UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-Q

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


(Mark one)
    XX          QUARTERLY  REPORT  UNDER  SECTION  13 OR 15(d) OF THE SECURITIES
---------       EXCHANGE ACT OF 1934

                      For the quarterly period ended June 30, 2000

                TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
---------       OF 1934

                      For the transition period from ____________ to ___________

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


                       Commission File Number: 33-40848-A
                                               ----------

                        WorldWideWeb Institute.com, Inc.
        (Exact name of small business issuer as specified in its charter)

          Florida                                               65-0260247
-----------------------------                           ------------------------
  (State of incorporation)                              (IRS Employer ID Number)

                 6245 N. W. 9th Avenue, Ft. Lauderdale FL 33309
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (954) 776-8444
                                 --------------
                           (Issuer's telephone number)



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


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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: August 14, 2000: 9,778,850
                                          --------------------------

Transitional Small Business Disclosure Format (check one):   YES    NO X
                                                                ---   ---



<PAGE>

                        WorldWideWeb Institute.com, Inc.

                  Form 10-Q for the Quarter ended June 30, 2000

                                Table of Contents


                                                                           Page
                                                                           ----
Part I - Financial Information

  Item 1   Financial Statements                                              3

  Item 2   Management's Discussion and Analysis or Plan of Operation        26


Part II - Other Information

  Item 1   Legal Proceedings                                                28

  Item 2   Changes in Securities                                            28

  Item 3   Defaults Upon Senior Securities                                  29

  Item 4   Submission of Matters to a Vote of Security Holders              29

  Item 5   Other Information                                                29

  Item 6   Exhibits and Reports on Form 8-K                                 29


Signatures                                                                  29





                                                                               2

<PAGE>

S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants

Item 1 - Part 1 - Financial Statements


                           Accountant's Review Report
                           --------------------------

Board of Directors and Shareholders
WorldWideWeb Institute.com, Inc.

We have reviewed the  accompanying  consolidated  balance sheets of WorldWideWeb
Institute.com, Inc. (a Florida corporation) and Subsidiaries as of June 30, 2000
and the  accompanying  consolidated  statements of operations and  comprehensive
income and consolidated statements of cash flows for the three months ended June
30, 2000.  These  consolidated  financial  statements are prepared in accordance
with the  instructions  for Form  10-Q,  as issued by the U. S.  Securities  and
Exchange   Commission,   and  are  the  sole  responsibility  of  the  Company's
management.

The  accompanying  balance sheet  information as of March 31, 2000 was extracted
from the Company's  Annual Report on Form 10-K and was accompanied by our Report
of  Independent  Certified  Public  Accountants  dated  June 26,  2000.  We have
performed no further audit procedures since that date.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression on an opinion regarding the consolidated  financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements for them to be in
conformity with generally accepted accounting principles.



                                                             S. W. HATFIELD, CPA
Dallas, Texas
August 14, 2000 (except for Note A
   as to which the date is August 18, 2000)






P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com
                                        3

<PAGE>

<TABLE>

<CAPTION>

                        WorldWideWeb Institute.com, Inc.
                           Consolidated Balance Sheets
                        June 30, 2000 and March 31, 2000


                                                        (Unaudited)      (Audited)
                                                          June 30,        March 31,
                                                            2000            2000
                                                       ------------    ------------
<S>                                                    <C>             <C>
                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                            $  3,782,413    $  7,896,072
   Accounts receivable, net of allowance for
     doubtful accounts of $-0-, respectively
       Trade                                                 99,535            --
       Refundable income taxes                              102,280         102,280
       Officers and shareholders                             80,531            --
       Other                                                 21,114          23,660
   Prepaid and other expenses                                30,807          16,579
                                                       ------------    ------------

     Total current assets                                 4,116,680       8,038,591
                                                       ------------    ------------


Property and equipment - at cost
   Computer equipment                                       832,397         706,560
   Office equipment, furnishings and other                  227,338         210,576
                                                       ------------    ------------
                                                          1,059,735         917,136
   Accumulated depreciation                                (272,112)       (199,998)
                                                       ------------    ------------

     Net property and equipment                             787,623         717,138
                                                       ------------    ------------


Other Assets
   Due from related parties                                 170,882         579,463
   Note receivable                                           21,691          21,691
   Software license                                         162,523          58,983
   Investments in other entities                          1,377,313       2,274,921
   Marketing and customer lists,
     net of accumulated amortization of
     approximately $38,483 and $20,796, respectively      1,266,936         395,135
   Deferred offering costs                                   18,035          18,035
   Other                                                      8,287           8,287
                                                       ------------    ------------

     Total other assets                                   3,025,667       3,356,515
                                                       ------------    ------------

Total Assets                                           $  7,929,970    $ 12,112,244
                                                       ============    ============

</TABLE>

                                  - Continued -


The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report.  The  accompanying  notes are an integral part of these financial
statements.
                                                                               4

<PAGE>

<TABLE>

<CAPTION>

                        WorldWideWeb Institute.com, Inc.
                     Consolidated Balance Sheets - Continued
                        June 30, 2000 and March 31, 2000


                                                            (Unaudited)      (Audited)
                                                              June 30,        March 31,
                                                                2000            2000
                                                           ------------    ------------
<S>                                                        <C>             <C>
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities
   Accounts payable - trade                                $    105,837    $    292,728
   Other accrued liabilities                                    274,842         163,054
   Income taxes payable                                            --              --
   Deferred revenues                                            419,117         347,389
   Due to officer/shareholder                                      --           274,163
                                                           ------------    ------------

     Total current liabilities                                  799,796       1,077,334
                                                           ------------    ------------


Commitments and Contingencies


Shareholders' Equity
   Preferred stock - $0.001 par value
     2,000,000 shares authorized
       Series A - $1,000 stated value
       11,200 shares allocated, issued and outstanding       11,200,000      11,200,000
   Common stock - $0.001 par value                           50,000,000
     shares authorized.  9,778,850 and 9,769,450
     issued and outstanding, respectively                         9,779           9,769
   Additional paid-in capital                                 2,992,849       2,971,958
   Foreign currency translation adjustment                      (81,915)        (58,958)
   Accumulated deficit                                       (6,989,639)     (3,086,959)
                                                           ------------    ------------
                                                              7,131,074      11,035,810
   Stock subscription receivable                                   (900)           (900)
                                                           ------------    ------------

     Total shareholders' equity                               7,130,174      11,034,910
                                                           ------------    ------------

Total Liabilities and Shareholders' Equity                 $  7,929,970    $ 12,112,244
                                                           ============    ============

</TABLE>



The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report.  The  accompanying  notes are an integral part of these financial
statements.
                                                                               5

<PAGE>

<TABLE>

<CAPTION>

                        WorldWideWeb Institute.com, Inc.
         Consolidated Statements of Operations and Comprehensive Income
                    Three months ended June 30, 2000 and 1999

                                   (Unaudited)

                                                       Three months   Three months
                                                           ended          ended
                                                         June 30,       June 30,
                                                           2000           1999
                                                       -----------    -----------
<S>                                                    <C>            <C>
Revenues
   Domestic                                            $   462,643    $ 1,745,794
   Foreign                                                 263,358        336,759
                                                       -----------    -----------
     Total revenues                                        726,001      2,082,553

Cost of Sales, including depreciation
   expenses of approximately $18,659
   and 4,944, respectively                                 511,224        435,696
                                                       -----------    -----------

Gross Profit                                               214,777      1,646,857
                                                       -----------    -----------

Operating Expenses
   Selling expenses                                        684,419        865,439
     Amortization of marketing lists                        17,687           --
   General and administrative expenses                   1,590,832        743,422
   Research and development expenses                          --           67,980
   Depreciation                                             43,146         23,410
                                                       -----------    -----------
     Total operating expenses                            2,336,084      1,700,251
                                                       -----------    -----------

Income (Loss) from operations                           (2,121,307)       (53,394)

Other income (expense)
   Interest and other                                      (13,125)          --
   Lawsuit settlement                                         --          (20,000)
   Forgiveness of accrued compensation                        --          550,000
   Abandonment of investments in other entities         (1,768,248)          --
                                                       -----------    -----------

Income (Loss) before provision for income taxes         (3,902,680)       476,606

Provision for income taxes                                    --         (117,000)
                                                       -----------    -----------

Net Income (Loss)                                       (3,902,680)       359,606

Other comprehensive income (expense)
   Change in foreign currency translation adjustment          --             --
                                                       -----------    -----------

Comprehensive Income (Loss)                            $(3,902,680)   $   359,606
                                                       ===========    ===========

Income (Loss) per share of common stock outstanding,
   computed on net loss - basic and fully diluted      $     (0.40)   $      0.05
                                                       ===========    ===========

Weighted-average number of shares outstanding            9,775,676      7,641,250
                                                       ===========    ===========

</TABLE>

The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report.  The  accompanying  notes are an integral part of these financial
statements.
                                                                               6

<PAGE>

<TABLE>

<CAPTION>

                        WorldWideWeb Institute.com, Inc.
                      Consolidated Statements of Cash Flows
                    Three months ended June 30, 2000 and 1999

                                   (Unaudited)

                                                                    Three months   Three months
                                                                       ended          ended
                                                                      June 30,       June 30,
                                                                        2000           1999
                                                                    -----------    -----------
<S>                                                                 <C>            <C>
Cash Flows from Operating Activities
   Net income (loss)                                                $(3,902,680)   $   359,606
   Adjustments to reconcile net income to net cash
     provided by operating activities
       Depreciation and amortization                                     79,492         28,354
       Unrealized foreign currency translation adjustment               (12,648)       (58,362)
       Common stock issued for consulting fees                             --           18,000
       Lawsuit settlement paid with transfer of assets                     --           20,000
       Forgiveness of accrued compensation on employment contract          --         (550,000)
       Abandonment of investments in other entities                   1,768,248           --
       (Increase) Decrease in
         Accounts receivable - trade and other                          (96,989)       (97,891)
         Prepaid expenses and other                                     (14,228)        58,010
       Increase (Decrease) in
         Accounts payable                                              (186,980)        36,261
         Other accrued liabilities                                      111,788         72,080
         Due to former officer/shareholder                                 --             --
         Income taxes payable                                              --          117,000
         Deferred revenues                                               71,728         52,644
                                                                    -----------    -----------
     Net cash provided by operating activities                       (2,182,179)        55,702
                                                                    -----------    -----------

Cash Flows from Investing Activities
   Cash paid for marketing and customer lists                          (889,488)          --
   Cash invested in other entities                                     (565,599)      (185,599)
   Purchase of property and equipment                                  (142,599)      (143,147)
                                                                    -----------    -----------
     Net cash used in investing activities                           (1,597,686)      (328,746)
                                                                    -----------    -----------

Cash Flows from Financing Activities
   Cash acquired in acquisition of Canadian subsidiary                     --          131,529
   Cash proceeds from note payable                                         --          100,000
   Cash advanced by (to) officers and shareholders                     (354,694)          --
   Cash received on sale of common stock                                 20,900           --
   Payments on capital lease payable                                       --           (1,379)
                                                                    -----------    -----------
     Net cash used in financing activities                             (333,794)       230,150
                                                                    -----------    -----------

Increase in Cash and Cash Equivalents                                (4,113,659)       (42,634)

Cash and cash equivalents at beginning of period                      7,896,072        216,159
                                                                    -----------    -----------

Cash and cash equivalents at end of period                          $ 3,782,413    $   173,525
                                                                    ===========    ===========

</TABLE>

                                  - Continued -

The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report.  The  accompanying  notes are an integral part of these financial
statements.
                                                                               7

<PAGE>

<TABLE>

<CAPTION>

                        WorldWideWeb Institute.com, Inc.
                Consolidated Statements of Cash Flows - Continued
                    Three months ended June 30, 2000 and 1999

                                   (Unaudited)

                                                                        Three months  Three months
                                                                           ended         ended
                                                                          June 30,      June 30,
                                                                            2000          1999
                                                                        -----------   -----------
<S>                                                                     <C>           <C>
Supplemental Disclosures of Interest and Income Taxes Paid
   Interest paid during the period                                      $    13,125   $      --
                                                                        ===========   ===========
   Income taxes paid (refunded)                                         $      --     $      --
                                                                        ===========   ===========

Supplemental Disclosure of Non-Cash
   Investing and Financing Activities
     Settlement of lawsuit with transfer of a patent                    $      --     $    20,000
                                                                        ===========   ===========


</TABLE>










The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  See  Accountant's
Review Report.  The  accompanying  notes are an integral part of these financial
statements.
                                                                               8

<PAGE>

                        WorldWideWeb Institute.com, Inc.

                   Notes to Consolidated Financial Statements


Note A - Basis of Presentation

WorldWideWeb  Institute.com,  Inc. (Company) was incorporated on May 29, 1990 as
Interamerican Pharmaceutical Corporation under the laws of the State of Florida.
The Company  changed its name to Spectrum  Pharmaceutical  Corporation  in April
1991.  The  Company  was  originally  formed to engage  in the  development  and
marketing  of  certain  products   utilizing  the  chemical   compound  procaine
hydrochloride  for the treatment of tinnitus,  certain  symptoms of  Alzheimer's
Disease and cocaine  addiction.  The Company was assigned a patent  covering its
products for the specifically  named  conditions and diseases.  These operations
were not successful and abandoned in prior years.

On June 29, 1999, as filed on July 30, 1999, the Company amended its Articles of
Incorporation  to issue up to  50,000,000  shares of $0.00001  par value  Common
Stock  and to  effect  a one (1) for  ten  (10)  reverse  stock  split,  with no
fractional  shares being issued.  The Company also changed its corporate name to
WorldWideWeb Institute.com, Inc.

On March 28, 2000, as filed in April 2000,  the Company  amended its Articles of
Incorporation  to authorize the issuance of up to 2,000,000 shares of $0.001 par
value  Preferred  stock and to change  the par value of its  Common  Stock  from
$0.00001 to $0.001 per share. Concurrent with this Amendment,  the Company filed
a Certificate of  Designations,  Preferences  and Rights to designate a Series A
Convertible  Preferred Stock  consisting of 11,200 shares with a stated value of
$1,000 per share.

All issued  and  outstanding  share  amounts  in the  accompanying  consolidated
financial  statements  have been  restated  to reflect the effect of the reverse
stock split and accompanying  changes in the par value of Common Stock as of the
first day of the first period presented.

On  July  2,  1999,  the  Company  issued  approximately   5,025,000  shares  of
post-reverse  split stock to acquire 100% of the issued and outstanding stock of
WorldWideWeb   Institute,   Inc.  (a  privately   owned  Florida   corporation).
WorldWideWeb Institute,  Inc. then became a wholly-owned operating subsidiary of
the Company.

A change in control of the Company and the simultaneous July 2, 1999 acquisition
of  WorldWideWeb  Institute,   Inc.  shared  common  ownership  and  management.
Accordingly, the acquisition was accounted for pursuant to Interpretation #39 of
Accounting Principles Board Opinion # 16, "Business  Combinations",  whereby the
combination   of  entities   under  common  control  are  accounted  for  on  an
"as-if-pooled"  basis. The combined financial  statements of the Company and its
wholly-owned  subsidiary  became  the  historical  financial  statements  of the
Company as of the first day of the first period presented.

In the first quarter of Calendar 2000, the Company acquired 100.0% of the issued
and  outstanding  common stock of WorldWideWeb  Institute.com,  Ltd., a Canadian
corporation.   The  Company   and/or  it's  Florida   subsidiary   had  provided
significantly  all of the necessary  working capital for the Canadian  operation
and the Florida subsidiary had owned approximately 20.0% of this operation since
its 1999  inception.  Accordingly,  the acquisition of this entity was accounted
for on an  "as-if-pooled"  basis due to the common control of this operation and
the related domestic entities.

Both   subsidiaries,   WorldWideWeb   Institute.com,   Inc.   and   WorldWideWeb
Institute.com,  Ltd., are in the business of developing, maintaining and hosting
internet  web sites for  unrelated  third  party  consumers.  Additionally,  the
Company is in the business of developing,  licensing  and/or  leasing  marketing
lists,  based on  either  facsimile  machine  telephone  numbers  and/or  e-mail
addresses, to other unrelated third party customers.


                                                                               9

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note A - Basis of Presentation - Continued

On July 11,  2000,  the  Company  signed a letter of intent to merge with SkyBiz
International,  Ltd., a  privately-  owned  Hamilton  Bermuda  corporation  with
operations in Tulsa  Oklahoma.  SkyBiz  International  Ltd is in the business of
worldwide sales of web sites to first time users, home-based businesses and many
other  customers in more than 180  countries.  On August 18,  2000,  the Company
discontinued merger discussions with SkyBiz International, Ltd.

During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the U. S. Securities and Exchange  Commission.
The information  presented  herein may not include all  disclosures  required by
generally accepted accounting  principles and the users of financial information
provided for interim  periods should refer to the annual  financial  information
and footnotes  contained in its Annual Report Pursuant to Section 13 or 15(d) of
The  Securities  Exchange Act of 1934 on Form 10-KSB when  reviewing the interim
financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented.  The  current  period  results  of  operations  are  not  necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending March 31, 2001.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

During the years ended March 31, 2000 and 1999, and subsequent  periods thereto,
respectively,  the  Company  has a  concentration  of  revenues  related  to the
production,  maintenance  and hosting of internet web sites for unrelated  third
parties.   In  the  event  of   technological   changes,   hosting  mediums  and
international  network  connections;  the  Company  may be at risk for a loss of
revenues  in  future  periods,  which  could  have a  detrimental  effect on the
Company's operations. Management is cognizant of the rapid changes in technology
for the  Internet  and is  instituting  operational  changes to offset,  if any,
negative  impact to its  revenues as a result of  technology,  hosting or access
technologies.


Note B - Summary of Significant Accounting Policies

1.   Cash and cash equivalents and Currency translations
     ---------------------------------------------------

     The Company and its operating  subsidiaries maintain funds in United States
     and/or  Canadian  financial  institutions  in either  US  dollar  (US$) and
     Canadian dollar (CN$)  transaction  accounts.  All  transactions of foreign
     subsidiaries  reflected in the accompanying  financial statements have been
     converted  into US  dollar  equivalents,  as of the end of each  respective
     quarter at the Wall Street Journal published  exchange rate on the last day
     of the fiscal quarter,  for CN$ accounts and at historical  amounts for US$
     accounts.




                                                                              10

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note B - Summary of Significant Accounting Policies - Continued

1.   Cash and cash equivalents and Currency translations - continued
     ---------------------------------------------------

     The Company considers all cash on hand and in banks,  including accounts in
     book overdraft  positions,  certificates of deposit and other highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.

2.   Accounts Receivable and Revenue Recognition
     -------------------------------------------

     In the normal course of business,  the Company  accepts  checks or national
     bankcards  as payment for its  internet  web site  development  and hosting
     services.  Bankcard  charges are normally paid by the clearing  institution
     within three to fourteen days from the date of presentation by the Company.
     Because of the credit risk  involved,  if any,  management  has provided an
     allowance for doubtful accounts which reflects its opinion of amounts which
     will   eventually   become   uncollectible.   In  the  event  of   complete
     non-performance, the maximum exposure to the Company is the recorded amount
     of trade  accounts  receivable  shown on the  balance  sheet at the date of
     non-performance.

     Revenues  are  recognized  at the time that the various  components  of the
     customer's web site development process are completed.  Based on historical
     statistics,  all fees are earned and non-refundable  within 15 working days
     after work  commences  on a new site.  All fees and charges for  subsequent
     changes and enhancements are recognized as revenues at the time the work is
     completed  by  Company   personnel,   generally   5-10  working  days  from
     commencement of the modifications to a customer's site.

3.   Property and Equipment
     ----------------------

     Property  and  equipment  is  recorded  at  cost  and is  depreciated  on a
     straight-line  basis,  over the estimated useful lives (generally 2.5 to 10
     years)  of the  respective  asset.  Major  additions  and  betterments  are
     capitalized and depreciated  over the estimated useful lives of the related
     assets. Maintenance, repairs, and minor improvements are charged to expense
     as incurred.

4.   Marketing and customer lists
     ----------------------------

     Marketing and customer  lists which are acquired for both internal  Company
     use and for  rental  and/or  licensing  to  other  unrelated  entities  are
     capitalized  and  amortized  over a 10 year period using the  straight-line
     method.

5.   Deferred offering costs
     -----------------------

     The  Company  completed  the process of "going  public"  through a "reverse
     acquisition"  transaction  with a publicly held "shell"  company.  Deferred
     public offering costs represent  accounting,  legal and underwriting  costs
     incurred by the Company pertaining to an anticipated registration statement
     to be filed with the U. S.  Securities and Exchange  Commission as required
     in a transaction selling $11,200,000 in Class A Convertible Preferred Stock
     on March 31, 2000. These costs will be charged against  additional  paid-in
     capital  upon  successful  completion  of the  registration  statement,  or
     charged to expense if the terms and conditions of the Preferred  Stock sale
     are modified.


                                                                              11

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note B - Summary of Significant Accounting Policies - Continued

6.   Income taxes
     ------------

     The  Company  and  it's  wholly-owned  Florida  subsidiary  filed  separate
     corporate  federal  income  tax  returns  through  March  31,  1999.  It is
     anticipated that these two entities will file a consolidated federal income
     tax return in future  periods.  Due to the changes in control  occurring in
     1999,  the Company has no net  operating  loss  carryforwards  from periods
     prior to the change in control  available to offset financial  statement or
     tax return taxable income in future periods.

     The Company's Canadian subsidiary will, as necessary,  file separate income
     tax  returns  and   corporate   reports  with  the   appropriate   Canadian
     authorities.

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At June 30, 2000 and 1999, respectively,  the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities  for tax  and  financial  reporting  purposes,  primarily  non-
     deductible  accrued  compensation  amounts payable to an officer in periods
     prior to March 31,  1999 and  accumulated  depreciation  and  amortization,
     accrued  vacation pay accruals,  allowances for bad debts and other similar
     items with statutory tax treatments per The Internal  Revenue Code of 1976,
     as amended. As of March 31, 2000 and 1999, the deferred tax asset was fully
     reserved.

7.   Income (Loss) per share
     -----------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,  whichever  is later.  As of June 30,  1999,  the  Company had no
     outstanding  warrants  or  options.  As of June  30,  2000,  the  Company's
     outstanding  warrants and options were  anti-dilutive  due to the Company's
     net operating loss position.

8.   Research and development costs
     ------------------------------

     The Company follows the  requirements of Statement of Financial  Accounting
     Standards No. 2, as amended by No. 86, "Accounting for Computer Software to
     be Sold, Leased or Otherwise  Marketed" whereby "Costs incurred  internally
     in creating a computer  software  product  shall be charged to expense when
     incurred as research and development  until  technological  feasibility has
     been established for the product.  Technological feasibility is established
     upon  the  completion  of a  detail  program  design  or,  in its  absence,
     completion of a working model.  Thereafter,  all software  production costs
     shall be capitalized and subsequently  reported at the lower of unamortized
     cost or net  realizable  value.  Capitalized  costs are amortized  based on
     current and future revenue for each product with an annual minimum equal to
     the straight-line  amortization over the remaining  estimated economic life
     of the product."


                                                                              12

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note B - Summary of Significant Accounting Policies - Continued

8.   Research and development costs
     ------------------------------

     Payments  made on  prospective  licensing  agreements  for  software  to be
     developed  by others are  capitalized  until such time that the  product is
     placed in service or  abandoned.  In the case of a product  being placed in
     service,  the capitalized costs will be amortized over the estimated useful
     life of the product, without regard to technological modifications, and the
     related  estimated  revenue  stream of the  product.  In the  event  that a
     product is abandoned,  the unamortized capitalized costs will be charged to
     operations at the date of abandonment.

9.   Deferred income
     ---------------

     Revenues,  and  related  direct  costs,  related  to  the  preparation  and
     maintenance  of web sites  are  deferred  until  such time that the site is
     operational (generally 15 working days from inception).

10.  Reclassifications
     -----------------

     Certain Fiscal 1999 amounts have been reclassified to conform to the Fiscal
     2000 financial statement presentations.

Note C - Note receivable

The Company has executed a $19,050 note receivable  with a related  entity.  The
note,  dated March 30, 2000, bears interest at 4.0% and is due on or before July
20, 2002. The note has an outstanding  balance of approximately  $21,691 at June
30, 2000 and March 31, 2000.

Note D - Advances to related parties

At June 30, 2000 and March 31,  2000,  the Company  has  advanced  approximately
$170,882  and $579,463 to related  entities.  These  advances  are  non-interest
bearing and are  repayable  upon demand.  The Company  holds  options to acquire
various interests in all of the entities to which advances have been made.

Note E - Investments in other entities

The Company has invested in various related and unrelated entities. A summary of
these investments is as follows:

                                                          June 30,     March 31,
                                                            2000         2000
                                                         ----------   ----------
      World Wide Web Institute of Australia Pty Ltd      $        -   $  459,440
      World Wide Web Institute do Brazil Ltda.                    -      617,875
      Internet Sales Products, Inc.                         617,237      601,573
      Teklaunch, Inc.                                       416,185      267,522
      ECCO-Net, Inc.                                        188,508      188,508
      Low Cost Hosting.com, Inc.                            140,003      140,003
      Other                                                  15,381            -
                                                         ----------   ----------

                                                         $1,377,313   $2,274,921
                                                         ==========   ==========




                                                                              13

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note E - Investments in other entities - Continued

World Wide Web  Institute  of  Australia  Pty Ltd is an  Australian  corporation
engaged in the  development,  maintenance  and hosting of internet web sites for
unrelated third party consumers in Australia and the Pacific Rim. This entity is
owned 20.0% by the Company and 80.0% by members of the Company's Chairman of the
Board's family.  This entity conducts business identical to that of the Company.
The  Company has an option to acquire up to an  additional  55.0% of this entity
for additional  consideration of $200,000.  In July 2000, the Company's Board of
Directors  elected to discontinue all further  financial support for this entity
and discontinue  any effort to acquire this entity as a wholly-owned  subsidiary
of the Company.

World Wide  Institute do Brazil Ltda is a Brazilian  corporation  engaged in the
development,  maintenance  and hosting of internet web sites for unrelated third
party consumers in South America.  This entity is owned 20.0% by the Company and
80.0% by other unrelated  parties.  This entity conducts  business  identical to
that of the Company.  The Company has an option to transfer its holdings in this
entity to the  controlling  shareholders  or to obtain up to a total of 80.0% of
this entity, as defined in the corresponding  letter  agreements.  In July 2000,
the Company  began  negotiations  to transfer its ownership in this entity to an
unrelated third party, who would then assume all responsibility for all existing
and future  operations.  The  Company  has accrued  approximately  $106,000  for
obligations  which the Company had  committed  prior to electing to  discontinue
support to this entity.

Internet  Sales  Products,  Inc.  is a Florida  corporation  in the  business of
network   marketing.   This  entity  provides   marketing,   an   administrative
organization  and product line using the  Company's  products  that will provide
customers,  on a worldwide  basis,  the ability to acquire a basic  internet web
site, hosting and other bundled product services.  This entity is owned 20.0% by
the  Company  and 80.0% by a  current  shareholder  and  former  officer  of the
Company.  The  Company  has the option to convert  any and all  advances  to and
investments  in this  entity to  additional  shares of this entity up to a total
ownership  percentage of 90.0%.  The conversion  price related to any additional
shares is to be determined by an outside third party.

Teklaunch,  Inc. is a Florida  corporation in the internet  solutions  business,
including  web  site  design  and  hosting,  e-commerce  and  internet  business
consulting.  This  entity  is owned  20.0%  by the  Company  and  80.0% by other
unrelated  persons.  In April 2000, the Company and Teklaunch,  Inc.  executed a
Stock Purchase  Agreement whereby the Company was to acquire an additional 16.0%
(for a total ownership of approximately 36.0%) in this entity for the payment of
approximately  $500,000  in cash  or  in-kind  expenditures  by the  Company  on
Teklaunch's  behalf and to acquire an additional 48.0% (for a total ownership of
approximately  84.0%) in this entity for an additional  payment of approximately
$100,000 in cash or in-kind expenditures on this entity's behalf.

ECCO-Net,  Inc. is a Texas  corporation in the business of providing  electronic
information  services  to the music  industry.  This  entity and the Company are
engaged  in  the   development,   maintenance  and  support  of  an  interactive
internet/intranet  software package for the entertainment  industry. This entity
is owned 10.0% by the Company and 90.0% by other unrelated persons.

Low Cost Hosting.com, Inc. is a Florida corporation in the business of providing
unrelated consumers with low cost virtual web site hosting, online site building
services,  e-commerce  capabilities with secured server transaction  capability,
database  integration and related technical support.  This entity is owned 25.0%
by the Company and 75.0% by an  unrelated  person.  Upon the  investment  by the
Company of approximately $250,000 in either cash or in-kind expenditures on this
entity's behalf,  the Company will have a 10-year option to acquire the 75.0% of
the outstanding  shares of this entity that the Company does not own at the sole
option of the Company.


                                                                              14

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note F - Software license

The Company has a Software Development  Agreement with an individual who is also
an  employee  of the  Company  to  acquire an  automated  macro-driven  web site
building tool (Tool) from a Florida corporation owned by the individual, who has
assigned the rights to the Tool to his corporation, for the exclusive use of the
Company. The Company, upon completion,  will own all rights,  patents, title and
interests in the Tool.

The costs  capitalized in the  accompanying  consolidated  financial  statements
represent  direct  costs  incurred by the  Company on behalf of the  employee to
develop the Tool, which will be amortized against operations,  commencing on the
first day that the Tool is fully operational.

In addition to the allocated costs of development incurred by the Company on the
employee's  behalf,  the Company will pay the employee the  following as further
compensation   for  development  of  the  Tool:  1)  $100,000  cash  payable  in
installments  as set  forth in the  Software  Development  Agreement;  2) 50,000
shares of the Company's restricted, unregistered common stock; 3) a "put" option
on the 50,000 shares in 2) which may be exercised  after  November 30, 2001 at a
price of $10.00 per shares if the shares cannot be sold in the open market or if
the open market  price is less than $10.00 per share;  4) 2.5% of the issued and
outstanding  stock  of  Internet  Sales  Products,  Inc.  which  is owned by the
Company;  5) 20.0% of any license fees received by the Company for the licensing
of the Tool to other web site development  entities;  6) a royalty equal to 3.0%
of the total cost  charged to a Company  client for all  Company  developed  web
sites  generated  using the Tool in excess of 100,000  web sites until such time
that a total of $5,000,000 has been paid to the employee. The Company and/or the
employee  has the right to assign  this  Tool into a  to-be-formed  corporation,
tentatively known as Cross Country Logistics, Inc. and the employee has the sole
right and option to convert the right to receive any  royalties  from the use of
the Tool into a 10.0% ownership in the subsidiary operation.

In the event that the employee  transfers the Tool into Cross Country Logistics,
Inc., the Company is obligated to acquire  100.0% of the issued and  outstanding
stock of Cross Country  Logistics,  Inc. for a purchase  price of  approximately
$600,000 under similar terms,  conditions and performance benchmarks as required
in the preceding Software Development Agreement.


Note G - Due to/from officers and shareholders

As of June 30,  2000 and March 31,  2000,  respectively,  the  Company has a net
receivable  (payable) from its Chairman of the Board and other former  officers,
who are also Company  shareholders,  of  approximately  $80,531 and  $(274,163).
These advances are non-interest bearing and are repayable upon demand.





                                                                              15

<PAGE>

<TABLE>

<CAPTION>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note H - Income Taxes

The  components of income tax  (benefit)  expense for the periods ended June 30,
2000 and 1999, respectively, are as follows:
                                                                       June 30,        June 30,
                                                                         2000            1999
                                                                     -----------      ----------
<S>                                                                  <C>              <C>
                      Federal:
                           Current                                   $         -      $  117,000
                           Deferred                                            -               -
                                                                     -----------      ----------
                                                                               -         117,000
                      State:
                           Current                                             -               -
                           Deferred                                            -               -
                                                                     -----------     -----------
                                                                               -               -
                                                                     -----------     -----------

                           Total                                     $         -     $         -
                                                                     ===========     ===========

As of March 31,  2000,  the Company has a net  operating  loss  carryforward  of
approximately $1,700,000 to offset future taxable income. If not fully utilized,
this carryforward will begin to expire in 2020.

The  Company's  income tax expense for the periods ended June 30, 2000 and 1999,
respectively, differed from the statutory federal rate of 34 percent as follows:

                                                                       June 30,        June 30,
                                                                         2000            1999
                                                                     -----------     -----------

Statutory rate applied to earnings (loss) before income taxes        $(1,326,911)    $   122,266

Increase (decrease) in income taxes resulting from:
   State income taxes                                                          -               -
   Non-deductible accrued officer compensation                                 -        (187,000)
   Other, including reserves for deferred tax asset                    1,326,911         181,734
                                                                     -----------     -----------

     Income tax expense                                              $         -     $   117,000
                                                                     ===========     ===========



</TABLE>

                                                                              16

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note I - Income Taxes - Continued

The Company's deferred tax asset as of June 30, 2000 and 1999, respectively,  is
as follows:

                                               June 30,     March 31,
                                                 2000         2000
                                              ----------   ----------
     Net operating loss carryforwards         $1,327,000   $  578,000
     Valuation allowance                      (1,327,000)    (578,000)
                                              ----------   ----------

     Net deferred tax asset                   $        -   $        -
                                              ==========   ==========

The valuation allowance estimate increased (decreased) by approximately $749,000
for the three months ended June 30, 2000 and approximately $578,000 for the year
ended March 31,  2000,  respectively.  Management  is of the  opinion  that it's
valuation estimate is reasonably possible of changing in future periods.


Note J - Convertible preferred stock

On March 28, 2000, as filed in April 2000,  the Company  amended its Articles of
Incorporation  to authorize the issuance of up to 2,000,000 shares of $0.001 par
value  Preferred  stock and to change  the par value of its  Common  Stock  from
$0.00001 to $0.001 per share. Concurrent with this Amendment,  the Company filed
a Certificate of  Designations,  Preferences  and Rights to designate a Series A
Convertible  Preferred Stock  consisting of 11,200 shares with a stated value of
$1,000 per share.

On February 28, 2000,  the Company  sold 11,200  shares of Series A  Convertible
Preferred Stock for total gross proceeds of $11,200,000.  The transaction closed
on March  31,  2000.  The  Preferred  Stock is  convertible  into  shares of the
Company's common stock at a conversion rate of $4.50 per common share.

The  underlying  common shares are subject to a  Registration  Rights  Agreement
whereby the Company is obligated  to file a Form S-3 or other such  Registration
Statement as available with the U. S.  Securities and Exchange  Commission on or
before 45 days after the closing date to register at least  3,500,000  shares of
the  Company's  common  stock.  In the event the  Registration  Statement is not
effective  on or before 210 days after March 31,  2000,  the  Company  shall pay
$15,000 per $1,000,000 in Preferred  Stock  outstanding  per month, or part of a
month,  that the effective date of the Registration  Statement is later than the
210th day after  March 31,  2000.  The  payment is to be made in cash or, at the
sole option of the holding  Investor,  common  stock at the  conversion  rate of
$4.50 per share.

As a condition  of the sale of the Series A  Convertible  Preferred  Stock,  the
Company agreed to a "lock up period" of 240 days from March 31, 2000 whereby the
Company cannot contract with any other party to obtain  additional  financing in
which any equity or  equity-linked  securities  are issued  without  the express
written consent of the entity initiating the sale of the Preferred Stock.

At any time from March 31,  2000 until  eighteen  (18)  months  thereafter,  the
Purchasers of the Preferred Stock have the right to purchase up to an additional
2,222,222 shares of common stock at a price of $7.50 per share.

The Company is obligated to designate  and reserve an adequate  number of common
shares to facilitate the  conversion of the Preferred  Stock at all times during
the period that the Preferred Stock is issued and outstanding.


                                                                              17

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note K - Common stock transactions

On June 29, 1999, as filed on July 30, 1999, the Company amended its Articles of
Incorporation  to issue up to  50,000,000  shares of $0.00001  par value  Common
Stock and to effect a one (1) for ten (10) reverse stock split.

On March 28, 2000, as filed in April 2000,  the Company  amended its Articles of
Incorporation  to authorize the issuance of up to 2,000,000 shares of $0.001 par
value  Preferred  stock and to change  the par value of its  Common  Stock  from
$0.00001 to $0.001 per share. Concurrent with this Amendment,  the Company filed
a Certificate of  Designations,  Preferences  and Rights to designate a Series A
Convertible  Preferred Stock  consisting of 11,200 shares with a stated value of
$1,000 per share.

All issued  and  outstanding  share  amounts  in the  accompanying  consolidated
financial  statements  have been  restated  to reflect the effect of the reverse
stock split and accompanying  changes in the par value of Common Stock as of the
first day of the first period presented.

On April 1,  1999,  the  Company  issued  18,000,000  pre-reverse  split  shares
(1,800,000  post-reverse split shares) of unregistered,  restricted common stock
to its former  President in  settlement  of a consulting  contract for providing
various  services to the  Company in  preserving  the  corporate  entity  during
preceding years.  This transaction was valued at  approximately  $18,000,  which
approximates  the "fair  value" of the common  stock issued and the agreed- upon
value of the services rendered.

On April 15,  1999,  the Company  issued  125,000  post-reverse  split shares of
restricted,  unregistered common stock in settlement of a consulting  agreement,
valued at  approximately  $6,000,  which  approximates the value of the services
rendered and the "fair value" of the shares on the issue date,  as  compensation
for various  services  rendered to the Company for the purpose of  identifying a
suitable  merger  candidate for the Company and for paying certain  reactivation
expenses on behalf of the Company.

On  July  2,  1999,  the  Company  issued  approximately   5,025,000  shares  of
post-reverse  split stock to acquire 100% of the issued and outstanding stock of
WorldWideWeb   Institute,   Inc.  (a  privately   owned  Florida   corporation).
WorldWideWeb Institute,  Inc. then became a wholly-owned operating subsidiary of
the Company.

On August 10, 1999, the Company sold an aggregate of 1,000,000 Units, consisting
of one (1) share of restricted, unregistered common stock and one (1) Warrant to
purchase an additional share of restricted, unregistered common stock at a price
of $2.25 per share through December 31, 2001, at a price of $1.00 per Unit under
a Stock  Subscription  Agreement for total proceeds of $1,000,000 to the Company
for working capital purposes.

In August 1999, the Company issued a Private Offering  Memorandum  selling up to
250,000 Units at a price of $2.00 per Unit.  Each Unit consists of one (1) share
of  restricted,  unregistered  common  stock and one (1) Warrant  entitling  the
holder to purchase one (1) share of restricted,  unregistered  common stock at a
price of  $2.25  per  share  through  December  31,  2001.  These  Warrants  are
designated to be registered in the Company's first Registration  Statement under
The  Securities  Act  of  1933  after  the  closing  of  this  Private  Offering
Memorandum.  The Company sold 250,000  Units in this offering  generating  gross
proceeds of approximately $500,000.


                                                                              18

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note K - Common stock transactions - Continued

On August 31, 1999,  the Company issued a Private  Placement  Memorandum to sell
500,000 Units,  with the provision for an additional  200,000 Units to allow for
oversubscriptions,  at a price of $2.00 per Unit.  Each Unit consists of one (1)
shares of restricted,  unregistered  common stock and one (1) Warrant  entitling
the holder to purchase one (1) share of restricted, unregistered common stock at
a price of $2.25 per share  through  December  31,  2001.  The common stock sold
under  this  Memorandum  are  subject  to  a  "lock-up"  agreement  whereby  the
purchasers  are  subject  to the  requirements  of Rule  144  and a  contractual
24-month holding period as agreed to between the purchaser and the Company.  The
Warrants  have no  registration  rights.  The Company sold 597,000 Units in this
offering generating gross proceeds of approximately $1,194,000.

In December 1999,  the Company  modified the terms of the stock warrants sold in
the 250,000 Unit and 500,000 Unit offerings,  respectively,  whereby all holders
were offered an incentive to exercise the outstanding warrants.  The Company, to
generate  additional working capital,  offered the holders of the $2.25 Warrants
the  availability to receive a Replacement  Warrant  entitling the holder,  upon
exercise of the initial Warrant, to purchase a share of restricted, unregistered
common  stock at $8.00 per share for a two-year  period from the exercise of the
initial  Warrant.  This offer was open for a 30-day period during  January 2000.
Approximately  281,200  Warrants were  exercised  during this period  generating
gross proceeds of  approximately  $632,700 to the Company and the Company issued
281,200 Replacement Warrants,  which will expire at various dates during January
2002.

In April 2000,  the Compamy  issued an  aggregate  9,400  shares of  restricted,
unregistered  common stock for gross proceeds of approximately  $20,900 upon the
exercise of 8,400 options to purchase  stock at $2.25 per share and the deferred
acceptance of a subscription of 1,000 at $2.00 per share.


Note L - Stock Warrants

In  connection  with the  March  31,  2000  sale of  11,200  shares  of Series A
Convertible  Preferred  Stock,  the  Company  issued a Stock  Warrant  to Zanett
Securities  Corporation to purchase up to 250,000 shares of the Company's common
stock at the market price of the Company's  common stock on the Preferred  Stock
closing date of March 31, 2000  (approximately  $11.82 per share).  These shares
are  to  be  registered  in  the  S-4  Registration   Statement  or  such  other
Registration  Statement  as  may  be  available  to  the  Company  as  discussed
previously.  This  warrant  expires  on  its  third  anniversary  date,  if  not
exercised.

In  connection  with the  March  31,  2000  sale of  11,200  shares  of Series A
Convertible  Preferred  Stock,  the  Company  issued  a Stock  Warrant  to Hobbs
Melville  Securities  Corp.  to  purchase  up to 100,000  shares of  restricted,
unregistered  common  stock at a price  of $4.00  per  share  in  settlement  of
cancellation  of a Letter of  Engagement  by and  between  the Company and Hobbs
Melville Securities Corp.

On  August  10,  1999,  in  connection  with the  sale of  1,000,000  shares  of
restricted,  unregistered common stock under a Stock Subscription Agreement, the
Company issued  corresponding  Warrants to purchase one (1) share of restricted,
unregistered  common  stock at a price of $2.25 per share  through  December 31,
2001.

In August,  1999, the Company issued a Private Offering Memorandum selling up to
250,000 Units at a price of $2.00 per Unit.  Each Unit consists of one (1) share
of  restricted,  unregistered  common  stock and one (1) Warrant  entitling  the
holder to purchase one (1) share of restricted,  unregistered  common stock at a
price of  $2.25  per  share  through  December  31,  2001.  These  Warrants  are
designated to be registered in the Company's first Registration  Statement under
The  Securities  Act  of  1933  after  the  closing  of  this  Private  Offering
Memorandum.

                                                                              19

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note L - Stock Warrants - Continued

On August 31, 1999,  the Company issued a Private  Placement  Memorandum to sell
500,000 Units,  with the provision for an additional  200,000 Units to allow for
oversubscriptions,  at a price of $2.00 per Unit.  Each Unit consists of one (1)
shares of restricted,  unregistered  common stock and one (1) Warrant  entitling
the holder to purchase one (1) share of restricted, unregistered common stock at
a price of $2.25 per share  through  December  31,  2001.  The common stock sold
under  this  Memorandum  are  subject  to  a  "lock-up"  agreement  whereby  the
purchasers  are  subject  to the  requirements  of Rule  144  and a  contractual
24-month  holding  period as agreed to between the  purchaser  and the  Company.
These Warrants have no registration rights.

In  December  1999,  the Company  modified  the terms of the  outstanding  stock
warrants  sold in the preceding  paragraphs  whereby all holders were offered an
incentive  to  exercise  the  outstanding  warrants.  The  Company,  to generate
additional  working  capital,  offered  the  holders of the $2.25  Warrants  the
availability to receive a Replacement  Warrant  entitling the holder to purchase
an additional share of restricted,  unregistered common stock at $8.00 per share
for a two-year period from the exercise of the initial  Warrant.  This offer was
open for a 30-day period during  January 2000.  Approximately  281,200  Warrants
were exercised  during this period  generating  gross proceeds of  approximately
$632,700 to the Company and the Company  issued  281,200  Replacement  Warrants,
which will expire at various dates during January 2002.

On April 28, 2000, the Company issued a Warrant to purchase 20,000 shares of the
Company's common stock to a member of the Board of Directors. The Warrant has an
exercise price of $8.00 per share and expires on April 30, 2003.

The following table summarizes the status of outstanding warrants as of June 30,
2000:

                                      Warrants       Warrants
                                     originally   outstanding at  Exercise price
                                       issued     June 30, 2000     per share
                                     ----------   --------------  --------------
August 1999 Warrants                  1,000,000      1,000,000          $2.25
December 1999 Warrants                  847,000        557,400          $2.25
January 2000 Replacement Warrants       281,200        281,200          $8.00
Preferred Stock Warrants                350,000        350,000    $4.00 - $11.82
Director Warrants                        20,000         20,000          $8.00
                                      ---------      ---------
     Totals at June 30, 2000          2,498,200      2,208,600
                                      =========      =========

Note M - Stock Options

In July 1999,  the Company  granted  options to purchase  450,000  shares of the
Company's stock to its Chairman and controlling shareholder at an exercise price
of $5.00 per share,  which approximated the closing price of the Company's stock
on the date of  issuance,  as amended by the  Company's  Board of  Directors  in
October  1999.  The  options  vest  pro-rata  over a  four-year  period  and are
exercisable at the anniversary date of the original July 1999 grant.

In October 1999, the Company  granted  options to purchase 75,000 shares each to
two separate Company officers and shareholders at an exercise price of $5.00 per
share,  which  approximated the closing price of the Company's stock on the date
of issuance. The options vest as follows:  October 2000 - 37,500 shares; October
2001 - 37, 500 shares  and also  require  each  officer  to be  employed  by the
Company through December 31, 2000. One of the officers left the Company prior to
March 31, 2000 and the granted options were terminated.

                                                                              20

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note M - Stock Options - Continued

There were no exercise  of any options  during the year ended March 31, 2000 and
any subsequent interim period thereto. The following table summarizes all vested
options granted from July 1999 through June 30, 2000:

                    Options    Options     Options     Options    Exercise price
                    granted   exercised  terminated  outstanding     per share
                   ---------  ---------  ----------  -----------  --------------
Chairman options     400,000          -           -     400,000       $5.00
Officer options       75,000          -      37,500      37,500       $5.00
                   ---------  ---------   ---------   ---------

     Totals        1,200,339          -      37,500     437,500
                   =========  =========   =========   =========

The weighted  average  exercise price of all issued and  outstanding  options at
June 30, 2000 was $5.00.

Had  compensation  cost for options  granted been  determined  based on the fair
values at the grant dates, as prescribed by SFAS 123, the Company's net loss and
net loss per share  would  not have  changed  due to the fact that the  exercise
price of the options was  substantially  equal to the market  price at the grant
date.

The  calculations  to estimate the fair value of the options were made using the
Black-Scholes pricing model which required making significant assumptions. These
assumptions include the expected life of the options, which was determined to be
one year, the expected volatility,  which was based on fluctuations of the stock
price over a 12 month  period,  the expected  dividends,  determined  to be zero
based on past performance,  and the risk free interest rate, which was estimated
using the bond equivalent yield of 6.0% at June 30, 2000, respectively.


Note N - Contingencies

Employment Agreement
--------------------

On June 1, 1992, the Company entered into an Employment Contract (Contract) with
an  individual  to serve as the  Company's  President.  The Contract  required a
annual base salary,  as specified to use the Contract's  anniversary  dates,  as
follows:

              June 1, 1992 to May 31, 1993                  $   85,000
              June 1, 1993 to May 31, 1994                     105,000
              June 1, 1994 to May 31, 1995                     115,000
              June 1, 1995 to May 31, 1996                     125,000
              June 1, 1996 to May 31, 1997                     135,000
              June 1, 1997 to May 31, 1998                     145,000
              June 1, 1998 to May 31, 1999                     155,000

Additionally, the Contract provided for discretionary bonuses, paid vacation and
sick leave time, use of a Company  automobile or reimbursement  for the use of a
personal  automobile and various normal  insurance  coverage for life and health
coverages.


                                                                              21

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note N - Contingencies - Continued

Employment Agreement - continued
--------------------

Effective April 1, 1999,  this individual and the Company  executed an Agreement
whereby all  accrued  compensation  under this  Agreement  were  forgiven by the
individual with no further liability to the Company.  Accordingly,  the reversal
of these accruals  resulted in a one-time  income item of $550,000.  Pursuant to
the Internal  Revenue  Code,  none of these  accrued  amounts were  eligible for
deduction  for income tax  purposes in the initial year of accrual and no income
tax effect is realized as a result of this forgiveness.

On June 10, 1999, effective June 1, 1999, the Company entered into an Employment
Agreement  (Agreement)  with an  individual  to  serve  as the  Company's  Chief
Executive  Officer and President  (CEO). The Agreement is for a term of five (5)
years and provides  the CEO with an annual base salary of $250,000.  The CEO may
also be paid a bonus equal to 25.0% of base salary for the period beginning with
the execution of the Agreement  through March 31, 2004.  The CEO is guaranteed a
minimum  bonus of $50,000 for term of the  Agreement  and is subject to mutually
agreed-upon performance criteria. Further, the CEO is authorized to execute life
insurance  policies on his own life in the amount of $1,600,000  and the Company
is responsible  for the payment of premiums of said policies with these payments
being   additional   compensation   to  the  CEO.  This   Agreement   terminates
automatically upon either the death of the CEO or the CEO's voluntary separation
from the Company.  In the event that the Company  dismisses the CEO, the Company
is obligated to pay a lump sum severance  equal to one year's base salary to the
CEO for full and complete settlement of the Agreement.

Effective  April 4, 1999,  the Company  entered into a Letter  Agreement with an
individual to serve as the Company's Chief Financial  Officer (CFO).  The Letter
Agreement  requires a base salary of $10,000 per month and may be  terminated by
the Company upon 60 days written notice.  In the event that the Company's CFO is
terminated,  the Company is  obligated  to pay the CFO a severance  equal to the
base salary at the rate of one (1) week for each month served between April 1999
and the month of termination to a maximum of 16 weeks.  Said payment is due upon
the first (1st) day of the month  subsequent to the  termination.  Additionally,
the Company,  upon notice of termination,  is obligated to issue the CFO a Stock
Purchase Warrant to purchase up to 40,000 restricted,  unregistered common stock
at a price equal to the average of the closing bid price of the Company's common
stock over the previous 10 trading days.  Such Warrant shall contain a cash-less
exercise  provision,  no vesting conditions and piggyback  registration  rights.
Further,   the   Company   has  agreed,   in  the  event  of   termination,   to
contemporaneously  execute, upon termination, a consulting contract with the CFO
whereby the CFO will be retained as a consultant and Director to the Company for
the succeeding 12 month period at a minimum rate of $5,000 per month,  beginning
on the date that his severance compensation ceases.



                                                                              22

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note N - Contingencies - Continued

Employment Agreement - continued
--------------------

Effective March 6, 2000, the Company  entered into an Employment  Agreement with
an individual to serve as the Company's  Chief  Operating  Officer and Executive
Vice President  (COO). On April 19, 2000, the parties modified this agreement to
provide for a base salary of $150,000 per year and an annual  performance  bonus
of up to 50.0% of the base salary with a guaranteed  bonus of $45,000 payable in
January 2001.  The COO was granted the option to purchase up to 10,000 shares of
the Company's  common stock from the Company's  Chairman at a price of $1.50 per
share. This option expires on March 4, 2003 and 50.0% vests in June 2000 and the
remainder vests on the first  anniversary date of this agreement.  Further,  the
COO was granted options to purchase up to 90,000 shares of the Company's  common
stock at a price of $8.00 per  share (as  repriced  on April  28,  2000).  These
options expire on the seventh (7th)  anniversary date of this agreement and vest
over a three year period,  commencing  on March 15, 2001.  In the event that the
average price of the Company's  common  stock,  as quoted,  drop below $8.00 (as
repriced on April 28, 2000) for a period of more than six months,  these options
will be canceled  and replaced  with  identical  options with an exercise  price
equal to the then prevailing market price.

Litigation
----------

The Company and its then President were defendants in a case initiated in August
1992 in Circuit  Court for the 15th  Judicial  Circuit  for Palm  Beach  County,
Florida seeking  damages  related to the termination of a partnership  which was
the predecessor to the Company. In February 1999, this litigation was authorized
to be settled by the Company's  Board of Directors  through the  transference of
the patent  assigned to the Company to the plaintiff.  In May 1999, this lawsuit
was settled through the physical transfer of the patent assigned to the Company.

Currently,  the  Company is not  subject to any direct  governmental  regulation
other than the Securities Laws and Regulations  applicable to all publicly owned
companies, and laws and regulations applicable to businesses generally. Few laws
or  regulations  are  directly  applicable  to access  to, or  commerce  on, the
Internet. Due to the increasing popularity and use of the Internet, it is likely
that a number  of laws and  regulations  may be  adopted  at the  local,  state,
national  or  international  levels  with  respect  to  the  Internet.  Any  new
legislation  could  inhibit the growth in use of the  Internet  and decrease the
acceptance of the Internet as a  communications  and  commercial  medium,  which
could in turn decrease the demand for its services or otherwise  have a material
adverse effect on the Company's future operating performance.

The Company is the defendant in litigation  styled Robert H. Braver v. Worldwide
Web Institute,  Inc. et al. in the District Court of Cleveland County,  Oklahoma
(Case No.  CJ-99-1303-L)  alleging that the Company unlawfully faxed information
to the plaintiff.  Per the Company's  legal  counsel,  "There is a statute under
which persons aggrieved by unwanted faxes and telephone calls may recover or may
be found guilty of a misdemeanor,  punishable by a fine of not less than $500.00
nor more than $1,000.00 for each separate  violation.  There is also the Federal
Consumer Privacy Act which protects  subscriber  privacy rights." The Company is
vigorously defending itself in this action and anticipates no material impact to
either its  operations,  the results of operations,  its financial  condition or
liquidity  based on the  uncertainty of outcome,  if any, of this  litigation at
this time.

The Company is a plaintiff in two cases in Broward County Court alleging  former
Company    employee    violations   of    non-compete,    confidentiality    and
non-circumvention agreements:


                                                                              23

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note N - Contingencies - Continued

Litigation - continued
----------

     First,  in WorldWideWeb  Institute,  Inc. v. USAWEB  Technology,  Inc., the
     Company seeks the recovery of damages and  injunctive  relief in connection
     with  USAWEB's  solicitation  of  employees  to resign from the Company and
     accept  positions at USAWEB  which the Company  believes is in violation of
     their non-compete and  non-disclosure  agreements with the Company.  USAWEB
     has filed a counterclaim through which it seeks the recovery of damages for
     the Company's alleged tortious  interference  with its  relationships  with
     employees and third parties.

     Second, in WorldWideWeb  Institute,  Inc. et al., v. Carol Fletcher Hudson,
     the Company is seeking damages and injunctive relief in connection with Ms.
     Hudson's breach of a non-compete  agreement and  non-disclosure  agreement.
     WorldWideWeb  Institute,  Inc.,  a  Canadian  corporation,   ("WorldWideWeb
     Canada"), is seeking a declaration that Ms. Hudson is not entitled to stock
     in  WorldWideWeb  Canada  because  she has failed to perform  any duties on
     behalf of the Company. Defendant has filed a counterclaim alleging that she
     is entitled to an equity interest in the Company and  WorldWideWeb  Canada.
     Ms.  Hudson has also  raised in her  counterclaim  a claim for  intentional
     infliction  of emotional  distress  based upon the conduct of an officer of
     the  Company.  This  action is  scheduled  for trial in October,  2000.  As
     discovery  has  not  been   completed,   the  Company  cannot  predict  the
     probability of any outcome in the lawsuit.

The Company is involved in two other actions:

     In WorldWideWeb Institute,  Inc. v. Scott Christenson,  the plaintiff seeks
     the recovery of monies in connection with the Company's  alleged failure to
     perform its contractual obligations. The amount in controversy is less than
     $5,000.00.  The trial in this action is scheduled for August 11, 2000.  The
     Company cannot predict the probability of any outcome in the lawsuit.

     The Company also is a plaintiff in a multi-part  complaint for  declaratory
     relief and damages with its former Chief  Technology  Officer and Director,
     Dana Williams. The case WorldWideWeb Institute.com, Inc. vs. Dana Williams,
     alleges that Ms.  Williams while an officer and director of the Company set
     up and implemented plans to run a competing company. It also alleges breach
     of fiduciary duty including  solicitation  of current and former  employees
     and  misappropriation  of trade secrets and other proprietary  information,
     and unjust  enrichment.  The suit demands  monetary  damages and assignment
     back to the Company or cancellation of all shares.

Consulting Agreement
--------------------

On  April  1,  1999,  the  Company  executed  a  consulting  agreement  with  an
individual,  who became an officer of the Company on May 20, 1999. This contract
was settled on April 15, 1999 with the issuance of 125,000  post-  reverse split
shares of unregistered, restricted common stock, valued at approximately $6,000,
which  approximates  the value of the services  rendered and the "fair value" of
the shares on the issue date, as compensation for various  services  rendered to
the Company for the purpose of identifying a suitable  merger  candidate for the
Company and for paying certain reactivation expenses on behalf of the Company.


                                                                              24

<PAGE>

                        WorldWideWeb Institute.com, Inc.

             Notes to Consolidated Financial Statements - Continued


Note N - Contingencies - Continued

Placement Agent Agreement
-------------------------

In connection  with the sale of 11,200 shares of Series A Convertible  Preferred
Stock, the Company  executed a Placement Agent  Agreement.  This Placement Agent
Agreement  required a fee of 10.0% of the gross proceeds of the Preferred  Stock
issue; a $50,000  non-accountable expense allowance and a stock purchase warrant
for 250,000  shares of common stock at the market price of the Company's  common
stock on the closing date.  This Agreement also limits the Company's  ability to
negotiate with other investors,  agents or other interested  parties without the
permission  and/or  assistance of the Placement  Agent.  Further,  the Placement
Agent shall approve all subsequent mergers, sales, consolidations, or financings
involving the company and which are, in the aggregate, in excess of $250,000.

Acquisitions
------------

On March 28,  2000,  the Company  entered  into a Stock  Purchase  Agreement  to
acquire 100.0% of the issued and outstanding  stock of Cross Country  Logistics,
Inc. from its sole shareholder, who is also an employee of the Company. The sole
asset of Cross  Country  Logistics,  Inc. is the  assignment  of ownership of an
automated  macro-  driven web site  building  tool (Tool) with a pending  patent
application.  The Company has incurred  certain  direct costs on the  employee's
behalf  related to the  development  of the Tool.  In addition to the  allocated
costs of  development  incurred by the Company on the  employee's  and/or  Cross
Country  Logistics,  Inc.'s behalf,  the Company will pay an aggregate  purchase
price of $600,000 as follows:  1) $100,000 cash payable in  installments  as set
forth in the Stock  Purchase  Agreement  and 2) 50,000  shares of the  Company's
restricted,  unregistered  common  stock to be  issued as set forth in the Stock
Purchase Agreement. This transaction closed subsequent to March 31, 2000.












                                                                              25

<PAGE>

Part I - Item  2

Management's Discussion and Analysis of Financial Condition and Operations

(1) Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,  the  words,
"anticipate", "believe", "estimate", "expect", "intend" and similar expressions,
as they  relate to the  Company or its  management,  are  intended  to  identify
forward-looking  statements.  Such  statements  reflect the current  view of the
Company regarding future events and are subject to certain risks,  uncertainties
and assumptions  including the risks and uncertainties noted. Should one or more
of these risks or  uncertainties  materialize or should  underlying  assumptions
materially prove incorrect,  actual results may vary from those described herein
as anticipated,  believed,  estimated,  expected or intended.. In each instance,
forward-looking  information  should be considered in light of the  accompanying
meaningful cautionary statements herein.

(2) General

On May 20,  1999,  the  Company's  then  majority  shareholder,  Dr.  Howard  I.
Wertheim,  executed a stock purchase  agreement  where he sold 22,472,634 of the
24,911,165  pre-reverse  split shares  (2,247,263 of the 2,491,250  post-reverse
split  shares) of common  stock then issued and  outstanding  to Halter  Capital
Corporation in a cash  transaction.  Halter Capital  Corporation then became the
Company's controlling shareholder.

On July 2,  1999,  Halter  Capital  Corp.  executed a Stock  Purchase  Agreement
whereby they sold 1,815,000 of the 2,491,250 post-reverse shares of common stock
then issued and  outstanding  to Smiley  Sansoni,  Randall  Denton,  James Brett
Hudson, Dana Williams, Mira DeLane, Corporate Builders Inc. and Prosperity Power
Inc.  (collectively  New  Shareholders).  The New  Shareholders  then became the
Company's controlling shareholders. These individuals were also collectively the
controlling shareholders of WorldWideWeb Institute, Inc.

On July 2, 1999,  concurrent  with the above  transaction,  the  Company  issued
approximately  5,025,000  shares of post reverse  split stock to acquire 100% of
the issued and outstanding  stock of WorldWideWeb  Institute,  Inc. (a privately
owned  Florida  corporation).   WorldWideWeb  Institute,   Inc.  then  became  a
wholly-owned operating subsidiary of the Company.

On October 1, 1999,  the  Company  exercised  its right to  purchase  100% of an
independent  sales  marketing  affiliate  in  Toronto,  Canada,  World  Wide Web
Institute,  Inc.  (hereafter  referred to as WWW  Canada) The Company  agreed to
convert loans made to WWW Canada in the amount of $844,000,  and issued two year
options to purchase  additional  35,000 common shares to its major  shareholder,
Max Haroon.

Accordingly the acquisition of  WorldWideWeb  Institute,  Inc. in July 1999, was
accounted for pursuant to the requirements of  Interpretation  #39 of Accounting
Principles Board Opinion #16, "Business  Combinations",  whereby the combination
of entities  under common  control is accounted for on an "as if pooled"  basis.
The combined financial statements of the Company and its wholly-owned subsidiary
became the historical financial statements of the Company as of the first day of
the first  period  presented.  The Company will retain its March 31 year end for
all future periods.

This  interpretation  has been applied to WWW Canada even though the Company did
not  have  controlling  interest  in  the  Company.   Officers  of  the  Company
participated   on  WWW  Canada's  Board  of  Directors,   and  operations   were
substantially  funded by advances  from the Company.  Accordingly  the Company's
historical  financial  statements  have  been  restated  to be  included  in the
consolidated financial statements from the Company's inception in November 1998.

                                                                              26

<PAGE>

(3) Results of Operations, Liquidity and Capital Resources

For  the  three  months  ended  June  30,  2000,  the  Company's  revenues  on a
consolidated  basis were  $726,001  compared to  $2,082,553  for the three month
period  ending June 30, 1999, or a decline of  approximately  65%. This reflects
the Company's emphasis on eliminating  unprofitable product lines, including the
"free" six page website package,  that required participants to pay for hosting.
The Company has  discontinued  the sale and  production  of its six page website
package in the US primarily  because of declining prices for web site production
and hosting,  and the increased number of alternatives  available to its primary
target customers - small to medium sized business. The Company expects in future
months to derive  substantially  all of its revenues from other sources,  but is
likely to experience a significantly lower volume of revenue.

Cost of sales for the three months ended June 30, 2000 were $511.224 compared to
$435,696 for the three months ended June 30, 1999. This  represented an increase
of approximately 17% which was primarily due to higher fixed costs of production
attributable  to the  need  for  more  experienced  web  design  and  production
personnel.  During the quarter,  the Company began to make significant staff and
overhead reductions,  but the benefits of these actions are likely to be felt in
subsequent quarters.

Selling, general and administrative expenses for the three months ended June 30,
2000 were $2,336,084  compared to $1,700,251 for the three months ended June 30,
1999,  an increase of 37%.  General and  administrative  expenses  increased  to
$1,590,832  for the three months  ended June 30, 2000,  an increase of more than
113% from the  previous  year costs of  $743,422.  The  increase  was  primarily
attributable to the following factors:  (1) higher management and administrative
costs  including  hiring a new Chief  Operating  Officer and General manager (2)
one-time  termination  and severance  costs incurred as a result of streamlining
operations  and (3)  substantially  increased  marketing and  advertising  costs
including print media and radio advertising in both the U.S. and Canada.

The loss per share for the three  months  ended June 30, 2000 was  approximately
$0.40 per share from  operations,  compared to $.01 for the previous  year,  and
includes a $0.19  non-recurring  write  down of  investments  in  foreign  sales
affiliates. This compares to a profit of $359,606 for the quarter ended June 30,
1999, which also includes a one time accounting gain of $530,000  primarily from
settlement  of an  employment  compensation  agreement.  Such  an  increase  was
primarily  attributable to the previously mentioned lower levels of revenue, and
increases in selling costs and general and administrative expenses.

The  Company  wrote down  approximately  $1,768,248  of its  investments  in its
Brazilian sales  affiliate and its Australian  sales affiliate which the Company
expects will be liquidated.  The Company discontinued its participation with its
Brazilian and Australian subsidiaries because of what management believed were a
need for substantially  more investment in these affiliates,  management issues,
and their incompatible with the Company's future direction.

The  Company  is  required  under the terms of its March 31,  2000 sale of $11.2
million of Series A convertible preferred stock to file a Form S-3 or other such
Registration  Statement with the U.S.  Securities and Exchange  Commission on or
before May 16, 2000.  The  financing  terms  requires the Company to register at
least 3,500,000 shares of the Company's common stock.

In the event the  Registration  Statement is not effective on or before 210 days
after March 31, 2000,  the Company shall pay $15,000 per $1,000,000 in Preferred
Stock  outstanding per month or part of a month that the Registration  Statement
has not become  effective.  The  payment is to be made in or cash or at the sole
option of the holding Investor, common stock at the rate of $4.50 per share. The
Company  to date has not made  such a filing  which was  mandated  to be 45 days
after closing or May 16, 2000, since audited numbers had not yet been available,
and  subsequently,  it  entered  into a letter of intent  to merge  with  SkyBiz
International, Ltd.

It is possible that  acquisition  and merger  agreements may delay the effective
date of the filings by requiring additional  amendments and audited figures from
potential  acquisition  candidates.  The Company may thus have some  exposure to
potentially  severe penalties,  and intends to discuss the possible relief under
these circumstances.  Management is unable to forecast what the results of these
discussions will be.

The Company's most significant priority is growth through acquisition or merger.
The Company during this past quarter began discussions with SkyBiz International
Ltd. a  privately-held  marketer of web sites which subsequent to the end of the
quarter has resulted in an agreement in principle to merge with the Company,. On
August 18, 2000, the Company discontinued merger discussions.  Accordingly,  the
Company  plans to enter into  discussions  with other  possible  acquisition  or
merger  candidates.  The  Company  is unable to  forecast  the  results of these
discussions at this time.

                                                                              27

<PAGE>

Internally,  the Company  intends to focus on Internet  marketing  services  and
products, including the sale and management of permission based e-mail and e-fax
lists,  sale of advertising,  and other services which intended to drive traffic
to customer web sites.  The Company  presently  owns a data base of more than 20
million  fax and  e-mail  names,  which it has  acquired  and is  continuing  to
develop. Revenue from these sources at the present time is small, but management
believes it has the potential to grow substantially.

Management is unable to forecast the revenue levels from these other  relatively
new  sources  for the rest of the year,  and  believes  that  start up costs may
ultimately be higher than  originally  anticipated.  As a result,  the Company's
revenue levels will be  significantly  reduced for this current fiscal year, and
it will  continue to  experience  substantial  losses as  commensurate  overhead
reductions and reallocations are expected to take time.

(4) Liquidity and Capital Resources

For the three months ended June 30, 2000,  the Company  generated  negative cash
flows from operations of $2,182,179.  This was due to its reduced level of sales
while maintaining a significant infrastructure necessary to support its existing
customer base with customer  service,  production  and  technical  support.  The
majority of this was the write down of $1,768,248 of  investments  in previously
described foreign affiliates.

The Company also invested more than $1,597,686 which included more than $889,488
in the  acquisition of marketing and customer  lists,  and  investments in other
entities of $565,599  which  included Tek  Launch.com,  Inc. a maker of high end
website  production  facility,  and ISPUSA, a provider of software,  and website
products to the network marketing industry. The Company purchased  approximately
$142,599 which primarily included high end servers,  communications  systems and
software. The Company does not anticipate increased further capital expenditures
for computer and network  facilities in future periods.  However,  at this time,
the  exact  amount,  if  any to be  expended  on  these  facilities  can  not be
predicted.

The company expects that its current day to day operational financial needs will
be provided by on-going  operations and equity capital.  The Company anticipates
that the shift in its business  model towards  Internet  marketing  services and
products will only require modest  investment.  The Company  anticipates  that a
substantial  portion  of  its  present  working  capital  will  be  expended  as
additional  personnel  shifts  are made and that there may be  additional  write
downs of its investments in ISPUSA and related entities.

The Company's goal is to achieve  profitability  through  acquisition or merger,
and to reduce its operating  losses  associated  with the transition to Internet
marketing  services  and  products.  If the Company is  unsuccessful  with these
objectives,  or if they take  significantly  longer,  the Company may need to do
additional  financing.  It is anticipated  that some of these needs would be met
through  private  financing  or  strategic  partnering,  although  there  is  no
assurance that it will be able do so on a timely or advantageous basis.

Part II - Other Information

Item 1 - Legal Proceedings

   See Notes to Consolidated Financial Statements

Item 2 - Changes in Securities

   In April 2000,  the Compamy  issued an aggregate  9,400 shares of restricted,
   unregistered  common stock for gross proceeds of  approximately  $20,900 upon
   the  exercise of 8,400  options to purchase  stock at $2.25 per share and the
   deferred acceptance of a subscription of 1,000 at $2.00 per share.



                                                                              28

<PAGE>

Item 3 - Defaults on 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

       Exhibit 27 - Financial Data Schedule
       Reports on Form 8-K - None


                                   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.

                                            WorldWideWeb Institute.com, Inc.


August    18   , 2000                                   /s/ Smiley J. Sansoni
       --------                             ------------------------------------
                                                               Smiley J. Sansoni
                                                           Chairman and Director



August    18   , 2000                                   /s/ Ernest D. Chu
       --------                             ------------------------------------
                                                                   Ernest D. Chu
                                            Chief Financial Officer and Director









                                                                              29