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 SECURITES  EXCHANGE
     ACT OF 1934

For the quarterly period ended March 31, 2000
                               -------------------

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (D)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File number   0-25493
                         ----------------------------

                          VIRTUAL WORLD OF SPORTS, INC.
                      -------------------------------------
               (Exact name of registrant as specified in charter)

     Nevada                          98-019-9141
-------------------------------      -----------
 (State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)

7660 Fay Avenue
San Diego, CA                                   90237
----------------------------------------       ---------
(Address of principal executive offices)       (Zip Code)

                                  858-756-6935
               --------------------------------------------------
               Registrant's telephone number, including area code

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 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),  Yes [X] No [ ] and ( ) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the last practicable date.

                Class               Outstanding as of March 31, 2000
 -------------------------------   -----------------------------------

Common Stock, $0.001 per share: 13,255,800

<PAGE>

INDEX

                                                                            Page
PART 1.                                                                   Number
                                                                          ------
ITEM 1. Financial Statements (unaudited).....................................  3

    Balance Sheet as at March 31, 2000.......................................  4

    Statements of Operations

    For the quarter ended March 31, 2000, and for
    the period October 29, 1999 (Date of Inception) through
    March 31, 2000...........................................................  5

    Statements of Changes in Stockholders' Equity

    For the period from October 29, 1999 (Date of
    Inception) through March 31, 2000........................................  6

    Statements of Cash Flows

    For the quarter ended March 31, 2000, and for
    the period October 29, 1999 (Date of Inception) through
    March 31, 2000...........................................................  7

    Notes to the Financial Statements........................................  8

ITEM 2. Plan of Operations................................................... 14


PART II  Signatures.......................................................... 15


                                        2

<PAGE>

     PART 1 - FINANCIAL INFORMATION
     ----------------------------------------------------------------------

     ITEM 1. FINANCIAL STATEMENTS
     ----------------------------------------------------------------------

The accompanying  balance sheet of Virtual World of Sports,  Inc. (a development
stage company) at March 31, 2000 and the statements of operations and statements
of cash flow for the  quarter  ended  March 31,  2000,  and for the period  from
October 29, 1999 (Date of Inception)  through March 31, 2000 and the  statements
of stockholders' equity for the period from October 29, 1999 (Date of Inception)
through March 31, 2000 have been prepared by the Company's  management  and they
include all  information and notes to the financial  statements  necessary for a
complete  presentation of the financial  position,  results of operations,  cash
flows, and stockholders' equity in conformity with generally accepted accounting
principles.  In the opinion of management,  all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been  included  and all such  adjustments  (other  than  those  relating  to the
Reorganization) are of a normal recurring nature.

Operating  results for the quarter  ended March 31,  2000,  are not  necessarily
indicative  of the  results  that can be  expected  for the year ending June 30,
2000.


                                       3
<PAGE>

                          VIRTUAL WORLD OF SPORTS, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                 March 31, 2000

                      (Unaudited - Prepared by Management)
<TABLE>
<CAPTION>

                                                                        MARCH 31, 2000
                                                                       ------------------
<S>                                                                             <C>
                                     ASSETS

CURRENT ASSETS

     Cash                                                                          16,292
     Stockholder advances                                              $            6,031
                                                                       ------------------
                                                                                   22,323

Property and equipment, net                                                        28,218

Deferred tax asset, net of valuation allowance                                         --
                                                                       ------------------

                                                                       $           50,541
                                                                       ==================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

     Accounts payable and accrued liabilities                          $           85,710
     Royalty payable to related party                                              77,239
     Notes payable                                                                200,000
                                                                       ------------------
                                                                                  362,949

Commitments and Contingencies

STOCKHOLDERS' DEFICIT

     Common stock, $.001 par value; 20,000,000 shares
       authorized; 13,255,800 shares
       issued and outstanding                                                      13,256
     Additional paid-in capital                                                   389,324
     Deficit accumulated during development stage                                (714,988)
                                                                       ------------------
                                                                                 (312,408)
                                                                       ------------------

                                                                       $           50,541
                                                                       ==================
</TABLE>


                                       4
<PAGE>

                            STATEMENTS OF OPERATIONS

            For the quarter ended March 31, 2000, and for period from
          October 29, 1999 (Date of Inception) through March 31, 2000

                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>
                                                                                         OCTOBER 29, 1999
                                                                                            (INCEPTION)
                                                                      QUARTER ENDED        THROUGH MARCH
                                                                     MARCH 31, 2000          31, 2000
                                                                    ---------------      ----------------
<S>                                                                 <C>                  <C>
REVENUES                                                            $            --      $             --

OPERATING COSTS AND EXPENSES
     Royalties expense to related party                                     350,000               580,000
     Other                                                                  131,542               134,988
                                                                    ---------------      ----------------
                                                                            481,542               714,988
                                                                    ---------------      ----------------

LOSS FROM OPERATIONS                                                       (481,542)             (714,988)

INCOME TAXES
     Income tax benefit                                                     142,000               221,000
     Less valuation allowance                                              (142,000)             (221,000)
                                                                    ---------------      ----------------

NET LOSS                                                            $      (481,542)     $       (714,988)
                                                                    ===============      ================

LOSS PER SHARE - BASIC AND DILUTED                                  $         (0.04)     $          (0.06)
                                                                    ===============      ================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                     13,037,751            13,083,980
                                                                    ===============      ================
</TABLE>


                                       5
<PAGE>

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

            For the period from October 29, 1999 (Date of Inception)
                             through March 31, 2000

                      (Unaudited - Prepared by Management)


<TABLE>
<CAPTION>

                                                                                                       Deficit
                                                          Common Stock              Additional    Accumulated During        Total
                                               ---------------------------------     Paid-In         Development       Stockholders'
                                                  Shares                Amount       Capital           Stage               Deficit
                                               -----------           -----------   ------------  -------------------- --------------
<S>                                            <C>                  <C>              <C>             <C>                 <C>
BALANCE - OCTOBER 29, 1999 (INCEPTION)                  --          $        --      $       --      $       --          $      --
Common stock issued in formation for cash at par    77,700                   78               2              --                 80
Common stock issued for cash at $1.25
  per share, net of issuance costs of $10,000       88,000                   88          99,912              --            100,000
Net loss                                                --                   --             --         (233,446)          (233,446)
                                               -----------           -----------    -----------      ----------          ---------
BALANCE - DECEMBER 31, 1999                        165,700                  166          99,914        (233,446)          (133,366)
Common stock issued in connection with
  reorganization                                12,872,300               12,872         (12,872)             --                 --
Common stock issued for cash at $1.25
  per share, net of issuance costs of $6,000        52,800                   53          59,947              --             60,000
Common stock issued for cash at $1.75
  per share, net of issuance costs or $46,250      165,000                  165         242,335              --            242,500
Net loss                                                --                   --              --        (481,542)          (481,542)
                                               -----------           -----------    -----------      ----------          ---------

BALANCE - MARCH 31, 2000                       13,255,800            $    13,256    $   389,324      $ (714,988)         $(312,408)
                                               ===========           ===========    ===========      ==========          =========
</TABLE>


                                       6
<PAGE>

                            STATEMENTS OF CASH FLOWS

          For the quarter ended March 31, 2000, for the quarter ended
                       March 31, 1999 and for period from
           October 29, 1999 (Date of Inception) through March 31, 2000

                      (Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
                                                                                         OCTOBER 29, 1999
                                                                                            (INCEPTION)
                                                                 QUARTER ENDED                THROUGH
                                                                MARCH 31, 2000             MARCH 31, 2000
                                                              ------------------         ------------------
<S>                                                           <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                     $         (481,542)         $      (714,988)
Adjustments to reconcile net loss to net cash used in
     Depreciation expense                                                   694                      694
     Changes in operating assets and liabilities:
         Stockholder advances                                            (6,031)                  (6,031)
         Accounts payable and accrued liabilities                        82,264                   85,710
         Royalties payable to related party                             (52,761)                  77,239
                                                              ------------------         ------------------
NET CASH USED IN OPERATING ACTIVITIES                                  (457,376)                (557,376)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment                                   (28,912)                 (28,912)
                                                              ------------------         ------------------
NET CASH USED IN INVESTING ACTIVITIES                                   (28,912)                 (28,912)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net                                           302,500                  402,580
Notes payable                                                           200,000                  200,000
                                                              ------------------         ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                               502,500                  602,580
                                                              ------------------         ------------------

NET INCREASE IN CASH                                                     16,212                   16,292

CASH - beginning of period                                                   80                       --
                                                              ------------------         ------------------

CASH - end of period                                          $          16,292          $        16,292
                                                              ==================         ==================


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES

Issuance of common stock in connection with reorganization    $          12,872          $        12,872
                                                              ==================         ==================
</TABLE>

                                       7

<PAGE>


                          VIRTUAL WORLD OF SPORTS, INC.
                         (FORMERLY COMPSPORTS USA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

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

1. NATURE OF BUSINESS AND REORGANIZATION

Compsports USA, Inc. (the "Company") was  incorporated in the State of Nevada on
October 29, 1999  ("inception")  and has elected a June 30 fiscal year end.  The
Company is in the development  and enhancement  stage of becoming an operator of
on-line golf and other sports games on the Internet.

The Company is classified as a development  stage  enterprise  under  accounting
principles  generally  accepted  in the  United  States  ("GAAP"),  and  has not
commenced its planned principal operations to generate revenues.

REORGANIZATION

On February 3, 2000, Accord Ventures,  Inc. a Nevada corporation  ("ACVN"),  and
the Company  entered into an Agreement and Plan of  Reorganization  (the "Plan")
structured to result in ACVN's  acquisition of all of the outstanding  shares of
the  Company's  common  stock (the  "Reorganization").  The  Reorganization  was
intended to qualify as a tax-free transaction under Section 368 (a)(1)(B) of the
1986 Internal  Revenue Code, as amended.  Under the Plan's terms,  the Company's
former  stockholders  (1)  received 100 shares of ACVN common stock for each one
share of the  Company  and (2)  acquired  approximately  60% of the  outstanding
common stock of ACVN. In connection with the  Reorganization,  ACVN redeemed 4.5
million  shares of common stock owned by its officers and  directors in exchange
for certain mineral lease rights.

On March 15, 2000, the Company  completed the  Reorganization by entering into a
reverse merger through a tax-free  reorganization  with ACVN, a publicly  traded
"shell"  company,  whereby all of the  Company's  outstanding  common  stock was
acquired by ACVN. The Company was  previously a privately held company,  with no
public market for its stock.

Management has accounted for the  Reorganization  as a capital stock transaction
(as opposed to a "business  combination,"  as that term is otherwise  defined by
GAAP).  Accordingly,  the Reorganization has been reported as a recapitalization
of the Company,  which is  considered  the acquirer for  accounting  purposes (a
reverse acquisition). Through its former stockholders, the Company is deemed the
acquirer for accounting  purposes because of (a) its majority ownership of ACVN,
(b)  its  representation  on  ACVN's  board  of  directors,  and  (c)  executive
management  positions  held by former  officers of  Compsports  USA,  Inc.,  the
predecessor entity.

There are certain  restrictions  on the sale or other  transfer of the Company's
common stock issued under the Plan. Such stock,  generally  referred to as "Rule
144 stock," was not registered under the Securities Act of 1933, as amended (the
"Act"), in reliance upon

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

                                      8

<PAGE>

                          VIRTUAL WORLD OF SPORTS, INC.
                         (FORMERLY COMPSPORTS USA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

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

1. NATURE OF BUSINESS AND REORGANIZATION (continued)

REORGANIZATION (continued)

an exemption from its  registration  requirements.  Each exchanging  stockholder
agreed to (1) acquire such stock for his/her own account, and (2) hold the stock
for investment purposes only. In addition, the stock certificates must contain a
legend documenting these  restrictions,  and the legend requires the stockholder
to obtain a legal  opinion  that any proposed  sale is exempt from  registration
under the Act.

ACVN was  incorporated  in September 1999 and was a development  stage entity on
March 15, 2000. ACVN had immaterial assets and liabilities as of March 15, 2000,
and has not earned any revenues since inception.

As of June 27, 2000, the former  stockholders of the Company owned approximately
60% of the 12.95 million post-Reorganization shares of ACVN's outstanding common
stock.  Such shares are restricted  securities under Federal law; except for any
stockholders who are deemed to be statutory underwriters, such shares will begin
to become available for sale (under certain conditions, and subject to statutory
limitations) after March 15, 2001.

The historical  accumulated  deficit of the Company has been carried  forward to
the  post-acquisition  period;  no goodwill  has been  recorded.  Reorganization
transaction costs such as legal fees have been expensed as incurred.

Because the accompanying unaudited March 31, 2000 balance sheet is subsequent to
the  Reorganization's  closing  date and the  results of ACVN's  operations  are
immaterial  to  the  Company's   financial   statements,   pro  forma  financial
information  as if the  Reorganization  had  occurred on January 1, 2000 has not
been presented.

On March 15, 2000, the Company changed its name to Virtual World of Sports, Inc.
The Company's  common stock is quoted on the OTC Bulletin  Board of the National
Association of Securities Dealers under the symbol "VWOS."

REGULATORY MATTERS

The Company has engaged  legal counsel to determine  whether its on-line  sports
games could be considered gaming activities. Neither a gaming commission nor any
other regulatory agency has made a determination as to the classification of the
Company's  activities.  The Company's viability is dependent upon its non-gaming
classification.  Management  considers  its  games to be games of skill  and not
subject to casino type gambling regulations.

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

                                       9

<PAGE>

                          VIRTUAL WORLD OF SPORTS, INC.
                         (FORMERLY COMPSPORTS USA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

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

1. NATURE OF BUSINESS AND REORGANIZATION (continued)

MARCH 31, 2000 BASIS OF PRESENTATION

In the opinion of management,  all adjustments  considered  necessary for a fair
presentation  of the  financial  position  at March 31,  2000 and the results of
operations  for the  quarter  then  ended  have  been  included,  and  all  such
adjustments  (other than those relating to the  Reorganization)  are of a normal
recurring nature. The results of operations for the quarter ended March 31, 2000
are not necessarily indicative of the operating results that can be expected for
the year ending June 31, 2000.

DIVIDENDS

In the first  quarter  of 2000,  the  Company's  Board of  Directors  approved a
resolution to pay dividends equal to 33% of net income.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant  accounting  policies  presented below is designed to
assist in  understanding  the Company's  financial  statements.  Such  financial
statements and accompanying notes are the representations of Company management,
who is  responsible  for  their  integrity  and  objectivity.  These  accounting
policies conform to GAAP in all material  respects,  and have been  consistently
applied in preparing the accompanying financial statements.

USE OF ESTIMATES

Management uses estimates and assumptions in preparing  financial  statements in
accordance with GAAP. Such estimates and assumptions affect the reported amounts
of certain assets and liabilities, disclosures relating to any contingent assets
and liabilities,  and reported amounts of certain expenses. Actual results could
materially differ from the estimates used to prepare the accompanying  financial
statements in the near term.

INCOME TAXES

Using the  liability  method  required  by  Statement  of  Financial  Accounting
Standards No. 109,  "Accounting for Income Taxes,"  the estimated tax effects of
temporary differences between financial and income tax reporting are recorded in
the period in which the events occur. Such differences between the financial and
tax bases of assets and  liabilities  result in future tax deductions or taxable
income.

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

                                     10

<PAGE>

                          VIRTUAL WORLD OF SPORTS, INC.
                         (FORMERLY COMPSPORTS USA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

LOSS PER SHARE

Loss per common and common  equivalent  share is based on the  weighted  average
number of shares of common stock and potential common stock  outstanding  during
the period in accordance  with Statement of Financial  Accounting  Standards No.
128, "Earnings per Share."

3. COMMON STOCK

As of June 27, 2000, all of the Company's  former  stockholders had executed the
agreement to exchange their Company shares for ACVN stock in connection with the
Reorganization described in Note 1. Thus, although such ACVN shares had not been
issued by the transfer agent as of March 31, 2000,  such stock has been reported
as issued and outstanding  common stock in the accompanying  unaudited March 31,
2000 balance sheet.

4. ROYALTY AGREEMENT

In November  1999,  the Company  entered into an exclusive  worldwide  licensing
agreement with Compsports PTY LTD, an Australian corporation, owned by a Company
officer who is also the Company's majority stockholder, for the Company's gaming
technology.  The Company is required to pay  royalties  amounting to 3.5% of all
net  revenues  derived from the licensed  technology  with minimum  royalties of
$230,000 for 1999 and $350,000 per quarter thereafter,  calculated on a calendar
quarterly basis until October 2024.

Under the  licensing  agreement,  Compsports  PTY LTD is required to provide all
maintenance, service, and operational support for running the Company's computer
network,  which includes the costs of  maintaining  adequate staff in the United
States.  During the quarter ended March 31, 2000, the Company  incurred and paid
costs on behalf of Compsports PTY LTD,  $180,761 to maintain staff in the United
States.  Such amount has been netted against royalty payable in the accompanying
March 31, 2000 balance sheet.

The gaming technology licensed under this agreement has not been patented.

Because Compsports PTY LTD and the Company have commonality of ownership and are
under common management control,  reported operating results and/or the reported
financial  position of the Company  could  significantly  differ from what would
have been obtained if such entities were autonomous.

--------------------------------------------------------------------------------
                                       11

<PAGE>

                          VIRTUAL WORLD OF SPORTS, INC.
                         (FORMERLY COMPSPORTS USA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

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

5. INCOME TAXES

At March 31,  2000,  the  Company  had a  deferred  tax  asset of  approximately
$221,000.  The Company recorded a 100% valuation allowance against this deferred
tax asset resulting in no net effect in the accompanying  financial  statements.
This  deferred  tax asset  arose  primarily  from (a) the use of  accrual  basis
accounting for financial reporting purposes and cash basis accounting for income
tax reporting purposes and (b) NOL carryforwards.

6. GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the ordinary course of business.  For the period from October 29,
1999  (inception)  through  March  31,  2000,  the  Company  incurred  losses of
approximately $715,000 and had negative cash flow from operations.

Such  factors  indicate  that the  Company  may be unable to continue as a going
concern for a reasonable period of time.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability of assets that might be necessary should the Company be unable to
continue as a going concern.  The Company's  continuation  as a going concern is
dependent upon its ability to generate  sufficient revenue and related cash flow
to meet its obligations on a timely basis and/or to obtain additional  financing
as may be  required,  and  ultimately  to attain  profitability.  The Company is
presently  pursuing  additional  equity  financing  and is in  discussions  with
potential investors.

7. NOTES PAYABLE

In March 2000, the Company issued an unsecured note payable to a stockholder for
$200,000. Principal and interest at 10% per annum is due on October 15, 2000.

In June 2000, the Company issued an unsecured note payable to a stockholder  for
$145,000. Principal and interest at 10% per annum is due December 25, 2000.

--------------------------------------------------------------------------------
                                       12

<PAGE>

                          VIRTUAL WORLD OF SPORTS, INC.
                         (FORMERLY COMPSPORTS USA, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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

8. PRIVATE OFFERING OF COMMON STOCK

In February  2000,  the Company issued a private  placement  memorandum  ("PPM")
offering a maximum of 2,375,000  shares of restricted  common stock at $4.00 per
share.  If such  offering  had been fully  subscribed,  the  Company  would have
received  net 8.  proceeds of  $8,600,000  (after  estimated  issuance  costs of
$900,000).  The PPM provided that gross proceeds of at least  $2,000,000 must be
received  before any funds could be released (from an escrow  account  managed b
legal counsel) for the Company's use.

The Company received a total of approximately  $200,000 from the above offering.
Because of the investor's  willingness to accept the increased risks  associated
with an investment in the Company under these circumstances,  such investors and
the Company  executed  amended  subscription  agreements  in April  2000.  These
agreements  resulted in the issuance of 88,890 shares of common stock at a price
of $2.25 per share (a 25%  discount  from the then  current  market price of the
Company's common stock).

9. SUBSEQUENT EVENTS

SPONSORSHIP AGREEMENT

In  April  2000,  the  Company   entered  into  a  sponsorship   agreement  (the
"Agreement") in which it acquired the title sponsorship rights to the Australian
Ladies Masters Golf Tournament (the  "Tournament") for the years 2001-2003.  The
agreement  stipulates  that the Company  establish  three  irrevocable  stand-by
letters of credit in the total amount of $5,400,000.  Payments are due beginning
September  2000 and  continuing  until  February  2003.  The Company also has an
option to extend the Agreement for an additional  three years at a total cost of
$6,300,000. This agreement is governed by the laws of Queensland, Australia.

The Company has not obtained the required letters of credit as of June 27, 2000,
and is currently in negotiations with the Tournament regarding the payment under
the letters of credit.

ISSUANCE OF COMMON STOCK

On May 2,  2000,  the  Company  issued  250,000  shares of its  common  stock in
exchange  for  consulting  services.  On this  date,  the  market  price  of the
Company's common stock as quoted on the OTC Bulletin Board was $2.50.

DIVIDENDS

In the first  quarter  of 2000,  the  Company's  Board of  Directors  approved a
resolution to pay dividends equal to 33% of net income.

STOCK OPTION PLAN

Effective  February 15, 2000, the Company  adopted a  compensatory  stock option
plan (the "Plan") which permits the issuance of nonstatutory stock options for a
maximum  of 15 million  shares.  Such  options  are not  intended  to qualify as
"incentive  stock options" as defined by the Internal Revenue Code. The exercise
price of such stock options shall be determined by the Company;  and the options
will vest over a maximum period of three years. As of June 27, 2000, the Company
had not granted any options under the Plan, which expires in February 2003.


--------------------------------------------------------------------------------
                                       13

<PAGE>

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

       ITEM 2. PLAN OF OPERATIONS

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

Prior to November  1999,  the Company's  management  planned to develop  mineral
properties,  including a mining property in Semple Township,  Timmons,  Ontario,
Canada owned by the Company (the "Semple Property").

On November  30,  1999,  the Company  entered into a letter of intent to acquire
CompSports USA, Inc. ("CompSports"), in LaJolla, California, in consideration of
the  issuance of  7,770,000  shares of common stock of the Company in a tax-free
reorganization (the "Reorganization"). The Reorganization was completed on March
15,  2000.  As a  result  of the  Reorganization,  the  former  shareholders  of
CompSports  own an  aggregate  of  approximately  60% of the common stock of the
Company.  Effective February 9, 2000, Allen Wilson, David Zosiak, and Paul Berry
resigned  as officers  and  directors  of the  Company and Troy B. Davis,  Peter
Johnson,  and Gene Klawetter of CompSports  were elected as their  replacements.
Mr. Davis was appointed  CEO of the Company at the same time.  In May 2000,  Mr.
Klawetter resigned as a member of the Board of Directors of the Company.

As a part of the  Reorganization,  the  former  officers  and  directors  of the
Company agreed to the  cancellation  of 4,500,000  shares of common stock of the
Company held by them in  consideration  of the transfer to them of all ownership
rights to the Semple Property.

The  Company's  current  plan of business is to continue  the  development  of a
technology-based,  e-commerce platform for home-based interactive games that was
being  developed by CompSports  under license from CompSports Pty, an Australian
company owned by affiliates of the Company (the "Licensee").

The Company has the rights to introduce an on-line golf membership club in North
America  that will offer  online  golf  tournaments  to its  members in a format
similar to golf tournaments  sponsored by professional golf associations such as
the Professional Golf Association.  Under this on-line format, participants will
play in scheduled on-line golf events that simulate live golf tournaments.

The Company expects to launch a North American tournament as the first scheduled
event slated to commence in the fourth quarter of calendar year 2000.

Liquidity and Capital Resources

Continuation  of the  Company's  business as a going  concern is dependent  upon
obtaining  additional capital.  The Company intends to obtain additional capital
through a private  placement  of its  common  stock.  Until  financing  has been
arranged  it is the  intention  of the  Company to pay for its  expenses  of the
Company from the proceeds of short-term loans.

Results of Operations

The Company has had no significant  operations during this reporting period; its
activities  have been limited to on-going  development of the business model for
its anticipated on-line golf tournaments.


                                       14
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                            VIRTUAL WORLD OF SPORTS, INC.
                                           (Registrant)



June 30, 2000                   /s/  "Troy B. Davis"
-----------------------------   -----------------------------------------
                                Troy B. Davis, Chief Executive Officer,
                                Principal Financial Officer, and Director