UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                    ----------------------------------------

                                   FORM 10-QSB

(X)      Quarterly  Report  Pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934 For the quarterly period ended August 31, 2001


( )      Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
         Exchange  Act of 1934  For the  transition  period  from  _________  to
         ---------

                        Commission File Number: 033-05384


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


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


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

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


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


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

Yes [X]  No [ ]


The number of shares  outstanding  of  Registrant's  common stock as of July 19,
2001 was: 16,029,956


                                        1

<PAGE>

<TABLE>
<CAPTION>
                            WORLD INTERNETWORKS, INC.

                                TABLE OF CONTENTS



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

     Item 1.     Financial Statements

                 Condensed Consolidated Balance Sheet as of August 31, 2001
                  (Unaudited)                                                                                F-1

                 Condensed  Consolidated  Statements of Operations for the three
                   and eight months ended August 31, 2001 and 2000
                   (Unaudited)                                                                         F-2 - F-3

                 Condensed Consolidated Statements of Cash Flows for the
                  eight months ended August 31, 2001 and 2000
                   (Unaudited)                                                                               F-4

                 Notes to Condensed Consolidated Financial Statements                                 F-5 - F-10

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

PART II - OTHER INFORMATION

     Item 1.     Legal Proceedings                                                                             7

     Item 2.     Changes in Securities                                                                         7

     Item 3.     Defaults upon Senior Securities                                                               7

     Item 4.     Submission of Matters to a Vote of Security Holders                                           7

     Item 5.     Other Information                                                                             7

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

                 Signatures                                                                                    8
</TABLE>


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
<TABLE>
<CAPTION>
                   World Internetworks, Inc. and Subsidiaries

                     Consolidated Balance Sheet (Unaudited)

                                 August 31, 2001


                                     ASSETS
<S>                                                                                  <C>
Current assets:
     Cash$                                                                            32,205
     Accounts receivable, net                                                        920,517
     Inventory                                                                     1,196,407
     Notes receivable                                                                150,000
     Prepaid expenses and other assets                                                22,850
                                                                                 -----------
         Total current assets                                                      2,321,979

Property, plant and equipment, net                                                   171,173
Goodwill, net                                                                        475,258
Royalty agreement                                                                     75,000
Other assets                                                                          37,146
                                                                                 -----------

                                                                                 $ 3,080,556

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
     Convertible notes payable                                                   $   375,000
     Accounts payable and accrued liabilities                                      2,299,058
     Accounts payable to related parties                                              32,770
     Notes payable to related parties                                                568,000
     Notes payable                                                                   216,593
     Current installments due under capital leases                                    10,189
                                                                                 -----------
         Total current liabilities                                                 3,501,610
                                                                                 -----------

Shareholders' deficit:
     Series A Preferred stock, $0.001 par value; 1 share authorized;
       no shares issued and outstanding                                                 --
     Series B Preferred stock, $0.001 par value; 10,000,000 shares authorized;
       no shares issued and outstanding                                                 --
     Common stock, $0.001 par value; 40,000,000 shares authorized;
       16,062,517 shares issued and outstanding                                       16,061
     Additional paid-in capital                                                    1,298,740
     Subscriptions receivable                                                       (340,987)
     Accumulated deficit                                                          (1,394,868)
                                                                                 -----------
         Total shareholders' deficit                                                (421,054)
                                                                                 -----------

                                                                                 $ 3,080,556
                                                                                 ===========
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements

                                      F-1
<PAGE>


                   World Internetworks, Inc. and Subsidiaries

                Consolidated Statements of Operations (Unaudited)

              For The Three and Eight Months Ended August 31, 2001



                                      Three Months Ended    Eight Months
                                         August 31, 2001    Ended
                                                            August 31, 2001
                                            ------------    ------------
Net sales                                   $  2,127,999    $  5,827,000

Cost of sales                                  1,517,120       3,836,206
                                            ------------    ------------

Gross profit                                     610,879       1,990,794
                                            ------------    ------------

Employee compensation                            394,170       1,518,616
Selling, general and administrative              460,464       1,015,591
                                            ------------    ------------

         Total operating expenses                854,634       2,534,207
                                            ------------    ------------

Operating loss                                  (243,755)       (543,413)
                                            ------------    ------------

Other income (expense):
     Interest, net                               (30,545)        (75,083)
     Other                                         6,306          16,890
                                            ------------    ------------

         Net loss                           $   (267,994)   $   (601,606)
                                            ============    ============

Basic and diluted loss per share            $      (0.02)   $      (0.04)
                                            ============    ============

Basic and diluted weighted average common
 shares outstanding                           16,062,517      15,250,213
                                            ============    ============


                 The accompanying notes are an integral part of
                    these consolidated financial statements

                                      F-2
<PAGE>


                   World Internetworks, Inc. and Subsidiaries

                Consolidated Statements of Operations (Unaudited)

              For The Three and Eight Months Ended August 31, 2000


                                      Three Months Ended    Eight Months
                                         August 31, 2000    Ended
                                                            August 31, 2000
                                            ------------    ------------
Net sales                                   $  3,057,592    $  4,637,397

Cost of sales                                 (2,390,961)     (3,352,189)
                                            ------------    ------------

Gross profit                                     666,631       1,285,208
                                            ------------    ------------

Employee compensation                            549,405       1,154,984
Selling, general and administrative              129,079         309,755
                                            ------------    ------------

         Total operating expenses                678,484       1,464,739
                                            ------------    ------------

Operating loss                                   (11,853)       (179,531)

Other income (expense):
     Interest, net                               (29,822)        (57,870)
                                            ------------    ------------

         Net loss                           $    (41,675)   $   (237,401)
                                            ============    ============

Basic and diluted loss per share            $      (0.00)   $      (0.02)
                                            ============    ============

Basic and diluted weighted average common
 shares outstanding                           13,375,334      13,154,579
                                            ============    ============


                 The accompanying notes are an integral part of
                    these consolidated financial statements

                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                   World Internetworks, Inc. and Subsidiaries

                Consolidated Statements of Cash Flows (Unaudited)

               For The Eight Months Ended August 31, 2001 and 2000




                                                              2001         2000
                                                            ---------    ---------
<S>                                                         <C>          <C>
Cash flows from operating activities:
     Net loss                                               $(601,606)   $(237,401)
     Adjustments to reconcile net loss to net
       cash used in operating activities:
         Depreciation and amortization                        148,354      162,404
         Interest earned on subscriptions receivable          (15,204)        --
         Changes in operating assets and liabilities:
              Accounts receivable                             (40,210)     124,717
              Inventories                                    (341,873)    (148,559)
              Prepaid expenses and other                       (5,643)      (6,036)
              Accounts payable and accrued liabilities        666,187     (273,284)
              Accounts payable to related party                  (341)        --
                                                            ---------    ---------

     Net cash used in operating activities                   (190,336)    (378,159)
                                                            ---------    ---------

Cash flows from investing activities:
     Loan to third party                                     (150,000)        --
     Cash obtained in acquisition                                --         75,666
     Purchases of property and equipment                      (13,684)     (19,175)
                                                            ---------    ---------

     Net cash (used in) provided by investing activities     (163,684)      56,491
                                                            ---------    ---------

Cash flows from financing activities:
     Proceeds from sale of common stock                       112,680         --
     Proceeds from sale of Preferred B stock                    4,907      368,500
     Proceeds from the issuance of convertible debentures     375,000         --
     Principal repayments under line of credit               (365,180)        --
     Fees related to financing activities                        --        (57,831)
     Increase in subscriptions receivable                        --        (14,000)
     Principal payments on notes payable                      (64,821)        --
     Principal borrowings on notes payable                       --        176,166
     Principal payments on capital lease obligations           (8,260)      (7,175)
                                                            ---------    ---------

     Net cash provided by financing activities                 54,326      465,660
                                                            ---------    ---------

Net change in cash                                           (299,694)     143,992

Cash, beginning of period                                     331,899        4,839
                                                            ---------    ---------

Cash, end of period                                         $  32,205    $ 148,831
                                                            =========    =========

Supplemental  disclosures of cash flow information:
     Cash paid during the period for:
         Interest                                           $  58,200    $  57,900
                                                            =========    =========
         Income taxes                                       $    --      $    --
                                                            =========    =========
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements

                                      F-4
<PAGE>


                   World Internetworks, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              For The Three and Eight Months Ended August 31, 2001


Note 1 - Organization and Summary of Significant Accounting Principals
----------------------------------------------------------------------

Basis of Presentation
---------------------

The financial statements of World Internetworks,  Inc. ("WINS" or the "Company")
for the three and eight months ended August 31, 2001 and 2000 are unaudited. Due
to the merger with GT Data  Corporation  (see Note 4) the  reporting  amounts of
WINS are those of the surviving  corporation.  The results of operations of WINS
previously filed in prior years are not included herein. Certain information and
note  disclosures  normally  included in the  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America  have  been  omitted.  These  financial  statements  should  be  read in
conjunction with the audited financial  statements and notes thereto,  which are
included in WINS Form 8-K filed June 5, 2001. In the opinion of management,  the
financial  statements  contain all  adjustments,  consisting of normal recurring
adjustments,  necessary to present fairly the financial position of WINS for the
period  presented.  The  interim  operating  results  may not be  indicative  of
operating results for the full year or for any other interim periods. Due to the
merger  with GT Data  (see  Note 4) and the  fiscal  year  end of GT Data  being
December 31, the accompanying consolidated financial statements present both the
three and eight months period ended of GT Data and TSLi.

Going Concern
-------------

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern,  which  contemplates,  among other things, the
realization  of assets and  satisfaction  of liabilities in the normal course of
business.   The  Company  has  negative   working   capital  of  $1,179,631,   a
stockholders'  deficit of $421,054,  losses from  operations  through August 31,
2001 and a lack of operational  history,  among others,  that raise  substantial
doubt about its ability to continue  as a going  concern.  The Company  hopes to
increase  revenues  from  additional  revenue  services  and other  cost-cutting
measures.  In the  absence of  significant  revenues  and  profits,  the Company
intends  to  fund  operations  through  additional  debt  and  equity  financing
arrangements  which management  believes may be insufficient to fund its capital
expenditures,  working capital,  and other cash requirements for the fiscal year
ending  February  28,  2002.  Therefore,  the  Company  may be  required to seek
additional funds to finance its long-term operations.  The successful outcome of
future  activities cannot be determined at this time and there are no assurances
that if achieved, the Company will have sufficient funds to execute its intended
business plan or generate positive results.

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

Risks and Uncertainties
-----------------------

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

Concentration Risk
------------------

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


                                      F-5
<PAGE>

                   World Internetworks, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              For The Three and Eight Months Ended August 31, 2001


Note 1 - Organization and Summary of Significant Accounting Principals,continued
--------------------------------------------------------------------------------

Three customers  accounted for  approximately 57% of total product sales for the
eight  months  ending  August 31,  2001,  compared to 60% for the same period in
2000.  The loss of any of these  customers  may have a  material  impact  on the
Company's financial statements and results of operations.

Revenue Recognition
-------------------

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

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

Warranty
--------

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

Earnings Per Share
------------------

The  Company  has  adopted  Statement  of  Financial  Accounting  Standards  No.
128("SFAS 128"),  "Earnings Per Share." Under SFAS 128, basic earnings per share
is computed by dividing income available to common  shareholders by the weighted
average  number  of  shares  assumed  to be  outstanding  during  the  period of
computation.  Diluted  earnings per share is computed  similar to basic earnings
per share  except that the  denominator  is  increased  to include the number of
additional  common  shares  that would have been  outstanding  if the  potential
common shares had been issued and if the additional  common shares were dilutive
(1,686,338  and zero (0) shares as of August 31,  2001 and 2000,  respectively).
Because the Company has  incurred  net losses,  basic and diluted loss per share
are the same as additional potential common shares would be anti-dilutive.

Segments of Business
--------------------

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


                                      F-6
<PAGE>

                   World Internetworks, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              For The Three and Eight Months Ended August 31, 2001


Note 1 - Organization and Summary of Significant Accounting Principals,continued
--------------------------------------------------------------------------------

Derivative Instruments
----------------------

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No.  133
("SFAS133"),  "Accounting for Derivative  Instruments  and Hedging  Activities."
SFAS   133established   accounting   and  reporting   standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities.  It requires that an entity recognize all
derivatives  as either assets or  liabilities on the balance sheet at their fair
value.  This  statement,  as  amended  by SFAS 137 and  138,  is  effective  for
financial  statements for all fiscal  quarters of fiscal years  beginning  after
June 15, 2000.  The adoption of this standard did not have a material  impact on
the  Company's  results of  operations,  financial  position or cash flows as it
currently does not engage in any derivative or hedging activities.

New Accounting Pronouncements
-----------------------------

In July 2001,  FASB  issued  SFAS No.  141,  "Business  Combinations,"  which is
effective for business combinations  initiated after June 30, 2001. SFAS No. 141
eliminates   the  pooling  of  interest   method  of  accounting   for  business
combinations and requires that all business  combinations  occurring on or after
July 1, 2001 are accounted for under the purchase  method.  The Company does not
expect SFAS No. 141 to have a material impact on its financial statements.

In July 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets," which is effective for fiscal years  beginning after December 15, 2001.
Early adoption is permitted for entities with fiscal years beginning after March
15, 2001,  provided that the first interim  financial  statements  have not been
previously  issued.  SFAS No.  142  addresses  how  intangible  assets  that are
acquired individually or with a group of other assets should be accounted for in
the  financial  statements  upon  their  acquisition  and  after  they have been
initially  recognized  in the financial  statements.  SFAS No. 142 requires that
goodwill  and  intangible  assets  that  have  indefinite  useful  lives  not be
amortized but rather be tested at least annually for impairment,  and intangible
assets that have finite useful lives be amortized over their useful lives.  SFAS
No. 142 provides  specific  guidance for testing goodwill and intangible  assets
that will not be amortized for impairment. In addition, SFAS No. 142 expands the
disclosure  requirements about goodwill and other intangible assets in the years
subsequent   to  their   acquisition.   Impairment   losses  for   goodwill  and
indefinite-life  intangible assets that arise due to the initial  application of
SFAS  No.  142 are to be  reported  as  resulting  from a change  in  accounting
principle.  However, goodwill and intangible assets acquired after June 30, 2001
will be subject  immediately  to the provisions of SFAS No. 142. The Company has
not yet  determined  the  impact,  if any,  that  SFAS  No.  142 may have on its
financial statements and results of operations.


In July 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations."  SFAS No. 143  addresses  financial  accounting  and reporting for
obligations  associated with the retirement of intangible  long-lived assets and
the  associated  asset  retirement  costs  and is  effective  for  fiscal  years
beginning  after June 15, 2002. the Company does not expect SFAS No. 143 to have
a material impact on its financial statements.



Note 2 - Principles of Consolidation
------------------------------------

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


                                      F-7
<PAGE>

                   World Internetworks, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              For The Three and Eight Months Ended August 31, 2001


Note 3 - Business Combination
-----------------------------

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

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

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

                                                          $          73,150
                                                           ================

The results of operations of TSLi are included in the accompanying  consolidated
financial  statements  from  March 1,  2000.  The  following  pro forma  summary
presents  consolidated  results of operations  for the eight months ended August
31, 2000 as if TSLi had been acquired as of January 1, 2001.

                  Net sales                               $       5,796,802
                  Net loss                                $        (166,162)
                  Loss per common share                   $           (0.01)

Note 4 - Merger with GT Data Corporation
----------------------------------------

On March 20, 2001, and pursuant to a Certificate filed with the Nevada Secretary
of State,  the Company  effected a 1 for 2 reverse split of all the  outstanding
shares of its common  stock,  options and  warrants.  Immediately  following the
reverse split the Company had 250,000,000 shares authorized and 7,104,114 shares
issued and  outstanding.  Outstanding  options  and  warrants  were  224,500 and
815,000 respectively, after the reverse split. On February 27, 2001, the Company
entered into an Agreement  and Plan of  Reorganization  and Merger (the "Plan of
Merger") with GTD Acquisition,  Inc. ("Newco") and GT Data Corporation. On March
22, 2001, the Plan of Merger became effective (the "Merger").  Under the Merger,
Newco merged with and into GT Data, with GT Data as the surviving  subsidiary of
the Company.  Pursuant to the Plan of Merger,  all of the 7,688,403  outstanding
preferred and common shares of GT Data were  exchanged for shares of the Company
1 for 1 on a post-split  basis and 750,000 shares were issued to Fairway Capital
Partners,  LLC,  a  finder,  in  connection  with  the  transaction.  All of the
outstanding  shares  of  Newco  were  converted  into  shares  of GT Data as the
surviving  corporation with the Company as the sole holder of those shares.  The
transaction was regarded as a "reverse merger" whereby GT Data was considered to
be the  accounting  acquirer  as it  retained  control of WINS after the Merger.
Pursuant  to the Plan of  Merger,  certain  shareholders  of GT Data  agreed  to
surrender  7,165,931  shares of common  stock prior to the  consummation  of the
Merger.  The number of shares  issued in  exchange  for Newco and GT Data shares
under the Plan of Merger is as follows:
<TABLE>
<CAPTION>

<S>                                                     <C>     <C>
         Newco common shareholders                      100     shares of the surviving corporation

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

         Total shares issued                      7,688,503
                                            ===============
</TABLE>

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


                                      F-8
<PAGE>

                   World Internetworks, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              For The Three and Eight Months Ended August 31, 2001


Note 4 - Merger with GT Data Corporation, continued
---------------------------------------------------

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

Note 5 - Eight Month Period
---------------------------

As a result of the Company's  merger with GT Data,  the  financial  data in this
report  covers eight (8) months of  operations  for the  Company's two operating
subsidiaries,  GT Data and TSLi.  Both GT Data and TSLi use the calendar year as
their fiscal  year,  while World  Internetworks'  fiscal year is March 1 through
February 28. As a result of this  inconsistency  in fiscal years,  the financial
data in this report  represents  the operating  results of both GT Data and TSLi
for January  2001 through  August 2001 and January 2000 through  August 2000 and
World Internetworks for March 22, 2001 through August 2001.

Note 6 - Note Receivable
------------------------

On July 10, 2001 the  company  loaned  Trace  Affex (See Note 10), an  unrelated
third party, $150,000 (the "Loan"), for working capital purposes. The Loan bears
interest at the rate of 10% per annum,  is due in full on May 31,  2002,  and is
secured by substantially all of the assets of Trace Affex.

Note 7 - Notes Payable and Line of Credit
-----------------------------------------

On May 2, 2001 TSLi paid the  remaining  balance of both its Asset Based  Credit
line and Term  Note  that  were  payable  to a  financial  institution  totaling
$422,661.  TSLi had been in default on the Asset Based Credit line since January
2000 and had been  operating  under a  Forbearance  Agreement  with a  financial
institution that required TSLi to remit 10% of its daily cash collections to the
financial  institution.  TSLi is  current on its Small  Business  Administration
(SBA) loan  payable to the  financial  institution  and is not in default on its
remaining notes payable.

Note 8 - Convertible Notes Payable
----------------------------------

On July 3, 2001 the Company sold $375,000 of convertible subordinated debentures
in a Reg. S offering.  The  debentures  carry a 10% stated rate of interest  and
mature on May 31, 2002. The debenture  holder has the right,  at its option,  at
any time on or before the close of  business  on May 31,  2002,  to convert  the
principal and accrued,  but unpaid,  interest of this  debenture  into 1,249,875
shares of the Company's common stock. Accrued interest is to be paid on the 30th
day of March, June, September,  and December of each year beginning on September
30, 2001,  until the  subordinated  debentures due May 31, 2002 has been paid or
converted into common stock. As of August 31, 2001,  total interest  incurred on
this note was  $6,066,  of which,  the full  amount is  accrued  under  interest
payable,  which is recorded in accounts  payable and accrued  liabilities in the
accompanying  balance sheet.  As of the date of this report,  management has not
been  informed  that the holder of this note is going to convert  such note into
Common Stock of the Company.

In addition, the Company issued the investor a warrant for the right to purchase
an additional 1,249,875 shares of the Company's common stock at a price of $0.40
per share. Due to the fact that the warrant does not vest until the debenture is
converted,  the Company has not  expensed  the fair market value of the warrant.
The warrant has an  estimated  fair  market  value based on SFAS 123,  using the
Black-Scholes pricing model, of $137,500.  If the debentures are converted,  the
fair  market  value of the warrant  will be recorded to interest  expense in the
accompanying statement of operations at the time of conversion.


                                      F-9
<PAGE>

                   World Internetworks, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              For The Three and Eight Months Ended August 31, 2001


Note 9 - Stockholders' Equity
-----------------------------

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

In connection with the reverse merger (see Note 4) the Company issued  9,333,114
(including  1,479,000 for the conversion of Series B Preferred stock on a one to
one  basis and  750,000  shares  to a  finder).  In  addition,  certain  GT Data
shareholders agreed to surrender 7,165,931 shares of common stock.

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

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

Note 10 - Letter of Intent with Trace Affex, Inc.
-------------------------------------------------

On May 3, 2001, the Company had entered into a proprietary non-binding Letter of
Intent  with Trace  Affex,  Inc.,  whereby  Trace Affex was to be merged with or
would have become a subsidiary  of World  Internetworks,  Inc.  Trace Affex is a
private  company  located in San Jose,  California and is a leading  provider of
high-end  optical data storage  solutions  and CD-ROM  duplication  and printing
system solutions.  World  Internetworks and Trace Affex had agreed to enter into
good faith negotiations towards reaching a definitive merger agreement,  subject
to the terms and conditions set forth in the non-binding  Letter of Intent.  The
transaction was also subject to due diligence and shareholder approval.

The non-binding  Letter of Intent that was signed on May 3, 2001 expired on June
2, 2001. World Internetworks and Trace Affex entered into an agreement to extend
the  non-binding  Letter of Intent through July 20, 2001. On October 2, 2001 the
Company  announced  that its Letter of Intent  with Trace  Affex had expired and
that it will not be renewed.

Note 11 - License Agreement
---------------------------

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

Note 12 - Commitments and Contingencies
---------------------------------------

The Company may from time to time,  be  involved  in various  claims,  lawsuits,
disputes with third parties, actions involving allegations or discrimination, or
breach of contract actions  incidental to the normal operations of its business.
The Company is currently not involved in any such  litigation  which  management
believes  could have a material  adverse  effect on its  financial  position  or
results of operations.


                                      F-10
<PAGE>


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

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

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

Overview

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

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

As a result of the Company's  merger with GT Data,  the  year-to-date  financial
data in this report covers eight (8) months of operations  for the Company's two
operating subsidiaries, GT Data and TSLi. Both GT Data and TSLi use the calendar
year as their fiscal  year,  while World  Internetworks'  fiscal year is March 1
through  February 28. As a result of this  inconsistency  in fiscal  years,  the
financial data in this report  represents the operating  results of both GT Data
and TSLi for January  2001 through  August 2001 and January 2000 through  August
2000 and World Internetworks for March 22, 2001 through August 2001.


                                       3
<PAGE>


Results of Operations for the Quarter Ending and Year to Date August 31, 2001

Overview

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

TSLi,  and the mass storage  industry in general,  annually face a historic down
cycle in revenue  performance for the May through August period.  TSLi's revenue
results for the quarter  ended  August 31, 2001 reflect  this annual  trend.  In
addition, the weakened global economy,  particularly in the tech sector, further
impacted  TSLi's  revenue  opportunities  as large OEMs  flooded the market with
excess inventory.  The flood of excess inventory made buyers scarce,  and TSLi's
resale business declined drastically, particularly in July and August.

Another  factor that  impacted  TSLi's  resale  business  was the annual  summer
slowdown of the European economy. TSLi sells to the Eastern bloc countries,  and
this  revenue  stream  decreased  dramatically  during the summer  months as our
European customers shutdown. For reasons unknown to TSLi management, the drop in
our European business was more severe this year than in prior years.

Revenue

Net revenue for the quarter  ended  August 31, 2001 was  $2,127,999,  down 30.5%
from the  $3,057,592  generated in the same period in 2000.  The revenue for the
second quarter of 2000 includes $691,000 generated from two resale  transactions
that netted the company gross  profits of  approximately  $41,000,  or 6% of the
$691,000  selling price.  Excluding these two  transactions,  net revenue in the
second quarter of 2000 was  $2,366,592,  10% more than the revenue in the second
quarter of 2001.  Repair  revenue  for the  quarter  ended  August 31,  2001 was
$1,488,015  (69.2% of total revenue) with revenue from resale  activities making
up the remaining $639,984 (30.8%).  In the same period last year, repair revenue
was $1,420,192 (46.4%) while resale revenue totaled $1,637,400 (53.6%).

For the eight months ended August 31, 2001,  revenue was $5,827,000  compared to
revenue of  $4,637,397  for the same  period  last year.  Revenue for the period
ending  August 31, 2000 includes only six months of revenue from TSLi because GT
Data did not acquire TSLi until  month-end  February  2000. On a pro forma basis
revenue for the first eight  months of 2000 was  $5,796,802.  Revenue  increased
primarily due to increased repair work from two of our biggest customers, one of
which experienced a three (3) month period where its unit volume tripled.

Gross Profit

Gross profit for the quarter ended August 31, 2001 was $610,879, or 28.7% of net
revenue,  compared to gross profit of $666,631,  or 21.8% of net revenue for the
same period in fiscal 2000. Gross profit increased due to the increased ratio of
repair  revenue,  which  provides a higher gross  margin than revenue  generated
through resale activities.

For the eight months ended August 31, 2001, gross profit was $1,990,794 compared
to gross profit of $1,285,208 for the same period last year. For the same period
in 2000,  only six months of gross profit from TSLi is included  because GT Data
did not acquire TSLi until  month-end  February 2000. On a pro forma basis gross
profit for the first eight months of 2000 was $1,756,164.  The increase in gross
profit was attributable to the higher ratio of repair revenue,  which provides a
higher gross margin then the revenue generated through resale activities.

Gross profit in the recent  quarter was  adversely  affected by the write-off of
approximately  $92,715  worth of  inventory  and  tighter  margins in the resale
business.  In addition,  fewer  revenue  dollars  meant a smaller base to spread
fixed overhead costs.

Operating Expenses

Operating  expenses in the quarter ended August 31, 2001 were  $854,634,  up 26%
from the $678,484  incurred in the same period last year. Legal and professional
fees associated with the reverse merger with World Internetworks and


                                       4
<PAGE>

negotiations  to merge with Trace  Affex were  $109,519  in the recent  quarter,
compared to legal and professional  fees of $32,182 in the same period in fiscal
2000. Other factors  contributing to the increase in operating expenses were the
addition of two full-time sales people at TSLi, an executive  compensation plan,
increased travel expenses, and higher labor costs at TSLi.

For the eight months ended August 31, 2001,  operating  expenses were $2,534,207
compared to operating expenses of $1,464,739 for the same period in fiscal 2000.
On a pro forma basis,  operating  expenses were  $1,846,150  for the same period
last year.  Legal and  professional  fees for the eight months ending August 31,
2001 were  $378,922  compared  to $62,330  for the same  period  last year.  The
Company also incurred expenses of approximately  $100,000 of World Internetworks
earlier  this year.  Other  factors  contributing  to the  increase in operating
expenses  were the addition of two full-time  salespeople  at TSLi, an executive
compensation plan at TSLi, increased travel expenses,  and higher labor costs at
TSLi.

Interest Expense

Net interest  expense for the second  quarter of 2001 was $20,239 versus $29,822
in the same period last year.  Total interest expense for the recent quarter was
$30,545, with interest income of $6,306 reducing the net interest expense to the
$24,239 shown above.  Such interest  decreased due to the pay-off of the line of
credit and term note in the current quarter.

For the  eight-month  period,  total  interest  expense was $75,083  compared to
$72,211 for the same  period last year.  On a pro forma  basis,  total  interest
expense  for the same  period  in fiscal  2000 was  $90,714.  Overall,  interest
expense at TSLi has  decreased  due to the payoff of the Asset Based Credit line
and Term  note,  while  interest  expense  has  increased  at GT Data due to the
issuance of $375,000 in debentures, finance charges on accounts payable, and the
compounding effect of interest on the $470,000 note payable.

As a result of the discussions above, net loss for the three months ended August
31, 2001 was  $267,994  compared to a net loss of $41,675 as of August 31, 2000.
In  addition,  the net loss for the  eight  months  ended  August  31,  2001 was
$601,606 compared to a net loss of $237,401 as of August 31, 2000.

Assets and Liabilities

At August 31, 2001, the Company had total assets of $3,080,556 compared to total
assets of  $2,902,194  at December 31,  2000.  Cash was $32,205 as of August 31,
2001,  down $299,694 from the $331,899 cash on hand as of December 31, 2000. The
decrease  in cash  was  caused  primarily  by the  Company's  cash  purchase  of
approximately  $150,000 of  inventory,  terms cash in advance,  from a large OEM
during the last week of the quarter and the remittance of approximately $422,661
earlier this year to payoff  TSLi's Asset Based Credit line and Term note. As of
August 31,  2001 the above  mentioned  inventory  was still in transit  and will
eventually be refurbished and sold as part of the Company's  resale  operations.
The  Company  also used cash to pay down  various  accounts  payable and accrued
liabilities.

Accounts receivable were $920,517,  up $40,210 from the $880,307 on December 31,
2000.  Inventories  rose  $341,873,  from  $854,534  on  December  31,  2000  to
$1,196,407 as of August 31, 2001. The majority of the increase in inventories is
attributable to the above mentioned  inventory purchases and inventory purchased
for several new Vendor Managed Inventory (VMI) programs awarded to TSLi

Fixed  assets were  $171,173,  down  $111,198  from the $282,371 on December 31,
2000.  Fixed asset  purchases of $13,684 were offset by $124,882 in depreciation
expense. The purchases consisted primarily of computer hardware and software.

Total  liabilities on August 31, 2001 were  $3,501,605,  an increase of $602,580
from the  $2,899,025  as of  December  31,  2000.  Accounts  payable and accrued
liabilities  increased  $661,187  to  $2,299,058,  primarily  due to  legal  and
professional   fees  relating  to  the  World   Internetworks   merger  and  the
negotiations to merge with Trace Affex and accrued wages for Robert Genesi,  the
Company's  CEO.  Notes payable and lease  obligations at August 31, 2001 totaled
$1,169,782,  a decrease of $63,261 from the $1,233,043 on December 31, 2000. The
payoff of the Asset Based  Credit line and Term note of  approximately  $430,000
and payments on capital leases of $8,260 were offset by the issuance of $375,000
of convertible subordinated debentures on July 3, 2001


                                       5
<PAGE>


Stockholder's Deficit

Stockholder's  deficit was ($421,054) on August 31, 2001, a decrease of $424,223
from the $3,169 as of December 31,  2000.  The changes in  stockholder's  equity
were as follows:

         Balance as of December 31, 2000                    $          3,169
         Net Loss                                                   (601,606)
         Interest on subscriptions receivable                        (15,204)
         Issuance of Common Stock and Preferred stock                117,587
         Estimated fair market value of warrants                      75,000
                                                            ----------------

                                                            $       (421,054)
                                                            ================

Liquidity and Capital Resources

As of August 31, 2001,  the Company had  $3,080,556 in total  assets,  including
$32,205 in cash, $920,517 in accounts receivable, $1,196,407 in inventories, and
net fixed  assets  of  $171,173.  The  accounts  receivable  are  considered  by
management  to have a high  probability  of  collection,  as a  majority  of the
receivables are to large OEMs.  Inventories consist primarily of hard drives and
tapes  drives and are very  marketable,  although by nature their value tends to
decrease over time as newer, more advanced products are brought to market. Fixed
assets consist primarily of computers, office furniture and equipment, software,
and test equipment.  Due to the age and proprietary  nature of most of the fixed
assets, these assets probably have limited value to those outside the Company.

Also at August 31, 2001, total liabilities were $3,501,606,  including  accounts
payable and accrued  liabilities  of $2,299,058  notes payable and capital lease
obligations of $1,169,782.  The accrued  liabilities include $372,358 of accrued
salary for Robert Genesi, the Company's Chief Executive  Officer.  Notes payable
include  $470,000  to Robert  Genesi and  Anthony  Giraudo,  a  director  of the
company.  As of August 31, 2001,  the Company had no available  credit lines for
short-term financing needs.

During the  period  ended  August  31,  2001,  the  Company's  cash flow used in
operations was ($190,336),  while net cash used in the period was $299,694.  The
Company's  negative  cash  flow  from  operations  resulted  primarily  from the
Company's operating loss (601,606) and its inventory purchases ($341,873), which
were partially  offset by the $666,187  increase in accounts payable and accrued
liabilities. Accounts payable and accrued liabilities increased primarily due to
the Company  delayed  payment of legal and  professional  fees and the salary of
Robert Genesi, the Company's CEO.

The Company had negative  working  capital of  $1,179,631 as of August 31, 2001.
The Company  expects its  operations to continue using net cash through at least
the third  quarter of this year as it  continues  to invest in its data  storage
business.  Thus,  the  Company's  success,  including its ability to fund future
operations,  depends largely on its ability to secure additional funding.  There
can be no assurance  that the Company will be able to consummate  debt or equity
financings in a timely manner, on a basis favorable to the Company, or at all.

Inflation

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

Going Concern

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


                                       6
<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

The  Company is not  currently  a party to any legal  proceedings,  the  adverse
Outcome of which, individually or in the aggregate would have a material adverse
Effect on our financial position or results of operations.

Item 2.  Changes in Securities.

In January  2001 the Company  issued  22,000  shares of Series B preferred  at a
price of $0.50 per share, or $11,000 in the aggregate,  less commissions paid of
$6,093.

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

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

On July 3, 2001 the  Company  issued  $375,000 of 10%  convertible  subordinated
debentures that mature on May 31, 2002. The holder may, at any time on or before
the close of business on May 31, 2002,  convert the principal  and accrued,  but
unpaid,  interest  into  1,249,875  shares of the  Company's  common stock and a
warrant  for the  right  to  purchase  an  additional  1,249,875  shares  of the
Company's common stock at a price of $0.40 per share that vests when the related
debenture is converted into Common Stock of the Company.

Item 3.  Defaults upon Senior Securities.

None.

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

None

Item 5.  Other Information.

None.

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

(a)      Exhibits

3.1      Articles of  Incorporation  filed March 17, 1986, which is incorporated
         herein by  reference  to Exhibit 3.1 to the  Registrant's  Statement on
         Form SB-2,  Registration No. 333-35766,  as amended  (Registrant's Form
         SB-2).
3.2      Articles of Amendment  filed  September 5, 1996,  which is incorporated
         herein by  reference  to Exhibit 3.1 to the  Registrant's  Statement on
         Form SB-2.
3.3      Certificate Pursuant to section 78.207(4) of the Nevada Revised Statues
         filed October 11, 1996,  which is  incorporated  herein by reference to
         Exhibit 3.1 to the Registrant's Statement on Form SB-2.
3.4      Certificate Pursuant to section 78.207(4) of the Nevada Revised Statues
         filed October 24, 1996,  which is  incorporated  herein by reference to
         Exhibit 3.1 to the Registrant's Statement on Form SB-2.
3.5      Certificate of Amendment  filed March 30, 1998,  which is  incorporated
         herein by  reference  to Exhibit 3.1 to the  Registrant's  Statement on
         Form SB-2.
3.6      Certificate of Amendment  filed August 31, 1998,  which is incorporated
         herein by  reference  to Exhibit 3.1 to the  Registrant's  Statement on
         Form SB-2.
3.7      Certificate  Pursuant  to  Section  78.207(4)  of  the  Nevada  Revised
         Statutes  filed  March  16,  2001,  which  is  incorporated  herein  by
         reference  to Exhibit  3.7 to the  Registrant's  Annual  Report on Form
         10-KSB for the year ended February 28, 2001.
3.8      Amended  Bylaws of World  Internetworks,  Inc.,  which is  incorporated
         herein by reference to Exhibit 3.8 to the Registrant's Annual Report on
         Form 10-KSB for the year ended February 28, 2001.


                                       7
<PAGE>

10.1     Agreement and Plan of Reorganization and Merger dated February 27, 2001
         between World  Internetworks,  Inc., GTD Acquisition,  Inc. and GT Data
         Corporation,  which is incorporated  herein by reference to Exhibit 2.1
         to the Registrant's Statement on Form 8-K dated March 22, 2001.

10.2     Starlite  Licensing Option Agreement,  which is incorporated  herein by
         reference  to  Exhibit  10.2 to the  Registrant's  Form  10-QSB for the
         quarter ended May 31, 2001.

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

         (i)   Form 8-K/A  Current  Report dated June 5, 2001  amending the Form
               8-K Current Report dated March 22, 2001
         (ii)  Form 8-K Current Report dated July 2, 2001


SIGNATURES

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

                                              World Internetworks, Inc.

Date: October 19, 2001,                       /s/  Robert Genesi
                                              ------------------
                                                   Robert Genesi, President


                                       8