,197        -
            Prepaid expenses                  -         (3,000)       -
            Other assets                      -         90,794        -
            Accounts payable              139,897      447,376    139,897
            Accrued expenses               14,692     (252,874)    14,692
          Advance payable to shareholder 10,000          -       10,000
            Deferred revenue                  -        126,423        -

        Net cash provided by (used in)
        operating activities             (368,402)    (248,345)  (368,402)

Cash flows from investing activities:
    Purchase of property and equipment     (1,303)    (119,494)    (1,303)

Cash flows from financing activities:
    Sale of common stock, net of
    offering cost                         372,000      174,800    372,000
    Proceeds from note payable                -        109,128        -
    Satisfaction of note payable              -        (35,920)       -
    Proceeds from employee note receivable    -          1,397        -
    Reduction in lease obligation             -         (1,284)       -

       Net cash provided by (used in)
      financing activities               372,000      248,121    372,000

Net increase (decrease) in cash             2,295     (119,718)     2,295

Cash at beginning of period                   -        126,029        -

Cash at end of period                    $  2,295   $    6,311   $  2,295
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.

<PAGE>
           WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
         Notes to the Consolidated Financial Statements
                        August 31, 1999


NOTE 1 -                      ORGANIZATION AND HISTORY

       a.  Nature of Operations

       World InterNetWorks, Inc., a Nevada corporation, has three wholly-
       owned subsidiaries, World Internet Marketplace, Inc. (WIM), a Utah
       corporation, engaged in marketing and distributing products and
       services relating to internet commerce, Global Wholesale Exchange,
       Inc. (GWE), a Utah corporation, which commenced operations in June
       1998, and provided wholesale goods to consumers via internet and fax
       notification, and Global Media Group, Inc., a Utah corporation(BMG),
       which commenced operations in June 1998, (dba as the Institute for
       Financial Independence) which performed seminars that sold WIM and
       GWX products.  Collectively, World InterNetWorks, Inc. and the three
       wholly-owned subsidiaries are referred to as the Company.

       The Company's revenues prior to discontinuing its operations and
       entering into the development stage on October 22, 1998 (see Note 7)
       were substantially derived 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).

       The Company is currently engaged in the development of systems for
       marketing and distribution of products and services relating to
       Internet commerce and providing state-of-the-art web site design,
       technical support, online training and interactive e-commerce web
       sites to individuals and small businesses.

       b.  Organization

       On August 27, 1996, the stockholders of Impressive Ventures, Inc.
       (the former name of the Company), a non-operating, developmental
       stage company, approved an agreement whereby the stockholders of
       Wealth International, Inc., a Utah corporation (Wealth Utah),
       obtained a controlling interest in the Company.  This transaction was
       treated as an acquisition of the Company by Wealth Utah, and as a
       recapitalization of Wealth Utah.  Under the agreement, the
       stockholders of Wealth Utah exchanged all of their shares in Wealth
       Utah for 2,752,245 common shares of the Company, 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.

       The Company had essentially no assets or operations prior to the
       above referenced acquisition.  Wealth Utah was established in
       November 1995 as a partnership.  It was incorporated in July 1996.

       After the transaction was completed, the Company 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. Wealth Nevada changed its name to
       World InterNetWorks, Inc. in January 1998 to more accurately reflect
       the nature of the Company's business.

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 pages and
       products in cash at the time orders are made.  Sales are generally
       recorded at the time the Web page is activated or the product is
       shipped.

       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.  Common Stock Reverse Split

       On September 4, 1998, the Company effected a reverse stock split on a
       1-for-4 basis. The accompanying financial statements have been
       restated to reflect this stock splits for all periods presented.

       g.  Use of Estimates

       In preparing the Company's financial statements, management is
       required to make estimates and assumptions that affect the reported
       amounts of assets and liabilities, the disclosure of contingent
       assets and liabilities at the date of the financial statements, and
       the reported amounts of revenues and expenses during the reporting
       period.  Actual results could differ from estimates.

       h.  Basic and Fully Diluted Loss Per Share

       In 1997, the FASB issued Statement of Financial Accounting Standard
       No. 128, "Earnings per Share".  This statement changed the method in
       which earnings (loss) per share are determined.  The new standard
       requires the computation of basic earnings (loss) per share and
       earnings (loss) per share assuming dilution. Options to purchase
       1,532,375 shares of common stock at $0.25 to $2.50 per share were
       outstanding during the year ended February 28, 1999. Additional
       options to purchase 270,000 shares of common stock at $0.40 to $0.75
       per share have been issued in the six months since February 28, 1999.
       The options were not included in the computation of net loss per
       common share because they would have had an antidilutive effect on
       the net loss per common share for the three months and six months
       ended August 31, 1999 and 1998.  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 and 1998,
       respectively.

       i.  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.

       k. Development costs

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

       j.  Advertising

       The Company follows the policy of charging the costs of advertising
       to expense as incurred.

       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 in the accompanying balance sheets 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 asset and classification of liabilities that might be
       necessary should the Company be unable to continue in existence.

       The Company resumed operations in April 1999 with a new management
       team and numerous strategic alliances in place for the purpose of
       providing state-of-the-art website design, technical support, online
       training and interactive e-commerce websites to individuals and small
       businesses.  Management believes this new direction of the Company
       has the ability to achieve the critical mass necessary to result in
       significant recurring revenue and profitable growth through hosting
       fees as well as product sales.  Management also expects to obtain
       additional financing through a stock offering in order to meet its
       cash flow needs through fiscal year 2000.

NOTE 4 - INCOME TAXES

       As of August 31, 1999, the Company had a federal and state net
       operating loss carryforwards of approximately $4,130,000. The net
       operating losses will expire at various dates beginning in years 2012
       through 2015, if not utilized.

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

NOTE 5 - COMMON STOCK AND COMMON STOCK WARRANTS ISSUED

       FOR SERVICES

       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. 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 fees,
       legal and professional fees totaling $287,000 in March 1999 relating
       to the shares issued.  Additionally, the Company has agreed to issued
       247,500 shares of the Company's common stock through an S-8
       Registration Statement for similar services that have been accrued as
       accounts payable in the amount of $75,000.

       FOR CASH

       In April the Company issued 100,000 shares of common stock in
       exchange for cash in the amount of $40,000. In July the Company
       issued 40,000 shares of common stock in exchange for cash of $20,000.
       All the shares issued are restricted under Rule 144 and were issued
       in private placements to qualified investors. In addition to the
       shares issued each investor received warrants to purchase an equal
       number of additional shares of the Company's common stock at $2.00
       per share.

       In August the Company issued 500,000 shares of common stock in
       exchange for cash of $25,000. The 500,000 shares were issued as the
       first installment of a total of 4,200,000 shares to be issued under a
       definitive agreement with Fairway Capital Partners, LLC., in exchange
       for a total of $1,800,000 in cash plus certain investment banking
       services to be provided over a period of one year. This best efforts
       arrangement is more fully described in the business development section
       of the Company's accompanying 10Q for the six month period ending
       August 31, 1999.

NOTE 6 - STOCK OPTIONS AND STOCK AWARDS

       Effective October 13, 1996, the Company adopted a stock option plan
       which provides for the granting of stock options and awards to
       employees, officers and non-employees to purchase up to 4,000,000
       shares of stock, subject to adjustment under certain circumstances.
       On October 22, 1996, a 4-for-1 stock split increased the number of
       shares available for stock options and awards to non-qualified stock
       options or awards. On September 4, 1998, the Company effected a
       reverse stock split on a 1-for-4 basis, reducing the number of shares
       available for stock options and awards to non-qualified stock options
       or awards to the original 4,000,000 shares.

       Incentive Stock Options

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

       Non-Qualified Options

       Employees, officers, directors and consultants may be granted non-
       qualified options.  Directors, officers, employees and consultants
       are also eligible for awards of stock and opportunities to make
       direct purchases of stock in the Company.  During 1998, there were no
       non-qualified options granted under the plan.  Options to purchase
       270,000 at prices ranging from $0.40 to $0.75 were granted in the
       period ended August 1999.  Non-qualified options vest at graded rates
       over the vesting periods.  Non-qualified options also include options
       which are performance based.  These options vest 20% each time the
       grantee sells a designated number of storefronts for the Company.  The
       exercise price for non-qualified stock options may not be less than the
       lessor of (1) the book value per share of common stock as of the end of
       the fiscal year of the Company immediately preceding the grant date, or
       (2) 50% of the fair market value per share of common stock on the grant
       date.

Information with respect to the Company's stock option plan at August 31, 1999
is as follows:

                          Exercise     Number     Number   Number    Number
                          Price      Authorized Exercised Canceled Outstanding

          1997 Plan  $   0.25 - 2.50  1,233,750  447,500   148,000  638,250
          1998 Plan  $   0.38 - 2.50    391,250  147,125       -    244,125
          1999 Plan  $   0.75 - 1.00    650,000      -         -    650,000
          1999 Post **$  0.40 - 0.75        -        -         -    270,000

                Totals                2,275,000  594,625   148,000 1,802,375
          ** Granted post reorganization

NOTE 7 -  COMMITMENT AND CONTINGENCIES

          Employment Contracts

          Effective February 19, 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
          800,000 shares of the Company's common stock restricted under rule
          144. The term of the 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 provide a monthly salary of $3,000 through June
          1999.  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 a $40,000 debt of the Company. Mr. Ray
          will also be issued 10,000 shares of the Company's restricted common
          stock in lieu of salary valued at $1.00 per share for the period
          from June through September 1999. In addition Mr. Ray has been
          granted options to acquire the Company's common stock as follows:
          50,000 shares at a price of $0.40 per share, vested immediately and
          50,000 shares to be granted at a price of $0.40 per share when
          certain business activities have been successfully completed for the
          Company. 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 business opportunities
          introduced to the Company by Mr. Ray.

          Directors Compensation Commitments

          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 in five years. Shares underlying the
          options granted Mr. Winterton will be included in a registration
          statement upon the demand of the holder.

          Litigation and Claims

          The Company is engaged in various litigation and claims both as
          defendant and plaintiff arising through the normal course of
          business.  In the opinion of management, based on the advise of
          legal counsel, these lawsuits do not represent a material obligation
          to the Company as of August 31, 1999.

NOTE 8 -  LOSS FROM DISCONTINUED OPERATIONS

          On October 22, 1998, the Board of Directors of the Company decided
          to discontinue the marketing and distribution of products and
          services relating to commerce on the Internet due to a lack of
          funding and increased losses.  Following is a summary of the loss
          from discontinued operations.

                                                         From
                                                    Inception of the
                                                       Development
                                                        Stage on
                                                       October 22,
                           For the six months Ended   1998 Through
                                 August 31,             August 31,
                              1999        1998            1999
[S]                          [C]          [C]          [C]
       NET REVENUES           $         -  $ 2,168,965  $          -

       COST OF PRODUCTS SOLD            -      566,622             -

        Gross Profit                    -    1,582,343             -

       EXPENSES

        Commissions                     -      760,394             -
        Selling, general and
        administrative                  -    1,839,229             -

          Total Expenses                -    2,599,623             -

       LOSS BEFORE INCOME TAXES         -   (1,017,280)            -

       INCOME TAX EXPENSE               -          -               -

       NET LOSS                    $    -  $(1,017,280)    $       -

       BASIC LOSS PER SHARE OF
        COMMON STOCK               $    -  $     (0.08)

       FULLY DILUTED LOSS PER SHARE
        OF COMMON STOCK            $    -  $     (0.8)

       The Company had liabilities of $2,627,271 which are associated with
       the discontinued operations.  No income tax benefit has been
       attributed to the loss from discontinued operations.
<PAGE>
Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.

Plan of Operations
------------------

     The Company temporarily ceased business operations on October 22, 1998,
as outlined in its 8-K Current Report of such date.

     Since then, the Company has undergone a restructuring, which resulted in
the resignation of former directors and executive officers and the election of
a new management team.

     As of August 31, 1999, the Company has successfully resumed operations
with a business model based upon the premise that a "Full Service" web hosting
company would be able to fill a niche that existed in the marketplace.  To
that end, the Company has established a business opportunity that includes
everything needed for a small business to successfully compete on the World
Wide Web.

     Through core operations, joint venture arrangements and the Company's
distributor network, the Company expects its revenue opportunities to be
classified in four general areas:

     *   Hosting fees generated from membership enrollments.

     *   Advertising revenues received from the sale of advertised space to
outside third party organizations.

     *   Commissions from sales of varied products associated with our
numerous retail partners, including those associated with LinkShare.

     *   Monthly lease fees received from merchants desiring to be included in
the Wiworks Main Street Plaza.

     The Company has successfully established relationships with numerous
technology and retail partners to facilitate the successful launch of the
Company and its ongoing operations.  For further information, see the
Company's web site at www.wiworks.com.

     It is expected that the Company will be in a position to be self-funded
through operations by the first calendar quarter of 2000.

Results of Operations for Period Ended August 31,1999
-----------------------------------------------------

     In October 1998, the Company discontinued its previous business of
developing web sites, related Internet training and merchandising through and
Internet mall.  The Company has since entered a "development stage" in which
it is developing marketing systems and distribution of products and services
relating to Internet commerce, together with designing/hosting web sites for
individuals and small businesses involved in e-commerce.  Consequently, all
operating results prior to the discontinuance of its previous operations have
been reflected singularly as losses from discontinued operations.  Current
operations are, therefore, not comparable to operations for the quarter ended
August 31, 1998.  During the three months ended August 31, 1999, the Company
recorded revenues of $25,890 and $30,147 for the six months ended August 31,
1999.

     Selling, general and administrative expenses were $154,710 for the three
months ended August 31, 1999 and $546,606 for the six months ended August 31,
1999; depreciation and amortization totaled $460 for the three months ended
August 31, 1999 and $832 for the six months ended August 31, 1999.  Management
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.

     The Company incurred losses from operations of ($142,437) during the
three months ended August 31, 1999 and ($533,823) for the six months ended
August 31, 1999.  The loss from operations is due primarily to management
fees, salaries and other professional fees included in selling, general and
administrative expenses relating to the development and implementation of the
Company's new business plan.  The Company anticipates that its investment in
the development of its ongoing business plan will continue at present or
decreased levels for the remainder of fiscal 2000, assuming availability of
working capital.

     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 with respect 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
online 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.

Liquidity
---------

     During the quarter ended August 31, 1999, the Company had limited cash
resources.  During April, 1999, the Company authorized the issuance of 100,000
shares of its "restricted securities" (common stock) in consideration of the
sum of $40,000, and 50,000 shares of its "restricted securities" (common
stock) in consideration of the sum of $20,000 (these 150,000 shares have not
yet been issued).  The Company also authorized 1,148,000 shares of its
"restricted securities" (common stock) to be issued to a number of individuals
for services rendered of an aggregate value of approximately $287,000; these
shares have also not yet been issued.

     The Company's cash increased from $0 at the fiscal year ended
February 28, 1999, to $2,295 at August 31, 1999.

     The Company had a loss from operations for the period ended August 31,
1999 of $(134,937).

     The Company will require substantial cash assets in order to continue
its contemplated business operations.

Year 2000
---------

     The Company uses third party equipment and software that is Year
2000 compliant. The Company has implemented a review of key products provided
by outside vendors to determine if their products are Year 2000 compliant and
presently believes that all software provided by third parties that is
critical to its business is Year 2000 compliant or will be before the year
2000.

         PART II.     OTHER INFORMATION

Item 1.   Legal Proceedings.

     In February 1998, World Internet Marketplace, Inc., a subsidiary, filed a
complaint in the Fourth District Court for Utah County, Utah, alleging breach
of fiduciary duty, conversion, tortuous interference with economic relations
and violation of the Utah Uniform Trade Secrets Act against three former
employees of the Company.  The claims resulted from certain commission
practices and discussions with competitors engaged in by the former employees.
Defendants filed an answer in March of 1998, in which no counterclaim was
asserted.  The matter is still pending.

     In June, 1998, World Internet Marketplace, Inc. filed a complaint in the
Fourth District Court for Utah County, Utah, alleging wrong doings of a former
officer of this entity. The matter is still pending.

     The Company also has received several motions for judgment initiated by
creditors of the subsidiary companies, upon default of contractual obligations
by the Company. These motions will be addressed and attempts will be made to
settle the motions brought against the Company.

     Other than as described herein, the Company is not a party to any other
litigation or other legal proceeding or investigation that is expected to have
a material adverse effect on its financial condition or results of operations;
nor are any such proceedings known or contemplated.

Item 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 three month period ended August 31, 1999.

Item 5.   Other Information.

     None; not applicable.

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

     (A)       Subsequent to the quarter ended August 31, 1999, the Company
                filed an 8-K Current Report dated September 14, 1999,
                respecting a Letter of Intent with Fairway Capital Partners,
                LLC.


                           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: 10/21/99                       /s/Steven K. Hansen
     --------------                  -----------------------------
                                     Steven K. Hansen, Chief Executive Officer
                                     and Director

Date: 10/21/99                       /s/Phillip M. Ray
     ---------------                 -----------------------------
                                     Phillip M. Ray, Secretary/Treasurer