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

                                  FORM 10-QSB/A


[X]      Quarterly  report  pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934 for the quarterly period ended November 30, 2000.

[ ]      Transition  Report  pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934 for the transition period from to .

                       Commission file number   033-05844-NY
                                                ------------

                            WORLD INTERNETWORKS, INC.
             (Exact name of registrant as specified in its charter)

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

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

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

          ------------------------------------------------------------
          (Former address of principal executive offices and zip code)

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

Yes X or No --- --- The number of outstanding shares of the Registrant's  common
stock as of January 18, 2001 was: 14,112,463 shares.

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





<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

                                        2

<PAGE>

<TABLE>
<CAPTION>

                   World Internetworks, Inc. and Subsidiaries
                     Consolidated Balance Sheets (Unaudited)
            November 30, 2000 and February 28, 2000 (Fiscal Year End)

ASSETS
------

                                                                  November 30,            February 28,
                                                                      2000                    2000
                                                                  -------------          -------------
<S>                                                               <C>                    <C>
Current Assets:
     Cash and cash equivalents                                    $      12,211          $      88,571
     Merchant account, compensating cash balance                         10,029                   --
     Accounts receivable                                                 23,828                  9,929
     Note receivable, related party (Note 10)                            10,350                   --
     Prepaid expenses                                                     9,501                 12,200
                                                                  -------------          -------------

         Total current assets                                            65,919                110,700

Property and equipment, at cost (Note 1)
     Computer equipment                                                  25,413                 16,283
     Office furniture and equipment                                       6,124                  2,140
         Accumulated depreciation                                       (14,046)               (10,403)
                                                                  -------------          -------------
             Net property and equipment                                  17,491                  8,020

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

                                                                  $      84,410          $     118,720
                                                                  =============          =============

LIABILITIES AND SHAREHOLDERS' DEFICIT
-------------------------------------

Current liabilities:
     Accounts payable                                             $      92,323          $      29,206
     Accrued expenses                                                    22,074                 15,486
     Note payable, related party                                         25,000                 30,000
     Reserve for discontinued operations (Notes 4 and 11)                  --                2,459,205
                                                                  -------------          -------------

         Total current liabilities                                      139,397              2,533,897

Deferred revenue  (Note 2)                                                  702                   --
Commitments and contingencies (Note 9)

Shareholders' equity (deficit):
     Common stock, $.001 par value; 500,000,000
        shares authorized; 9,047,463
        and 8,056,607 shares issued at November 30, 2000
        and Feb 28, 2000, respectively                                    9,047                  8,057
     Capital in excess of par value                                   2,741,536              3,686,994
     Treasury stock, at cost                                               --                   (3,186)
     Stock subscription receivable                                         --                  (80,000)
     Deferred offering costs                                               --               (1,366,482)
     Deficit accumulated prior to development stage                  (3,979,694)            (3,979,694)
     Retained earnings (deficit) accumulated
       from the inception of the development
       stage on October 22, 1998                                      1,173,422               (680,866)
                                                                  -------------          -------------

             Total shareholders' equity (deficit)                       (55,689)            (2,415,177)
                                                                  -------------          -------------

                                                                  $      84,410          $     118,720
                                                                  =============          =============
</TABLE>

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

                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                   World Internetworks, Inc. and Subsidiaries
                Consolidated Statements of Operations (Unaudited)
      For the Three Months and Nine Months Ended November 30, 2000 and 1999


                                                                                                                  From Inception
                                                          Three months ended              Nine months ended       of Development
                                                            November 30,                    November 30,        Stage - October 22,
                                                    --------------------------     ----------------------------  1998 thru Nov. 30,
                                                        2000            1999            2000          1999            2000
                                                    ------------    ------------   ------------    ------------    ------------
<S>                                                 <C>             <C>            <C>             <C>             <C>
Net sales and revenues:                             $    106,141    $     20,793   $    281,998    $     50,940    $    364,673
Cost of products sold                                     45,287          14,369         90,760          30,901         135,376
                                                    ------------    ------------   ------------    ------------    ------------
        Gross profit                                      60,854           6,424        191,238          20,039         229,297
                                                                    ------------   ------------    ------------    ------------

Operating expenses:
     Selling, general and administrative expenses        261,712         111,354        799,732         775,460       1,684,865
     Depreciation and amortization                         1,766             494          3,643           1,326           5,501
                                                    ------------    ------------   ------------    ------------    ------------

        Total operating expenses                         263,478         111,848        803,375         776,786       1,690,366
                                                    ------------    ------------   ------------    ------------    ------------

        Loss from operations before other income
          and extraordianry gain                        (202,624)       (105,424)      (612,137)       (756,747)     (1,461,069)

Other income

     Interest income                                         851            --            7,220            --             7,220

Extraordinary item

     Gain on extinguishment of debt (Notes 4 and 11)        --           171,130      2,459,205         171,130       2,459,205
                                                    ------------    ------------   ------------    ------------    ------------

        Income (loss) before income tax benefit         (201,773)         65,706      1,854,288        (585,617)        998,136

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

        Net income (loss)                           $   (201,773)   $     65,706   $  1,854,288    $   (585,617)   $    998,136
                                                    ============    ============   ============    ============    ============

Weighted average common shares outstanding            11,075,968       5,129,774     10,036,677       3,647,774            --

Income (loss) per common share                      $      (0.02)   $       0.01   $       0.18    $      (0.16)           --
                                                    ============    ============   ============    ============    ============

(Loss) per common share before extraordinary item   $      (0.02)   $      (0.02)  $      (0.06)   $      (0.21)           --
                                                    ============    ============   ============    ============    ============
</TABLE>

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

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                   World Internetworks, Inc. and Subsidiaries
                Consolidated Statements of Cash Flows (Unaudited)
              For the Nine Months Ended November 30, 2000 and 1999


                                                                                                                   From Inception
                                                                                    Nine months ended              of Development
                                                                                      November 30,              Stage - October 22,
                                                                               -----------------------------     1998 thru Nov. 30,
                                                                                   2000               1999             2000
                                                                               -----------       -----------       -----------
<S>                                                                            <C>               <C>               <C>
Cash flows from operating activities:
     Net income (loss)                                                         $ 1,854,288       $  (585,617)      $ 1,173,422
     Adjustments to reconcile net loss to cash
        used in operating activities:
         Depreciation and amortization                                               3,643             1,326             5,501
         Common stock issued for services                                           36,500           372,000           452,500
         Common stock options issued for services                                   47,800              --              47,800
         Options and warrants issued below market price                               --                --              57,000
         Gain on extinguishment of debt                                         (2,459,205)         (171,130)       (2,627,271)
         Deferred revenue                                                              702              --                 702
         Changes in current assets and liabilities
             Compensating balances                                                 (10,029)             --             (10,029)
             Accounts receivable                                                   (13,899)             --             (23,828)
             Prepaid expenses                                                        2,699              --              (9,501)
             Due from shareholder                                                     --             (15,000)          (15,000)
             Accounts payable                                                       63,117            61,738           119,723
             Accrued expenses                                                        6,588             1,147            22,074

                                                                               -----------       -----------       -----------

                  Net cash provided by (used in) operating activities             (467,796)         (335,536)         (806,907)
                                                                               -----------       -----------       -----------

Cash flows from investing activities:

     Purchase of property and equipment                                            (13,114)           (2,678)          (19,932)

Cash flows from financing activities:

     Proceeds from sale of common stock, net of offering cost                      339,900           342,500           729,400
     Stock subscription received                                                    80,000              --              80,000
     Proceeds from related party note payable                                       25,000              --              25,000
     Payment of related party note payable                                         (30,000)             --                --
     Advanced for related party note receivable                                    (10,350)             --             (10,350)
                                                                               -----------       -----------       -----------

                  Net cash provided by financing activities                        404,550           342,500           824,050

Net increase (decrease) in cash                                                    (76,360)            4,286            (2,789)

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

Cash at end of period                                                          $    12,211       $     4,286       $    (2,789)
                                                                               ===========       ===========       ===========
</TABLE>

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



                                      F-3
<PAGE>

NOTE 1 -ORGANIZATION, HISTORY AND NATURE OF OPERATIONS

a.  Organization and History

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

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

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

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

b.  Nature of Operations

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

The Company's design and engineering  resources now account for more than 50% of
gross revenues.  Revenues generated in the nine month periods ended November 30,
2000 and 1999,  under the  Company's  new business  plan totaled  $175,857,  and
$30,147,  respectively,  primarily from site design and engineering fees and web
site hosting fees.

                                       F-4

<PAGE>

NOTE 2  -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  Accounting Method

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

b.  Cash and Cash Equivalents

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

c.  Depreciation and Amortization

Depreciation  is  provided  for in  amounts  sufficient  to  relate  the cost of
depreciable assets to operations over their estimated service lives of between 5
and 7 years.  For financial  reporting  purposes,  the  straight-line  method of
depreciation is followed.  Accelerated  methods of depreciation are used for tax
purposes.  Maintenance and repairs, which neither materially add to the value of
the asset nor  appreciably  prolong its life are charged to expense as incurred.
Gains or losses on  dispositions  of  property  and  equipment  are  included in
earnings.

d.  Revenue Recognition

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

e.  Income Taxes

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

f.  Use of Estimates

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

h. Development costs

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

                                       F-5

<PAGE>

i.  Basic and Fully Diluted Loss Per Common Share

Basic and  diluted  net  income or (loss)  per common  share are  calculated  by
dividing  net  income  or (loss)  attributable  to  common  stockholders  by the
weighted average number of shares of common stock outstanding during the period.
At November 30, 2000, there were outstanding  common stock equivalents  (options
and warrants) to purchase 2,094,000 shares of common stock that were included in
the  computation  of net income or (loss) per common  share for the three months
and nine months  ended  November 30,  2000.  At November  30,  1999,  there were
outstanding  common  stock  equivalents   (options  and  warrants)  to  purchase
2,660,000  shares of common stock,  that were not included in the computation of
net (loss) per common share for the three months and six months ended August 31,
1999, as their effect would have been anti-dilutive,  thereby decreasing the net
loss per common  share.  Therefore,  basic net loss per  common  share and fully
diluted  net loss per common  share were the same for the three  months and nine
months ended November 30, 1999, respectively.

NOTE 3  -GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going  concern.  However,  the  Company has  sustained  substantial
losses from  operations  from it's inception and the recover  ability of a major
portion  of the  asset  amounts  shown  in the  accompanying  balance  sheet  is
dependent upon the Company's ability to raise sufficient working capital to meet
its operating  costs and debt  obligations  on a continuing  basis in its future
operations. The financial statements do not include, any adjustments relating to
the recover ability and  classification of recorded assets and classification of
liabilities  that might be necessary should the Company be unable to continue in
existence.

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

NOTE 4  - BANKRUPTCY PETITION

On October 26, 1999, the Company's three  subsidiaries,  WIM, GWE, and GMG, each
filed  petitions  under  Chapter  7 of the  United  States  Bankruptcy  Code for
protection  from  creditors.  The  petitions  required  creditors  to  halt  any
collection  efforts of amounts owed them by the Company's  subsidiaries  until a
meeting of creditors  and a hearing was  conducted by the Court.  The  Company's
three  subsidiaries  had no  assets  with  which  to pay  their  obligations  to
creditors.  On July 28,  2000 the Court  ordered  all  three  cases  closed  and
discharged  the  bankruptcy  trustee.  As a result of the court's  decision  the
company recorded an extraordinary gain from forgiveness of debt in the amount of
$2,459,205  for the three and nine  months  ended  November  30,  2000,  and the
amounts classified as "reserve for discontinued  operations" in the accompanying
consolidated  balance  sheet as of  February  28,  2000  were  removed  from the
Company's liabilities.

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

NOTE 5  - NOTE PAYABLE

On November  27,  2000,  the  Company  obtained  $25,000  from  Fairway  Capital
Partners,  LTD under a  promissory  note  payable on  February  27,  2001,  with


                                       F-6

<PAGE>

interest at the rate of 10 percent per annum. The note is secured by a pledge to
issue  50,000  shares of the  Company's  common  stock in the event of  default.
Subsequent to November 30, 2000,  the Company  issued  4,500,000  shares of it's
common  stock to Fairway in  exchange  for cash,  payment of accrued  management
fees, a commitment to provide cash to pay certain legal and consulting  fees and
the payment of this note payable (See note 12).

NOTE 6  - INCOME TAXES

As of November 30, 2000,  the Company had federal and state net  operating  loss
carry forwards of approximately $2,409,000. The net operating losses will expire
at various dates beginning in years 2012 through 2015, if not utilized.

NOTE 7  - COMMON STOCK ISSUED OR RETIRED

 a. TREASURY SHARES RETIRED

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

 b.  SHARES ISSUED FOR CASH

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

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

 c. SHARES ISSUED FOR SERVICES

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

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

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

                                       F-7

<PAGE>

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

NOTE 8 - STOCK OPTIONS, STOCK AWARDS AND STOCK WARRANTS

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

In October and November of 2000, the Company  granted 65,000 options to purchase
the Company's  common stock to two unrelated  consultants at exercise  prices of
$0.50 per share for 50,000 options and $0.40 for 15,000 options. All the options
granted vested  immediately and expire 3 years from date of grant.  The weighted
average  fair  value of the  options  granted  was  $0.20  and  $0.12  per share
respectively  using  the Black  Scholes  pricing  model.  The  Company  recorded
consulting fees related to the options issued totaling  $11,800 in the three and
nine month periods ended November 30, 2000.

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

In July of 2000,  the Company  granted  50,000 options to purchase the Company's
common stock to an unrelated consultant at an exercise price of $1.25 per share.
All the  options  granted  vested  immediately  and  expire 5 years from date of
grant.  The  weighted  average  fair value of the options  granted was $0.72 per
share using the Black Scholes pricing model. The Company  recorded  professional
fees  related to the options  issued  totaling  $36,000 in the nine month period
ended November 30, 2000.

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

The weighted  average fair value of the options granted to employees  during the
three  months  ended  November  30,  2000,  was $0.20 per share  using the Black
Scholes pricing model. The weighted average fair value of the options granted to
Directors  and employees  during the three months ended May 31, 2000,  was $1.03
per share using the Black Scholes  pricing model.  Had  compensation  expense of
these  options been recorded in accordance  with SFAS No. 123,  "Accounting  for
Stock-Based  Compensation",  the  Company's net loss before  extraordinary  item
would have been $702,487 or $0.07 per share for the nine months ending  November
30, 2000. There were no options exercised in the nine months ending November 30,
2000 and 1999, respectively, however, the 15,000 options granted a consultant in
May 2000,  were not accepted and therefore not issued.  As of November 30, 2000,
the Company had a total of 454,000 non-qualified options outstanding.

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

The Company granted  warrants to purchase 900,000 and 285,000 shares in the nine
months ended November 30, 2000 and 1999,  respectively,  in connection  with the
issuance of the same number of shares of common  stock in each nine month period
under the Company's private placement offering (see Note 7).

                                       F-8

<PAGE>

As of  November  30,  2000,  the  Company  had a  total  of  1,640,000  warrants
outstanding.

NOTE 9  - COMMITMENT AND CONTINGENCIES

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

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

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

 Officers and Directors Compensation Commitments
 -----------------------------------------------

On May 9, 2000,  the Board of Directors  approved a "site" bonus plan payable to
Steve Hansen,  Director,  President and CEO of the Company.  The site bonus plan
calls for Mr. Hansen to receive a bonus of $1.00 per web-site  hosting  customer
brought  into the  Company.  The site bonus is not to exceed  $15,000 in any one
month. The Board of Directors is to review the bonus for renewal or modification
in March 2001.  Payments due Mr. Hansen under the site bonus plan totaled $3,193
and $7,956  during the three and nine month  periods  ended  November  30, 2000,
respectively.

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

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

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

                                       F-9

<PAGE>

for the next three  months,  and $15,000  for each month  after  that.  All such
payments  were paid in full as of February 28, 2000.  The  agreement  expires on
August 1, 2002.  Subsequent to entering into the  consulting  agreement  Fairway
became a related  party  through  the  acquisition  of  4,200,000  shares of the
Company's common stock.

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

 Operating Lease Agreement
 -------------------------

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

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

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

              Years ending February 28,
              -------------------------
                                     2001     $  3,000
                                     2002       20,000
                                     2003       24,000
                                     2004       14,000
                                               -------
                                   Total      $ 61,000
                                               =======

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

On October 26, 1999, our wholly-owned subsidiaries,  World Internet Marketplace,
Inc.; Global Media Group, Inc.; and Global Wholesale  Exchange,  Inc., filed for
Chapter 7 bankruptcy  protection in the United States  Bankruptcy  Court for the
District of Utah. The cases were designated Case Nos.  99-31576;  99-31577;  and
99-31578,  respectively.  On July 28,  2000 the Court  ordered  all three  cases
closed  and  discharged  the  bankruptcy  trustee.  As a result  of the  court's
decision the Company recorded an extraordinary  gain from forgiveness of debt in
the amount of $2,459,205  for the three and nine months ended November 30, 2000,
and the amounts  classified  as "reserve  for  discontinued  operations"  in the
accompanying  consolidated  balance  sheet as of February  28, 2000 were removed
from the Company's liabilities.

The Company is engaged in various  litigation  and claims both as defendant  and
plaintiff  arising  through  the normal  course of  business.  In the opinion of
management,  based on advise of legal counsel, these lawsuits do not represent a
material obligation of the Company as of November 30, 2000.

NOTE 10  - RELATED PARTY TRANSACTIONS

On June 23, 2000, the Company's Board of Directors  authorized a loan of $10,000
to an executive officer and shareholder of the Company.  The loan is in the form
of a promissory  note, bears interest at the rate of 8% per annum and is payable
within 120 days of the date of the note. In October 2000, the Board extended the

                                      F-10

<PAGE>

due date of this loan to February  23,  2001.  At November  30, 2000 the $10,000
loan plus accrued interest of $350 is outstanding.

NOTE 11  - EXTRAORDINARY GAIN/LOSS FROM DISCONTINUED OPERATIONS

On October 22,  1998,  the Board of Directors  of the Company  discontinued  the
marketing and distribution of products and services  relating to commerce on the
Internet  due to a lack of funding and  increased  losses.  There were no losses
attributable to the  discontinued  operations in the three months and six months
ended  August  31,  2000  and  1999,  respectively.   The  Company  recorded  an
extraordinary  gain in the form of a "gain on the extinguishment of debt" in the
amount of $2,459,206,  related to the discontinued operations,  in the three and
nine month periods ended  November 30, 2000,  arising from the discharge of debt
under bankruptcy proceedings more fully discussed in Note 4.

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

NOTE 12  - SUBSEQUENT EVENTS

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

    Payment of management fees due through December 2000            $  55,000
    Payment of a promissory note payable to Fairway                    25,000
    Cash received in January 2001                                      45,000
    Provide cash for certain designated legal and consulting
      fees not yet incurred                                            75,000
                                                                      -------
        Total consideration to be received                          $ 195,000
                                                                      =======

Additionally,  Fairway agreed to reduce the monthly  management fee described in
Note 9 to $5,000  effective  January  1,  2001,  for the  remaining  term of the
contract.  Further,  payments  under the contract  are to be deferred  April 30,
2001.

In December 2000,  the Company issued 500,000 shares of common stock  restricted
under Rule 144 in payment for management and consulting  services to be provided
to the Company by an  unrelated  consultant.  Additionally,  the Company  issued
65,000  shares of common stock  restricted  under Rule 144 to another  unrelated
consultant in payment for  professional  services  provided from October through
December 2000.

The Company will record expenses for consulting and  professional  fees totaling
$84,985 relating to the shares issued.

                                      F-11

<PAGE>

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

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

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

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

Overview
--------

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

Business  operations  were not  successful and in October 1998 the operations of
all three of the Company's subsidiaries were discontinued. In October 1999, each
subsidiary filed a Chapter 7 bankruptcy petition in the United States Bankruptcy
Court for the District of Utah (the "Court"). On July 28, 2000 the Court ordered
all three cases closed and discharged the bankruptcy trustee. As a result of the
court's decision the company recorded an extraordinary  gain from forgiveness of
debt in the amount of  $2,459,205  for the three and nine months ended  November
30, 2000 and the amounts classified as "reserve for discontinued  operations" in
the  Company's  consolidated  balance  sheet as of February 28, 2000 was removed
from the Company's  liabilities.  Additionally,  in 1999, the Utah Department of
Commerce  dissolved  each  of  these  subsidiaries.  Subsequently,  the  Company
re-entered the development stage.

The Company  resumed  operations in March 1999 with a completely  new management
team and a new business plan.

Management's Plan of Operation
------------------------------

The Company's primary business plan is to provide a complete "Suite" of Internet
related products and services including:  web hosting, the sale and registration

                                       3

<PAGE>

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

The Company has undertaken a number of marketing  initiatives  designed to reach
this very large business sector including  direct mail,  email, a direct selling
effort and a recent campaign directed towards non-profit organizations and there
members. The initial marketing thrust to non-profit  organizations has been with
associations  in Utah,  primarily  Chambers of Commerce.  The Company expects to
expand this  marketing  strategy  regionally  and  nationally as we evaluate the
results of  developing  these  local  organizations  as  customers.  The Company
currently  utilizes  an  hourly  billing  rate of  $75.00  for web  site  design
contracts  and an hourly rate of $100.00  plus for custom  programming  and site
engineering.  Both of these rates are well below the industry  average yet still
provide the Company with an attractive  profit margin.  The Company's design and
engineering resources now account for more than 50% of gross revenues.  Revenues
generated in the nine month periods ended November 30, 2000 and 1999,  under the
Company's  new  business  plan  totaled  $175,857,  and  $30,147,  respectively,
primarily from site design and engineering fees and web site hosting fees.

Management  continues  to evaluate  additional  methods of  providing  increased
shareholder value including strategic alliances, mergers, acquisitions, reseller
agreements and joint venture partners.  Opportunities in each of these areas are
evaluated  on a  case-by-case  basis  by  Company  management.  Any  significant
agreements  entered  into by the  Company to enhance  shareholder  value will be
announced through the appropriate  channels  including the necessary  regulatory
filings on Form 8-K with the Securities and Exchange Commission.

Management expects to obtain additional equity financing through the exercise of
outstanding common stock warrants and options or other equity offerings in order
to meet its cash flow needs  through  fiscal  year 2001 and into the fiscal year
2002. The Company  anticipates that with increased revenues and close management
of operating costs it will be able to expand  operations and increase  potential
revenue opportunities.

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

Results of Operations

Three months ended  November 30, 2000 compared with three months ended  November
30, 1999

During the three months ended November 30, 2000 the Company recorded revenues of
$106,141,  an  increase of $85,348  over the same period in the prior year.  The

                                      4

<PAGE>

design fees generated from the implementation of management's new business plan.
Gross  profits on  services  sold  increased  $54,430  over the same three month
period in the prior year to $60,854.

Selling,  general and administrative  expenses were $261,712 for the three month
period ended November 30, 2000,  compared to $111,354 for the same period in the
prior year.  Depreciation  and  amortization  totaled $1,766 for the same period
compared to $464 in the prior year.  Management and consulting  fees,  salaries,
investor relations and other professional fees included in selling,  general and
administrative  expenses  relate to the development  and  implementation  of the
Company's new business plan and increased over the same period in 1999.

The Company  incurred  losses from  operations  of $202,624 and $105,424 for the
three months ended  November  30, 2000 and 1999,  respectively.  The increase in
loss from  operations is due primarily to an increase in salaries and consulting
fees related to expanded sales and product development efforts offset in part by
an  increase in  revenues  over the same  period in the prior year.  The Company
anticipates  that its investment in the  implementation  of its ongoing business
plan and other operating costs will continue at present or increased  levels for
the  remainder  of the fiscal  year  ending  February  28,  2001,  assuming  the
availability of working capital.

Other income totaled $851 and consisted of interest  earned on a note receivable
and on funds raised in the Company's private placement  offering and invested in
interest bearing bank accounts and for the three months ended November 30, 2000.
There was no interest earned in the same period of the prior year.

The Company  reported a net loss of $201,773 for the three months ended November
30, 2000  compared to net income of $65,706 for the three months ended  November
30, 1999. In the 1999 period the Company recorded one time extraordinary  income
from a gain on the extinguishment of debt in the amount of $171,130.

Nine months ended November 30, 2000 compared with nine months ended November 30,
1999

During the nine months ended November 30, 2000 the Company recorded  revenues of
$281,998, an increase of $231,058 over the same period in the previous year. The
increase in revenues is  attributed  primarily to web- site hosting and web-site
design fees generated from the implementation of management's new business plan.
Gross  profits on  services  sold  increased  $171,199  over the same nine month
period in the prior  year to  $191,238 .  Selling,  general  and  administrative
expenses  were  $799,732  for the nine month  period  ended  November  30, 2000,
compared to $775,460 for the same period in the previous year.  Depreciation and
amortization  totaled $3,643 for the same period compared to $1,326 in the prior
year.  Management and consulting fees,  salaries,  investor  relations and other
professional  fees  included in selling,  general  and  administrative  expenses
increased  over the  same  period  in 1999 and  relate  to the  development  and
implementation of the Company's new business plan.

The Company  incurred  losses from  operations  of $612,137 and $756,747 for the
nine months ended November 30, 2000 and 1999, respectively. The decrease in loss
from  operations is due primarily to the  significant  increase in revenues over
the same  period  in the  prior  year  offset  in part by a slight  increase  in
management and consulting fees,  investor  relations and other expenses relating
to the  development and  implementation  of the Company's new business plan. The
Company  anticipates  that its investment in the  implementation  of its ongoing
business  plan and other  operating  costs will continue at present or increased
levels for the remainder of the fiscal year ending  February 28, 2001,  assuming
the availability of working capital.

                                       5

<PAGE>

Other  income  totaled  $7,220  and  consisted  of  interest  earned  on a  note
receivable and on funds raised in the Company's private  placement  offering and
invested  in  interest  bearing  bank  accounts  and for the nine  months  ended
November 30, 2000.  There was no interest earned in the same period of the prior
year.

The  Company  reported  a net income of  $1,854,288  for the nine  months  ended
November  30, 2000  compared to a net loss of $585,617 for the nine months ended
November  30,  1999.   In  the  2000  period  the  Company   recorded  one  time
extraordinary  income from a gain on the  extinguishment  of debt represented by
liabilities of the Company's subsidiaries  discharged by the Bankruptcy Court on
July 28, 2000 in the amount of $2,459,205.

Liquidity

The  Company  had  negative  working  capital of $73,478 at  November  30,  2000
compared to negative  working  capital of $2,423,197  at February 28, 2000.  The
Company's  cash  decreased  from  $88,571 at the fiscal year end of February 28,
2000, to $12,211 at November 30, 2000. Total current assets decreased by $44,781
to $65,919 from the fiscal year end of February 28, 2000,  to November 30, 2000.
Current  liabilities  decreased from  $2,533,897 to $139,397 in the same period.
The  decrease  in  current  liabilities  and  increase  in  working  capital  is
attributable  primarily to the extinguishment of debt represented by liabilities
of the Company's  subsidiaries  discharged by the  Bankruptcy  Court on July 28,
2000 in the amount of $2,459,205.  The Company recorded an extraordinary gain in
the form of a "gain on the  extinguishment of debt" in the amount of $2,459,205,
related to the discharge of debt under the bankruptcy proceedings.

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

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

  Payment of management fees due through December 2000            $    55,000
  Payment of a promissory note payable to Fairway                      25,000
  Cash received in January 2001                                        45,000
  Provide cash for certain designated legal and consulting
    fees not yet incurred                                              75,000
                                                                   ----------
                    Total consideration to be received            $   195,000
                                                                   ===========


Additionally,  Fairway agreed to reduce the monthly  management fee described in
Note 9 to $5,000  effective  January  1,  2001,  for the  remaining  term of the
contract.  Further,  payments  under the contract  are to be deferred  April 30,
2001.

In December 2000,  the Company issued 500,000 shares of common stock  restricted
under Rule 144 in payment for management and consulting  services to be provided
to the Company by an  unrelated  consultant.  Additionally,  the Company  issued
65,000  shares of common stock  restricted  under Rule 144 to another  unrelated
consultant in payment for  professional  services  provided from October through
December 2000.

The Company will record expenses for consulting and  professional  fees totaling
$84,985 relating to the shares issued.

On November  27,  2000,  the  Company  obtained  $25,000  from  Fairway  under a
promissory  note payable on February 27, 2001,  with  interest at the rate of 10
percent per annum. The note is secured by a pledge to issue 50,000 shares of the
Company's common stock in the event of default. Subsequent to November 30, 2000,
the Company issued  4,500,000 shares of it's common stock to Fairway in exchange

                                       6

<PAGE>

Other  income  totaled  $7,220  and  consisted  of  interest  earned  on a  note
receivable  and on funds raised in the Other income totaled $7,220 and consisted
of  interest  earned on a note  receivable  and on funds  raised in the  accrued
management  fees, a commitment to pay certain legal and consulting  fees and the
payment of this note payable.

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

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

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

         Years ending February 28,
         -------------------------
                  2001                                    $   3,000
                  2002                                       20,000
                  2003                                       24,000
                  2004                                       14,000
                                                           --------
                          Total                           $  61,000
                                                           --------
On May 9, 2000,  the Board of Directors  approved a "site" bonus plan payable to
Steve Hansen,  Director,  President and CEO of the Company.  The site bonus plan
calls for Mr. Hansen to receive a bonus of $1.00 per web-site  hosting  customer
brought  into the  Company.  The site bonus is not to exceed  $15,000 in any one
month. The Board of Directors is to review the bonus for renewal or modification
in March 2001.  Payments due Mr. Hansen under the site bonus plan totaled $3,193
and $7,956  during the three and nine month  periods  ended  November  30, 2000,
respectively.

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

In August 1999,  the Company  entered into a consulting  agreement  with Fairway
Capital  Partners,  LLC.  ("Fairway"),   to  provide  non-exclusive  management,
consulting and financial  services,  including advise on corporate  acquisitions
and related matters.  Terms of the agreement  require the Company to pay Fairway
$5,000 per month for the first three months of the agreement,  $10,000 per month
for the next three  months,  and $15,000  for each month  after  that.  All such
payments  were paid in full as of February 28, 2000.  The  agreement  expires on
August 1, 2002.  Subsequent to entering into the  consulting  agreement  Fairway
became a related  party  through  the  acquisition  of  4,200,000  shares of the
Company's common stock.

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

                                       7

<PAGE>

Additionally,  in December 2000, Fairway agreed to reduce the monthly management
fee to $5,000 effective January 1, 2001, for the remaining term of the agreement
and to defer payments under the contract to April 30, 2001.

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

During the nine months  ended  November  30, 2000,  the Company  issued  991,876
shares of its common stock as follows:

  SHARES ISSUED FOR CASH

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

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

 SHARES ISSUED FOR SERVICES

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

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

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

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

                                       8

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

In October and November of 2000, the Company  granted 65,000 options to purchase
the Company's  common stock to two unrelated  consultants at exercise  prices of
$0.50 per share for 50,000 options and $0.40 for 15,000 options. All the options
granted vested  immediately and expire 3 years from date of grant.  The weighted
average  fair  value of the  options  granted  was  $0.20  and  $0.12  per share
respectively  using  the Black  Scholes  pricing  model.  The  Company  recorded
consulting fees related to the options issued totaling  $11,800 in the three and
nine month periods ended November 30, 2000.

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

In July of 2000,  the Company  granted  50,000 options to purchase the Company's
common stock to an unrelated consultant at an exercise price of $1.25 per share.
All the  options  granted  vested  immediately  and  expire 5 years from date of
grant.  The  weighted  average  fair value of the options  granted was $0.72 per
share using the Black Scholes pricing model. The Company  recorded  professional
fees  related to the options  issued  totaling  $36,000 in the nine month period
ended November 30, 2000.

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

The weighted  average fair value of the options granted to employees  during the
three  months  ended  November  30,  2000,  was $0.20 per share  using the Black
Scholes pricing model. The weighted average fair value of the options granted to
Directors  and employees  during the three months ended May 31, 2000,  was $1.03
per share using the Black Scholes  pricing model.  Had  compensation  expense of
these  options been recorded in accordance  with SFAS No. 123,  "Accounting  for
Stock-Based  Compensation",  the  Company's net loss before  extraordinary  item
would have been $702,487 or $0.07 per share for the nine months ending  November
30, 2000. There were no options exercised in the nine months ending November 30,
2000 and 1999, respectively, however, the 15,000 options granted a consultant in
May 2000,  were not accepted and therefore not issued.  As of November 30, 2000,
the Company had a total of 454,000 non-qualified options outstanding.

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

The Company granted  warrants to purchase 900,000 and 285,000 shares in the nine
months ended November 30, 2000 and 1999,  respectively,  in connection  with the
issuance of the same number of shares of common  stock in each nine month period
under the Company's private placement offering (see Note 7).

As of  November  30,  2000,  the  Company  had a  total  of  1,640,000  warrants
outstanding.

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

                                        9

<PAGE>

PART II.     OTHER INFORMATION

Item 1.   Legal Proceedings.

On October 26, 1999, our wholly-owned subsidiaries,  World Internet Marketplace,
Inc.; Global Media Group, Inc.; and Global Wholesale  Exchange,  Inc., filed for
Chapter 7 bankruptcy  protection in the United States  Bankruptcy  Court for the
District of Utah. The cases were designated Case Nos.  99-31576;  99-31577;  and
99-31578,  respectively.  The first  meeting of  creditors  was held January 19,
2000. On July 28, 2000 the Court  ordered all three cases closed and  discharged
the bankruptcy trustee. As a result of the court's decision the Company recorded
an  extraordinary  gain from forgiveness of debt in the amount of $2,459,205 for
the three and six months ended August 31, 2000,  and the amounts  classified  as
"reserve for discontinued  operations" in the accompanying  consolidated balance
sheet as of February 28, 2000 were removed from the Company's liabilities.

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

Item 2.   Changes in Securities.

None, not applicable.


Item 3.   Defaults Upon Senior Securities.

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

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

No matters were submitted to a vote of the Company's security holders during the
nine month period ended November 30, 2000.

Item 5.   Other Information.

None; not applicable.



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

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

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

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

                                       10

<PAGE>

 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: 1/18/01             /s/Steven K. Hansen
       -------------------       --------------------------------------------
                                    Steven K. Hansen, Chief Executive Officer
                                    and Director

       Date: 1/18/01             /s/Gary S. Winterton
       -------------------       -----------------------------

       Date: 1/18/01             /s/Randal L. Roberts
      ----------------          ------------------------------
                                    Randal L. Roberts, Director



                                       11