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

                                   FORM 10-QSB


(Mark  One)

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

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

[ ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  EXCHANGE  ACT
     For  the  transition  period  from          to

     Commission  file  number  0-28303
                               -------

                               INVESTAMERICA, INC.
                               -------------------
        (Exact name of small business issuer as specified in its charter)

NEVADA                                                               87-0400797
------                                                               ----------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)

                  1776 PARK AVENUE, #4, PARK CITY, UTAH  84060
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (435) 615-8801
                                 --------------
                           (Issuer's telephone number)

                                 NOT APPLICABLE
                                 --------------
    (Former name, former address and former fiscal year, if changed since last
                                     report)

     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 [ ]

<PAGE>

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check  whether  the  registrant  filed  all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.     Yes      No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:

31,354,160  common  shares  issued  and  outstanding  as  at  January  15,  2001
--------------------------------------------------------------------------------

Transitional  Small  Business  Disclosure  Format  (Check one):  Yes [ ]  No [X]

                         PART I - FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS.

Our  financial  statements  are  stated  in  United States Dollars (US$) and are
prepared  in  accordance  with  United  States  Generally  Accepted  Accounting
Principles.

DISCLOSURE

To:     The  Shareholders  of
        Investamerica,  Inc.

It  is  the  opinion of management that the interim financial statements for the
quarter  ended  December  31, 2000 include all adjustments necessary in order to
ensure  that  the  financial  statements  are  not  misleading.

Park City, Utah                               /s/ signed
Date:  February 14,  2001                     Director  of  Investamerica,  Inc.

<PAGE>

<TABLE>
<CAPTION>

INVESTAMERICA,  INC.
CONDENSED  CONSOLIDATED  BALANCE  SHEETS


                                                                               December 31,    September 30,
ASSETS                                                                             2000            2000
                                                                              --------------  ---------------
<S>                                                                           <C>             <C>
Current assets:
  Cash and cash equivalents                                                   $      30,120   $       70,533
  Accounts receivable                                                               233,920          404,971
  Inventories                                                                        26,222           14,547
                                                                              --------------  ---------------
Total current assets                                                                290,262          490,051

Long-term investment                                                              4,000,000        4,000,000
Property and equipment, net                                                         116,641          126,374
Goodwill, net                                                                    24,388,057       25,742,949
                                                                              --------------  ---------------

Total assets                                                                  $  28,794,960   $   30,359,374
                                                                              ==============  ===============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and accrued liabilities                                    $     757,918   $      588,057
  Notes payable                                                                   7,043,348        7,039,755
  Due to related party                                                              297,967        2,268,345
                                                                              --------------  ---------------
Total current liabilities                                                         8,099,233        9,896,157
                                                                              --------------  ---------------

Continuing operations (Note 1)
Contingencies (Note 6)

Stockholders' equity (deficit):

Preferred stock, undesignated, par value $.001, authorized shares -
 5,000,000 at December 31, 2000 and at September 30, 2000;
 no shares issued and outstanding                                                         -                -

Series A convertible preferred stock, par value $.001, authorized,
 issued and outstanding shares - 450,000 at December 31, 2000
 and at September 30, 2000                                                              450              450

Series B convertible preferred stock, par value $.001, authorized,
 issued and outstanding - none at December 31, 2000 and none
 at September 30, 2000                                                                    -                -

Equity conversion right                                                          22,218,750       22,218,750

Common stock $.001 par value, authorized shares - 50,000,000 at
 December 31, 2000 and at September 30, 2000; issued and
 outstanding shares - 31,354,160 at December 31, 2000
 and September 30, 2000, respectively                                                31,354           31,017
Common stock subscribed                                                             100,000                -
Additional paid-in capital                                                        8,078,270        6,078,607
Deferred share-based compensation                                                (2,573,073)      (3,020,187)
Accumulated deficit                                                              (7,156,628)      (4,845,420)
Foreign exchange translation adjustment                                              (3,396)               -
Total stockholders' equity (deficit)                                             20,695,727       20,463,217
Total liabilities and stockholders' equity                                    $  28,794,960   $   30,359,374
                                                                              ==============  ===============

See Accompanying Notes to these Condensed Consolidated Financial Statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INVESTAMERICA,  INC.
CONDENSED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS
(EXPRESSED  IN  UNITED  STATES  DOLLARS)



                                                                                      Three months ended
                                                                                          December 31,
                                                                                       --------------------
                                                                                      2000             1999
                                                                              --------------------  -----------
<S>                                                                           <C>                   <C>
Revenues                                                                      $           194,345   $        -

Cost of goods sold                                                                         83,680            -
                                                                              --------------------  -----------

Gross profit                                                                              110,665            -


Operating expenses:
 Selling, general and administrative (including amortization
 of deferred compensation expense of $447,114)                                            852,004       18,426
 Amortization of goodwill                                                               1,354,892            -
                                                                              -------------------  ------------
Total operating expenses                                                                2,206,896       18,426
                                                                              --------------------  -----------

Loss from operations                                                                   (2,096,231)     (18,426)

Interest expense                                                                         (214,978)           -

Loss before income taxes                                                               (2,311,209)     (18,426)

Income taxes                                                                                    -            -
                                                                              --------------------  -----------

Loss for the period                                                           $        (2,311,209)  $  (18,426)
                                                                              ====================  ===========



Loss per share:
 Basic                                                                        $             (0.02)  $    (0.00)


Weighted average number of shares used to calculate
   loss per share:
 Basic                                                                                114,383,801    9,859,148


See Accompanying Notes to these Condensed Consolidated Financial Statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INVESTAMERICA,  INC.
CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(EXPRESSED  IN  UNITED  STATES  DOLLARS)


                                                                                     Three months ended
                                                                                         December 31,
                                                                                     2000            1999
                                                                             --------------------  ---------
<S>                                                                          <C>                   <C>
Cash flows from operating activities:
  Net loss for the period                                                    $        (2,311,209)  $(18,426)
  Adjustments to reconcile net loss to net
 cash provided by operating activities:
    Amortization of goodwill. . . . . . . . . . . . . . . . . . . . . . . .            1,354,892          -
    Amortization of deferred share-based compensation . . . . . . . . . . .              447,114          -
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                9,435          -
    Foreign currency translation adjustment . . . . . . . . . . . . . . . .               (3,397)         -
  Change in operating assets and liabilities:
    Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . .              171,051         68
    Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (11,675)         -
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .              169,861      3,973
                                                                             -------------------  ----------
  Net cash used in operating activities . . . . . . . . . . . . . . . . . .             (173,928)   (14,385)
                                                                             --------------------  ---------

Cash flows from investing activities:
  Purchase of property and equipment. . . . . . . . . . . . . . . . . . . .               (1,109)
                                                                             -------------------  ----------
  Net cash used in investing activities . . . . . . . . . . . . . . . . . .                    -     (1,109)
                                                                             --------------------  ---------


Cash flows from financing activities:
  Proceeds from issuance of notes payable . . . . . . . . . . . . . . . . .                3,593     20,340
  Proceeds from shareholder loan. . . . . . . . . . . . . . . . . . . . . .               29,622          -
  Proceeds from sales of property and equipment . . . . . . . . . . . . . .                  300          -
  Proceeds from common stock subscription . . . . . . . . . . . . . . . . .              100,000          -
                                                                             --------------------  ---------
  Net cash provided by financing activities . . . . . . . . . . . . . . . .              133,515     20,340
                                                                             --------------------  ---------
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . .              (40,413)     4,846
Cash and cash equivalents, beginning of period. . . . . . . . . . . . . . .               70,533          -
                                                                             -------------------  ----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . . . . .  $            30,120   $  4,846
                                                                             ====================  =========

Supplemental non-cash financing disclosure
 Issuance of common shares on settlement of note payable. . . . . . . . . .  $         2,000,000          -
                                                                             ====================  =========


See Accompanying Notes to these Condensed Consolidated Financial Statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INVESTAMERICA,  INC.
CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY  (DEFICIT)


                                                                                     Class A Convertible               Equity
                                                                                        Preferred Stock            Conversion
                                                                                    Shares           Amount             Right
                                                                              -------------------  -----------  -------------
<S>                                                                           <C>                  <C>          <C>
Balance, October 1, 1998
 (InvestAmerica)                                                                                -  $         -  $           -
Net loss                                                                                        -            -              -
                                                                              -------------------  -----------  -------------
Balance, September 30, 1999                                                                     -            -              -

                                                                                                -
Shares issued on settlement of lawsuit                                                          -            -              -
Shares issued for cash                                                                          -            -              -
Cancelled shares                                                                                -            -              -
Net income                                                                                      -            -              -
                                                                              -------------------  -----------  -------------
Balance, March 15, 2000                                                                         -            -              -
Adjustment for reverse                                                                          -
 acquisition on March 15, 2000                                                                  -            -              -

                                                                                                -            -              -
                                                                              -------------------  -----------  -------------
                                                                                                -
Issued on acquisition of
 Optica (Note 3)                                                                          450,000          450              -
Value of equity conversion right issued
 upon acquisition of Zed (Note 3)                                                               -            -     22,218,750
Compensation expense                                                                            -            -              -
Issued for cash                                                                                 -            -              -
Deferred share-based compensation                                                               -            -              -
Amortization of shared-based
 compensation                                                                                   -            -              -
Net loss                                                                                        -            -              -
                                                                              -------------------  ----------  ---------------
Balance, September 30, 2000                                                               450,000  $       450  $  22,218,750
                                                                              ===================  ===========  =============


See Accompanying Notes to these Condensed Consolidated Financial Statements

                                                                                                          Additional      Deferred
                                                                                     Common Stock         Paid-in      share-based
                                                                                Shares          Amount    Capital     compensation
<S>                                                                           <C>          <C>            <C>         <C>
Balance, October 1, 1998
 (InvestAmerica)                                                               9,859,148   $    9,859     $ 1,777,180   $       -

Net loss                                                                               -            -               -           -
                                                                               ----------------------------------------------------

Balance, September 30, 1999                                                    9,859,148        9,859       1,777,180           -

Shares issued on settlement of lawsuit                                         4,740,000        4,740       7,368,154           -

Shares issued for cash                                                        16,148,555       16,148         699,059           -

Cancelled shares                                                                (225,000)        (225)       (5,975)          -

Net income                                                                             -            -               -           -
                                                                              -----------------------------------------------------

Balance, March 15, 2000                                                       30,522,703       30,522       9,838,418           -

Adjustment for reverse
 acquisition on March 15, 2000                                                         -            -      (9,865,270)          -
                                                                              -----------------------------------------------------
                                                                              30,522,703       30,522         (26,852)          -
                                                                              -----------------------------------------------------

Issued on acquisition of
 Optica (Note 3)                                                                       -            -          70,184           -

Value of equity conversion right issued
 upon acquisition of Zed (Note 3)                                                      -            -               -           -

Compensation expense                                                             300,000          300       1,574,700           -

Issued for cash                                                                  194,919          195         699,845           -

Deferred share-based compensation                                                     -             -       3,760,730  (3,760,730)

Amortization of shared-based
 compensation                                                                          -            -              -      740,543

Net loss                                                                               -            -              -            -

Balance, September 30, 2000                                                   31,017,622   $   31,017   $  6,078,607 $ (3,020,187)
                                                                              =====================================================


See Accompanying Notes to these Condensed Consolidated Financial Statements

</TABLE>

<TABLE>
<CAPTION>

INVESTAMERICA, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
(Expressed in United States Dollars)
CONTINUED

                                                                               Accumulated
                                                                               Deficit During                Total
                                                                               Development            Stockholders
                                                                               Stage              Equity (Deficit)
                                                                              -----------------   ----------------
<S>                                                                           <C>                  <C>
Balance, October 1, 1998
 (InvestAmerica)                                                                $    (3,005,878)   $   (1,218,839)
Net loss                                                                             (7,248,213)       (7,248,213)
                                                                              -------------------  ---------------
Balance, September 30, 1999                                                         (10,254,091)       (8,467,052)

Shares issued on settlement of lawsuit                                                        -         7,372,894
Shares issued for cash                                                                        -           715,207
Cancelled shares                                                                              -            (6,200)
Net Income                                                                              455,785           455,785
                                                                              -------------------  ---------------
Balance, March 15, 2000                                                              (9,798,306)           70,634
Adjustment for reverse
 acquisition on March 15, 2000                                                        9,793,747           (71,523)
                                                                              -------------------  ---------------
                                                                                         (4,559)             (899)

Issued on acquisition of
 Optica (Note 3)                                                                              -            70,634
Value of equity conversion right issued
 upon acquisition of Zed (Note 3)                                                             -        22,218,750
Compensation expense                                                                          -         1,575,000
Issued for cash                                                                               -           700,040
Deferred share-based compensation                                                             -                 -
Amortization of shared-based
 compensation                                                                                 -           740,543
Net loss                                                                              (4,840,861)      (4,840,861)
                                                                               -----------------------------------
Balance, September 30, 2000                                                    $      (4,845,420)   $  20,463,217
                                                                              ===================  ===============


See Accompanying Notes to these Condensed Consolidated Financial Statements


</TABLE>

<PAGE>

     1.     CONTINUING  OPERATIONS

The  financial  statements  of  InvestAmerica,  Inc. ("InvestAmerica") have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States  ("U.S.  GAAP").  InvestAmerica is a public company quoted on the
NASD's  OTC  Bulletin  Board.

The Company,  through  its  subsidiary,  Zed Data Systems Corp., provides public
and  private  sector  end  users with data communication solutions across  North
America.  These  services  primarily  include  system  design and installation.

The  accompanying condensed consolidated financial statements have been prepared
on  a  going-concern basis, which contemplates the realization of assets and the
satisfaction  of  liabilities in the normal course of business.  At December 31,
2000,  the  Company had negative working capital of $7,808,971.  For the quarter
ended  December  31,  2000, the Company incurred a net loss of $2,311,209 and is
reliant  on  current  and  future  stockholders'  financial support to assist in
meeting  cash  flow  needs.

Management  has  evaluated  the  Company's  alternatives to enable it to pay its
liabilities as they become due and payable in the current year, reduce operating
losses  and  obtain additional or new financing in order to advance its business
plan.  Alternatives  being  considered  by  management  include,  among  others,
obtaining  financing  from new lenders, obtaining vendor financing, and issuance
of  additional  equity.  The  Company  believes  these  measures  will  provide
liquidity for it to continue as a going concern throughout fiscal 2001, however,
management  can  provide no assurance with regard thereto.  These factors, among
others,  raise  substantial  doubt  about the Company's ability to continue as a
going concern.  The financial statements do not include any adjustments relating
to  the  recoverability  and  classification  of  recorded  asset amounts or the
amounts  and  classification  of  liabilities that might be necessary should the
Company  be  unable  to  continue  as a going concern for a reasonable period of
time.

     2.     SIGNIFICANT  ACCOUNTING  POLICIES

Basis  of  Presentation

The accompanying financial data as of December 31, 2000 and for the three months
ended  December 31, 2000 and December 31, 1999 has been prepared by the Company,
without  audit,  pursuant  to  the  rules  and regulations of the Securities and
Exchange  Commission  ("SEC").  Certain  information  and  footnote  disclosures
normally  included in financial statements prepared in accordance with U.S. GAAP
have  been  condensed  or  omitted  pursuant  to such rules and regulations. The
September 30, 2000 Condensed Consolidated Balance Sheet was derived from audited
financial  statements,  but  does  not  include all disclosures required by U.S.
GAAP.  However,  the  Company believes that the disclosures are adequate to make
the information presented not misleading. These Condensed Consolidated Financial
Statements  should  be  read  in  conjunction  with  the  Consolidated Financial
Statements and the notes thereto included in the Company's Annual Report on Form
10-KSB  for  the  fiscal  year  ended  September  30,  2000.

<PAGE>

2.     SIGNIFICANT  ACCOUNTING  POLICIES

Basis  of  Presentation  (continued)

In  the  opinion  of  management,  all  adjustments  (which  include only normal
recurring  adjustments)  necessary  to  present  a  fair  statement of financial
position  as  of  December  31, 2000, results of operations for the three months
ended  December  31,  2000  and  December 31, 1999, and cash flows for the three
months ended December 31, 2000 and December 31, 1999 have been made. The results
of  operations  for the three months ended December 31, 2000 are not necessarily
indicative  of  the  operating  results  for  the full fiscal year or any future
periods.

Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  amounts reported in the condensed consolidated financial statements
and  accompanying notes. While the Company believes that such estimates are fair
when  considered  in  conjunction  with  the  condensed  consolidated  financial
position  and  results of operations taken as a whole, the actual amount of such
estimates,  when  known,  will  vary  from  these  estimates.

Concentration  of  Credit  Risk  and  Economic  Dependence

Financial instruments that potentially subject the Company to a concentration of
credit  risk  consist  principally  of  cash  and  accounts receivable.  Cash is
custodied  with  high-quality  financial institutions and short term investments
are  made  in  investment  grade securities to mitigate exposure to credit risk.
The  Company had revenues from one customer during the period ended December 31,
2000  that  accounted  for  74%  of  equipment  sales  and 39% of trade accounts
receivable  as  at  December  31,  2000.

Recent  Accounting  Pronouncements

The  Company  adopted Statement of Financial Accounting Standards NO. 133 ("SFAS
133"),  "Accounting  for  Derivative  Instruments  and  Hedging  Activities," as
amended  by  SFAS  137 and SFAS 138 as of the beginning of its fiscal year 2001.
The  Standard  requires  the Company to recognize all derivatives on the balance
sheet  at  fair value.  Derivatives that are not hedges must be adjusted to fair
value  through income.  If the derivative is a hedge, depending on the nature of
the  hedge,  changes  in the fair value of the derivatives will either be offset
against  the  change  in  fair  value  of the hedges assets, liabilities or firm
commitments  through earnings, or recognized in other comprehensive income until
the  hedged  item  is recognized in earnings.  The change in a derivative's fair
value related to the ineffective portion of a hedge, if any, will be immediately
recognized  in  earnings.  The  effect of adopting SFAS 133, as amended, did not
have  a material effect on the Company's financial position or overall trends in
results  in  operations.

In  December  1999,  the Securities and Exchange Commission ("SEC") issued Staff
Accounting  Bulletin  No.  101  ("SAB  101"),  "Revenue Recognition in Financial
Statements."  SAB  101  summarizes the requirements that must be met in order to
recognize  revenue  and  provides guidance for disclosure of revenue recognition
policies.  In  June  2000,  the  SEC  issued  SAB  No.  101B  which  delays  the
implementation  date of SAB 101 until no later than the fourth quarter of fiscal
2000.   The  Company  has assessed the impact of SAB 101 and does not expect the
adoption  to  have  a  material  effect  on its financial position or results of
operation.

<PAGE>

<TABLE>
<CAPTION>

     3.     ACCOUNTS  RECEIVABLE


                                                               December 31,    September 30,
                                                                   2000            2000
                                                              --------------  ---------------
<S>                                                           <C>             <C>
Trade accounts receivable                                     $     261,141   $      451,082
Note receivable                                                       9,130            9,462
Income taxes receivable                                              44,682           17,958
Other accounts receivable                                               160            7,446
Allowance for doubtful accounts                                     (81,193)         (80,977)
                                                              --------------  ---------------
Accounts receivable                                           $     233,920   $      404,971
                                                              ==============  ===============


The note receivable does not bear interest and is unsecured.
</TABLE>

<TABLE>
<CAPTION>

     4.     ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The components of accounts payable and accrued liabilities were as follows:

                                                                             December 31,   September 30,
                                                                                 2000            2000
                                                                             -------------  --------------
<S>                                                                          <C>            <C>
Trade accounts payable                                                       $     128,443  $      185,542
Accrued compensation                                                                95,474          79,403
Accrued interest due to related parties                                            534,001         323,112
                                                                             ------------  ---------------
Accounts payable and accrued liabilities                                     $     757,918  $      588,057
                                                                             =============  ==============

</TABLE>

5.     SEGMENTED  INFORMATION

Currently,  the  Company is principally engaged in providing data communications
solutions within North America.  Accordingly, the Company considers itself to be
in  a  single  industry and geographic segment.  All of the Company's long lived
assets  are  owned  by its wholly-owned subsidiary, Zed Data Systems Corp. which
operates  exclusively  in North America.  The Company allocates revenue based on
the  location  of  the  customer,  all  of  which  are located in North America.

<PAGE>

     6.     CONTINGENCIES

During  fiscal  1999,  a shareholder of the Company (the "Shareholder") obtained
two default judgments against the Company; one required the payment of money and
the  other  declared that the Shareholder was then the sole officer and director
of  the  Company.  The  Shareholder alleges that the Company settled the matters
addressed  in  these two default judgments in a settlement agreement (the "First
Settlement  Agreement") whereby the Company agreed to (i) issue common shares to
the  Shareholder  such  that he would then own 95% of the total amount of issued
and  outstanding  common shares; (ii) deem the Shareholder the rightful owner of
certain  common  shares issued by Fidelity Holdings, Inc.(the "Fidelity Shares")
and  certain  royalties  owed  by  a  third  party  (the "Royalties"); and (iii)
recognize  the  Shareholder  as  the Company's sole director and Chief Executive
Officer.

The  Company  claims  that  the  First Settlement Agreement was obtained without
management's  knowledge  Upon  becoming aware of the First Settlement Agreement,
the  Company  entered into a second settlement agreement (the "Second Settlement
Agreement")  with  the  Shareholder  in  which  the Shareholder relinquished his
claims  to the matters established in the First Settlement Agreement in exchange
for  (i)  4,740,000  common shares of the Company (the "Settlement Shares"); and
(ii)  the  Company's agreement that the Shareholder is the rightful owner of the
Fidelity Shares and the Royalties.  The financial statements have been presented
to  reflect  the  Second  Settlement  Agreement.

Subsequent  to  the  date of the Second Settlement Agreement, the Company issued
the  Settlement  Shares.  The certificate evidencing the Settlement Shares had a
restrictive legend on it.  The Shareholder arranged for the Court to require the
Company  to  re-issue the Settlement Shares without any restrictive legend.  The
Company alleges that it did not receive notice of the hearing on this matter and
that  the  Court's  order  with  respect  to  it  was  obtained  improperly.

The  Shareholder  has  also sued Fidelity Holdings, Inc. in a separate action in
United  States  District  Court, in which ownership of the Fidelity Shares is an
issue.  The  Shareholder  takes  the  position  in  this  action that the Second
Settlement  Agreement  does not bind him.  The Company has entered an appearance
in  this action to assert that if the Second Settlement Agreement does not apply
to  the  Shareholder, then the Company asserts ownership to the Fidelity Shares.

Management  is  uncertain  as  to  the  resolution  of this matter at this time.

<PAGE>

ITEM  1.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  AND  PLAN  OF  OPERATION.

The  following  discussion  should  be  read  in  conjunction with the unaudited
condensed consolidated financial statements and notes thereto included in Part I
-  Item  1  of  this  Quarterly  Report,  and the audited consolidated financial
statements  and  notes  thereto included in our Annual Report on Form 10-KSB for
the  fiscal  year  ended  September  30,  2000.

Certain statements contained in this Quarterly Report on Form 10-QSB, including,
without  limitation,  statements containing the words "believes", "anticipates",
"estimates",  "intends",  "expects"  and  words  of  similar  import, constitute
forward-looking  statements  within the meaning of the Private Securities Reform
Act  of  1995.  Although our management believes that the expectations reflected
in  these  forward-looking  statements  are reasonable, we can give no assurance
that  such  expectations  will prove to have been correct.  Actual results could
vary  materially  from  those  expressed  in  those  forward-looking statements.
Readers  are  referred  to  "Plan  of  Operation",  "Cash Requirements", "Future
Research, Development and Operations" and "Marketing" sections contained in this
Quarterly Report, as well as the factors described below in the section entitled
"Factors  That  May  Affect  Our  Future  Results",  which  identify some of the
important  factors  or events that could cause our actual results or performance
to  differ  materially  from  those contained in the forward looking statements.

GENERAL

On  March  15,  2000,  we  acquired 100% of the issued and outstanding shares of
Optica  Communications  International Inc. ("Optica") by way of a share exchange
reorganization, which is described in detail in our Annual Report on Form 10-KSB
filed on January 16, 2001.  Since incorporation, Optica has been in the business
of  developing  a  fiber  optic network over which it intends to provide optical
wavelength and multimedia bandwidth services, including internet, voice and data
communications,  video  and  streaming  media.

On July 7, 2000, we acquired 100% of the issued and outstanding common shares of
Zed  Data  Systems  Corp.  ("Zed")  by  way  of a purchase of shares and a share
exchange  reorganization.  In  the  share  purchase,  we  paid  an  aggregate of
$5,000,000  for approximately 77% of the issued and outstanding common shares of
Zed.  As  part  of  this Share Purchase, the balance of Zed's common shares were
converted into 50,000 shares of Class D Preferred Stock of Zed.  One shareholder
owns  all  of  these  shares  of  Class  D  Preferred  Stock  of  Zed, which are
exchangeable  at  any  time  for  an  aggregate of 50,000 shares of our Series B
Preferred  Stock.  As  a result, we own all of the issued and outstanding common
shares  of Zed.  This acquisition is described in detail in our Annual Report on
Form  10-KSB,  filed  on January 16, 2001.  Since incorporation, Zed has been in
the  business  of  providing  data communications and network systems solutions,
including network design, installation, commissioning, security and maintenance.

We  plan  to continue to operate both of these businesses over the twelve months
ending  December  31,  2001.

RESULTS  OF  OPERATIONS

The following table presents selected financial data, derived from our unaudited
condensed  consolidated  statements  of operations for the period ended December
31, 2000. The operating results for the three months ended December 31, 2000 and
1999,  respectively,  are  not necessarily indicative of the results that may be
expected  for  the  full  fiscal  year  or any future period. As a result of our
acquisition of Optica via reverse acquisition on March 15, 2000,  our  financial
statements are presented as a continuation  of  Optica.  Accordingly,  financial
information  relating to the quarter  ended December 31, 1999 is that of Optica.

<PAGE>

                                                                      Year ended
                                  Three months ended December 31,  September 30,
                                      2000              1999                2000

Revenues                         $   194,345         $        -    $   1,293,690

Cost of goods sold                    83,680                  -          890,939
                                 -----------------------------------------------
Gross Profit                         110,665                  -          402,751


Operating expenses:
  Selling, general and
   administrative (includes
   amortization of deferred
   share-based compensation)         852,004            118,426        3,625,652
  Amortization of goodwill         1,354,892                  -        1,354,892
  Interest expense                   214,978                  -          263,068

Total operating expenses           2,421,874            18,426         5,243,612
                                 -----------------------------------------------
Net loss from operations         $2,311,209             18,426      $  4,840,861
                                 ===============================================

REVENUES

Total  revenues  were $194,345 and $Nil for the quarters ended December 31, 2000
and  1999, respectively. Total revenue for the year ended September 30, 2000 was
$1,293,690.

We  currently derive our revenues from the sale, installation and maintenance of
data  communications  equipment  and  data  communication  solutions provided by
InvestAmerica's  subsidiary  Zed,  which  was  acquired  at the beginning of the
fourth  quarter  of  fiscal  2000.  We  recognize  revenues  on  delivery  if
persuasive  evidence  of  an  arrangement  exists,  delivery and installation is
complete,  the  fee  is  fixed  and  determinable and collection is probable. If
uncertainty exists  regarding  customer acceptance, revenues  are deferred until
acceptance  occurs.  If  an  acceptance  period  is  required, revenues are only
recognized  upon  customer  acceptance.

Revenues for the quarter ended December 31, 2000 were lower than expected due to
the  early  completion  of  a  major  sales  contract,  lower  than  usual sales
generation  resulting from our sales employees being  on  vacation  or attending
various  conferences, and other factors such as general slow down of capital and
information technology spending in the year-end holiday season.  We expect sales
to  slow  down  in  the  next  two quarters as large telecom companies cut their
capital  spending  budgets  further.

Revenues for the year ended September 30, 2000 were related to the completion of
a  significant contract with a large local telecommunications company. There was
no revenue recorded in the quarter ended December 31, 1999 as the Company was in
the  development  stage  at  that  time.

COST  OF  GOODS  SOLD

Total  cost  of  goods sold was $83,680 and $nil for the quarters ended December
31,  2000  and  1999,  respectively. Total cost of goods sold for the year ended
September  30,  2000  was  $890,939.

We  are generally able to achieve high margins on our sales due to the nature of
our  sales  contracts  and  type  of  equipment  we install. Data communications
equipment  and data communication solutions continue to be in high demand and as
such  provide  us an opportunity to  negotiate  high margin contracts. We expect
that over time, our margins will begin  to  shrink  as  other  competitors enter
the market and demand for data communications  equipment  declines.

<PAGE>

OPERATING  EXPENSES

SELLING,  GENERAL  AND  ADMINISTRATIVE

Sales,  general  and  administrative  expenses  consist  primarily  of salaries,
bonuses  and benefits earned by sales and marketing personnel, and related costs
for  executive,  finance  and  administrative  personnel.  Sales,  general  and
administrative  expenses  also include direct expenditures such as travel, rent,
depreciation,  advertising  and  promotion,  legal  and other professional fees.

Sales,  general  and  administrative  expenses were $404,890 and $18,426 for the
quarters  ended  December 31, 2000 and 1999, respectively, excluding share-based
compensation  charges.  This increase is due to our increased level of activity.
Sales,  general  and  administrative expenses were $2,885,109 for the year ended
September  30,  2000,  excluding  share-based  compensation  charges.

For  the  quarter  ended  December 31, 2000, general and administrative expenses
were  higher than anticipated as we have incurred substantial legal fees related
to  the  various  lawsuits  that  we  are defending.  General and administrative
expenses were also higher than anticipated for the year ended September 30, 2000
as  we  were in the process of commencing operations, hiring staff and obtaining
office space.  We have tended to use consultants to manage shareholder relations
and various financial roles resulting in an increase in the professional fees we
have  incurred.  During  the year ended September 30, 2000, we recorded a charge
for  share-based  compensation  expense  of  $1,575,000 related to the hiring of
three new employees, which is also included in sales, general and administrative
expenses.  We  have often issued shares and options to employees and consultants
as  a  means  of reducing our cash outlays. We expect general and administrative
expenses  will  increase  as we continue to expand the business and increase our
administrative  capability.

SHARE-BASED  COMPENSATION

We  recorded  deferred  share-based  compensation  of $3,760,730 during the year
ended September 30, 2000 in connection with grants of  share purchase options to
our  consultants.  We  are  amortizing this amount over the four-year period and
will  allocate  the  expense to selling, general and administrative expenses. We
recognized  $447,114  and  $nil  in  compensation  expense in the quarters ended
December  31,  2000  and 1999, respectively. During the year ended September 30,
2000,  we  recognized  $740,543  in compensation expense. We currently expect to
recognize  $1,788,456, $1,200,121 and $31,001 in share-based compensation in the
years  ending  September  30,  2001,  2002  and  2003,  respectively.

AMORTIZATION  OF  GOODWILL

Amortization  of goodwill was $1,354,892 for the quarter ended December 31, 2000
and  the year ended September 30, 2000. No such amortization was recorded in the
quarter  ended  December  31,  1999.  This  is  related  to  the  goodwill  of
approximately  $27.1  million  arising  from  the acquisition of Zed  during the
year  ended September 30, 2000. We are amortizing goodwill from the  acquisition
over  a  period  of  five years. We  anticipate  acquiring  other  companies  or
assets  which  could  result  in  further  significant  goodwill amortization or
other  charges  and this could materially impact our operating results.

INTEREST  EXPENSE

Interest expense was $214,978 and $nil  for the quarters ended December 31, 2000
and  1999, respectively, and $263,068 for the year ended September 30, 2000. The
interest  expense  relates  to  interest  accrued  on  notes payable, which bear
interest  at  12%  per annum, have no fixed repayment terms and are secured. The
majority  of  these  notes were issued in connection with the acquisition of Zed
Data  Systems  Corp  in  July  2000.

<PAGE>

INCOME  TAXES

We  have  not provided for income taxes for the quarters ended December 31, 2000
and 1999, nor for the year ended September 30, 2000 due to the fact that we have
not generated taxable income on a consolidated basis and due to the existence of
significant  net  operating  tax  loss carry-forwards. These loss carry-forwards
expire  at  various  dates  until  2006.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  December  31, 2000, we had $30,120 in cash and working capital of deficiency
$7,808,971.  We  had  incurred  a  net loss of $2,311,209 for the quarter ending
December  31,  2000.  Accordingly,  our  financial  statements  contain  note
disclosures describing the fact that these circumstances raise substantial doubt
about  our  ability  to  continue  as  a  going  concern.

For  the quarter ended December 31, 2000, our main source of working capital has
been  issuance  of notes payable and the issuance of common shares, resulting in
net  cash  provided  by  financing activities of $133,515.  Operating activities
resulted  in  a  net use of cash of $173,928.  However, our operating assets and
liabilities  provided  us with cash in the amount of $329,237, due to active and
close  management  of  accounts  payable  and  receipt  of payment in regards to
outstanding  trade  accounts  receivable.

For  the year ended September 30, 2000, our main source of capital was again the
issuance  of  notes  payable  and  the  issuance  of common shares, for net cash
provided of $6.1 million.  The acquisition of Zed and other investments resulted
in a net use of funds of $8.6 million. Operations, through collection  of  trade
receivables,  also  provided  cash  of  $2.5  million.

Plan  of  Operation

Over  the  twelve  months  ending December 31, 2001, our primary objectives with
respect  to  the  business  of  Optica  include:

-     purchasing  up  to  16,500  route miles of fiber optic cable, linking over
forty-eight  major  metropolitan  areas  in  North  America;

-     arranging  for  the purchase, installation and maintenance of the hardware
necessary  to  activate  and  operate  the  fiber  optic  network;

-     engineering  the  fiber optic network for maximum flexibility and quality;

-     implementing,  activating  and  testing selected routes of our fiber optic
network;  and

-     reselling  Indefeasible  Rights of Use (IRUs) to a nominal number of users
within  the  geographic area served by our fiber optic network.  An Indefeasible
Right  of  Use  is  an  agreement for the use of dark fiber strands over a fixed
period  of  time  (usually  measured  in  years).

Over  the  twelve  months  ending December 31, 2001, our primary objectives with
respect  to  the  business  of  Zed  include:

-     increasing  sales  to  past  and  current  customers;

-     identifying  and  selling  to  new  customers;

-     adjusting  product  and  service  offerings  to  meet  customer  needs and
demands;  and

-     adding  professional  management,  sales  and  service  personnel  to meet
customer  needs.

<PAGE>

We  anticipate that we will be able to complete our plan of operations if we can
raise a significant amount of additional financing.  Our actual expenditures and
business  plan  may  differ  significantly from those anticipated in our plan of
operations.  We may decide not to pursue our plan of operations or we may modify
our  plan of operations depending on the amount of financing that we are able to
secure.  We  do  not  currently  have  any  arrangement in place for any debt or
equity financing which would enable us to satisfy the cash requirements required
by  our  plan  of  operations.

We  anticipate  that  we  will incur further operating losses in the foreseeable
future.  We  base  this expectation in part on the assumption that we will incur
substantial operating and capital expenses in completing our plan of operations.
Our future financial results are also uncertain due to a number of factors, many
of which are outside of our control.  These factors include, but are not limited
to,  the  following:

-     willingness  of external investors, including our supplier and vendors, to
advance  significant  capital  to  us  to  finance  our purchases of fiber optic
hardware  and  cable  and to implement our business plan and plan of operations;

-     general economic conditions, government regulations and increased industry
competition;

-     uncertainty  regarding  our  suppliers'  ability  to  provide  us with the
required  fiber  optic  hardware  and  dark  fiber  cable  in  a timely fashion;

-     whether  our  fiber  optic  network  can  be  successfully  deployed;

-     whether there will be a market for our optical bandwidth services once the
development  of  our  fiber  optic  network  is  completed;  and

-     whether  demand  for  our  optical  bandwidth services will be adequate to
support  economically  viable  continued  operations.

Cash  Requirements

We  will  require a minimum of approximately $286 million over the period ending
December  31,  2001 in order to accomplish our goals.  The cash requirements are
based  on  our estimates for operational and capital costs for the period ending
December  31,  2001.

For Optica, we estimate that in this period approximately $279.5 million will be
required for the purchase of fiber optic network hardware, including $25,000,000
for  the purchase of up to 16,500 route miles of fiber optic cable, $4.5 million
to implement and test the fiber optic network, to hire project management staff,
to  implement  our  planned  sales and marketing program and for other operating
expenses.

For  Zed,  we  estimate  that  approximately  $200,000 will be required for debt
repayment,  $300,000  will required to implement our planned sales and marketing
program  and  $500,000  will  be  required  for  acquisition  or  expansion.

The  balance of $5.5 million will be required to repay debt of $5 million and to
support  general corporate expenses, including the purchase of computer hardware
and  software,  office  furniture  and  equipment,  other information technology
equipment,  expenses  in  connection  with  the  engaging  of  both  senior  and
intermediate  management  personnel  and  other  general  operating  expenses.

We  believe  we have sufficient funds on hand to pay for ongoing operating costs
and  capital  expenditures at least through March 2001.  We intend to obtain the
balance  of  the  cash  requirements  through the sale of our equity securities,
proceeds received from the exercise of outstanding warrants and stock options or
by  obtaining  further  debt  financing.

Future  Research,  Development  and  Operations

<PAGE>

The  purchase  of  fiber  optic  network  equipment  and  fiber optic cable will
represent  the  first  phase of a planned multi-phase deployment of an extensive
international  fiber  optic  network.  This first phase, known as the "Stage One
Network"  will  be  located  entirely in North America.  Optica plans to use the
Stage  One  Network  to  serve  48  North  American  cities.

We  intend  to  purchase  the  fiber optic network hardware and dark fiber optic
cable  by June 30, 2001.  Although we have identified several suppliers of fiber
optic  cable and hardware, we have not entered into any binding arrangements for
the supply of such materials.  On December 15, 2000, Optica signed a non-binding
letter  of  intent  with  a  major  fiber  optical equipment manufacturer and is
proceeding with negotiations to finalize the terms of a supply agreement for the
purchase  of  approximately  $675,000,000  worth of fiber optic network hardware
over  the  next  two  years.  We anticipate implementing, activating and testing
selected routes of our fiber optic network in November, 2001 with the full fiber
optic  network being deployed by the end of the fourth quarter of the year ended
September  30,  2002  as  warranted by sales and customer demand.  We anticipate
commencing the provision of optical bandwidth services by November 30, 2001.  We
will  be  required to hire 20 technical staff in connection with the development
of  our  fiber optic network and we anticipate hiring some of those personnel by
June  30,  2001.  Finally,  we  anticipate  implementing  our  planned sales and
marketing  program  by  June  30,  2001.

With  respect  to Zed, we intend to hire additional persons in sales management,
sales  and  service,  and  to  conduct  a  telemarketing program in an effort to
increase  our  sales  to  past  and current customers.  The additional sales and
marketing personnel will also focus on identifying and contacting new customers.
We will also continue to monitor and adjust our product and service offerings to
keep  pace  with  new  technology  and  ever  changing  customer  demand.

Marketing

In  order  to  increase  Zed's  sales  volume,  we  plan  to:

-     hire  a  seasoned  sales  director;

-     hire  additional  sales  staff;

-     hire  additional  sales  staff;

-     negotiate  with  current and additional hardware and software vendors; and

-     operate  a  telemarketing  program.

With  respect  to  Optica,  we expect that our primary customers for our optical
bandwidth  services  will  include  competitive  local  exchange  carriers, data
oriented  local  exchange  carriers,  internet service providers, inter-exchange
carriers  and  incumbent  local  exchange  carriers.  In order to compete in the
existing  markets  for  our products and generate consumer awareness, we will be
required  to  undertake  a  very  aggressive advertising and marketing campaign.
This  will  require  that we place advertisements in several key trade magazines
and  publications,  as  well  as  exhibiting  our software products at the major
tradeshows  held  throughout  the  year.

Personnel

As  of  December  31, 2001, we had 21 permanent employees with 12 in the area of
corporate  administration, 6 in technology and service and 3 in sales (we employ
a  total  of  22  people,  including consultants).  Over the twelve month period
ending  December  31,  2001,  we  plan  to  expand our total number of permanent
employees  in  these  same  departments  to  approximately 70, with 5 additional
part-time  employees.

Purchase  or  Sale  of  Equipment

Other  than the purchases planned by Optica for fiber optic network hardware and
fiber  optic  cable,  we  do  not anticipate that we will expend any significant
amount  on  equipment  for our present or future operations over the next twelve
months.

<PAGE>

Factors  That  May  Affect  Our  Future  Results

An  investment  in our common stock involves a number of very significant risks.
You  should carefully consider the following risks and uncertainties in addition
to  other  information in this annual report in evaluating InvestAmerica and our
businesses  before  purchasing  shares  of  our  common  stock.  Our  business,
operating  results  and financial condition could be seriously harmed due to any
of  the  following  risks.  The  trading price of the shares of our common stock
could  decline due to any of these risks, and you could lose all or part of your
investment.

OUR  LIMITED  OPERATING  HISTORY  MAKES  IT DIFFICULT TO EVALUATE WHETHER WE CAN
OPERATE  PROFITABLY.

Before  we  acquired  Zed,  we had no revenues or earnings.  We do not currently
have  any  significant assets or financial resources.  Our prospects are subject
to  the risks, expenses and uncertainties frequently encountered by companies in
the very early stages of development, especially in the new and rapidly evolving
field of fiber optic technology.  There can be no assurance that we will be able
to  address  any  of  these  challenges.

SINCE  WE  HAVE  A  HISTORY  OF NET LOSSES AND A LACK OF ESTABLISHED REVENUE, WE
EXPECT  TO  INCUR  NET  LOSSES  IN  THE  FUTURE.

Our  consolidated  financial  statements  reflect that we have not generated any
significant  revenues  and have incurred significant net losses, including a net
loss  of  $4,840,861  for the year ended September 30, 2000.  As of December 31,
2000, we had an accumulated deficit of $7,156,628.  We expect to have continuing
net  losses  and  negative  cash  flows for the foreseeable future.  The size of
these  net  losses  will depend, in part, on the commencement of and the rate of
growth  in  our  revenues.

Despite  the  revenues  generated by Zed, with our entrance into the competitive
fiber  optics  communication  business,  we  have  significantly  increased  our
operating  expenses and we expect that our operating expenses will significantly
increase  in  the  future.  To  the extent that any such expenses are not timely
followed  by  increased revenues, our business, results of operations, financial
condition  and  prospects  would  be  materially  adversely  affected.  These
circumstances  raise  substantial doubt about our ability to continue as a going
concern as described in an explanatory paragraph to our independent accountants'
opinion  on  the  December  31,  2000  audited  financial  statements.

IF  WE  DO  NOT RAISE ADDITIONAL FUNDS FROM THIRD PARTY SOURCES OR BEGIN TO EARN
REVENUES,  THEN  WE  MAY  BE  UNABLE  TO  CONTINUE  OPERATING.

Recurring  operating  losses and the significant working capital needs predicted
for  our  fiber  optic business will require that we obtain additional operating
capital  before  we  have established that our fiber optic business can generate
significant  revenue.  The  continuation of our businesses is dependent upon the
successful  execution  of  our  business plan.  We will not have any products to
sell  from our fiber optic business until July, 2001 at the earliest, and we are
relying  on  third  parties  (mainly  suppliers)  to  meet  that  target  date.

While  we  are expending our best efforts to meet our financing needs, there can
be no assurance that we will be successful in raising capital from third parties
or generating sufficient funds for operations and continued development.  We are
planning  to  raise  a  substantial  portion of the capital needed for our fiber
optic  business  through  vendor financing from our suppliers, with whom we have
not  yet  contracted.  In  the  event that we are unable to negotiate acceptable
terms  with  our  suppliers,  we  may  not  have adequate financial resources to
continue  our  business.

WE  ARE IN A HIGHLY COMPETITIVE INDUSTRY AND SOME OF OUR COMPETITORS MAY BE MORE
SUCCESSFUL  IN  ATTRACTING  AND  RETAINING  CUSTOMERS.

The  market  for  fiber  optic  bandwidth and services is highly competitive; we
expect  that  competition  will  continue  to intensify and prices will decline.
Negative  competitive  developments  could  prevent  our  business  from  being
successful.  All  of  our  potential competitors have more established operating
histories  than  our  Optica  subsidiary

<PAGE>

does, as well as significantly greater financial, technical, sales and marketing
resources.  As a result, our competitors are able to devote greater resources to
the  development,  promotion,  sale  and  support  of  their  products.

In  particular,  we will face significant competition from Global Crossing, GTE,
Broadwing,  Level  3  Communications  and  Williams  Communications.  To  a less
significant  extent,  we  will  face  competition  from  AT&T,  Sprint,  Qwest
Communications  and  MCI  Worldcom.  All  of  these  potential  competitors have
greater  name  and  brand  recognition  than  we  do.

ZED'S DEPENDENCE UPON KEY CUSTOMERS MAY AFFECT ITS FUTURE REVENUES AND PROSPECTS

Zed is dependent upon a limited number of customers for a substantial portion of
its  revenues.  The  loss  of  any  of  these  customers  would have a material,
significant  adverse  impact  upon  Zed's  continued  operations,  revenues  and
prospects  for  profits, but would not significantly impact our working capital,
liquidity  or  long term prospects.  One of Zed's customers accounted for 74% of
Zed's  revenues and 39% of Zed's accounts receivable for the period from July 7,
2000  to  December  31, 2000.  Although Zed expects to expand its customer base,
there  can  be no assurance that it will be successful and, if the customer base
is  expanded,  that  Zed  will  be  able  to  retain  its  existing  customers.
Furthermore,  an  unexpected  decline in sales to this one customer could have a
materially  adverse  impact upon Zed and its continued operations.  In addition,
there  are  no  firm  contracts  governing  Zed's  relationship  with any of its
customers.  Accordingly,  such  business  relationships  could  be terminated or
curtailed at any time.  The lack of firm contracts between Zed and its customers
could  have  a  materially  adverse  impact  on  Zed's  revenue.

WE WILL RELY HEAVILY ON REVENUES DERIVED FROM A SMALL NUMBER OF CUSTOMERS, WHICH
MAY  PROVE  TO  BE  AN  INEFFECTIVE  MEANS  OF  RAISING  REVENUES.

We  expect  to generate the majority of our fiber optic business revenues from a
very small number of significant customers.  Our ability to continue to generate
substantial revenue will depend upon these customers and our revenue may decline
if any of these potential customers were to cancel, reduce or delay purchases of
our  fiber  optic  network  products or if they were to demand significant price
concessions.

FAILURE  TO  EFFECTIVELY MANAGE THE GROWTH OF OUR BUSINESS COULD HARM OUR FUTURE
BUSINESS  RESULTS  AND  MAY  STRAIN  OUR  MANAGERIAL,  FINANCIAL AND OPERATIONAL
RESOURCES.

As our Optica subsidiary proceeds with the development of its proposed Stage One
Network, we expect that it may experience significant and rapid growth.  It will
need  to  add  staff to market its products, manage operations, handle sales and
marketing  and  perform finance and accounting functions.  This growth is likely
to  place  a  significant  strain  on  our managerial, financial and operational
resources.  The  failure  to develop and implement effective systems, or to hire
and  retain  sufficient  personnel  for  the performance of all of the functions
necessary  to  effectively  service  and  manage  our potential business, or the
failure  to  manage  growth effectively, could have a material adverse impact on
our  business  and  financial  condition.

A  LOSS  OF  ANY  KEY  PERSONNEL  COULD  IMPAIR  OUR  ABILITY  TO  SUCCEED.

In  part,  our  future  success  depends  on  the  continued  service of our key
management  personnel,  particularly:  Douglas  Smith,  Ernst Gemassmer and Rick
Connole at InvestAmerica, and Lyle Kerr, Neil Wieler, Jim Duncan and Mark Nomura
at  Optica.  The loss of their services, or the services of other key employees,
could  impair  our  ability  to  grow  our  business.

Our  future  success also depends on our ability to attract, retain and motivate
highly  skilled employees. Competition for employees in our industry is intense.
We  may  be  unable  to  attract,  assimilate  or  retain other highly qualified
employees  in  the future. In the past, we have experienced difficulty in hiring
and  retaining  highly  skilled  employees  with  appropriate qualifications. We
expect  this  difficulty  to  continue  in  the  future.

WE  ARE  UNCERTAIN  WE  CAN  OBTAIN  THE  CAPITAL  TO  GROW  OUR  BUSINESS.

<PAGE>

To  fully  realize  our  business  objectives  and  potential,  we  will require
significant  additional financing.  The fiber optics networking business is very
capital intensive.  Our current operating plan calls for the expenditure of over
one  billion  dollars  in the next few years.  For the year ending September 30,
2001,  Optica plans to spend approximately $275 million for capital assets, $250
million  of  which  we  plan to raise through vendor financing.  In addition, we
will  need  to  raise  another $94 million for debt repayment of $5 million, for
working  capital and to establish an appropriate base of working capital for our
operations.  We  may be unable to obtain some or all of this required financing,
or we may not be able to acquire it on terms favorable to us.  If adequate funds
are  not  available  on  acceptable  terms,  we  may  be  unable  to:

-     fund  our  expansion;

-     successfully  promote  our  products  and  services;

-     develop  or  enhance  our  products  and  services;

-     respond  to  competitive  pressures;  or

-     take  advantage  of  acquisition  opportunities.

Additional financing may be debt, equity or a combination of debt and equity. If
we  raise  additional  funds  through  the  issuance  of  equity securities, our
stockholders  may  experience dilution of their ownership interest and the newly
issued  securities may have rights superior to those of the common stock.  If we
raise  additional funds by issuing debt, we may be subject to limitations on our
operations,  including  limitations  on  the  payment  of  dividends.

OUR  INABILITY TO ADAPT TO EVOLVING TECHNOLOGIES AND CUSTOMER DEMANDS MAY IMPEDE
OUR  FUTURE  GROWTH.

To be successful, we must adapt to rapidly changing fiber optic technologies and
customer  demands. To that end, we will continually need to enhance our products
and  services  and  introduce  new  services  to address our customers' changing
needs.  If we need to modify our services or infrastructure to adapt to changes,
we  could  incur  substantial additional development or acquisition costs. If we
cannot  adapt to these changes, or do not sufficiently increase the features and
functionality  of  our  products  and  services, our customers may switch to the
product  and  service  offerings  of  our  competitors or potential competitors.

IF  OUR  SYSTEMS  DO  NOT  PERFORM  AS  EXPECTED,  OUR POTENTIAL REVENUES MAY BE
SIGNIFICANTLY  REDUCED.

Any system failure, including network, software or hardware failure, that causes
an  interruption in our service or a decrease in our responsiveness could result
in  a  loss  of  customers,  damage  to  our  reputation  and substantial costs.

SINCE  THE  MARKET  FOR  STOCKS  OF TECHNOLOGY COMPANIES HAS EXPERIENCED EXTREME
PRICE  FLUCTUATIONS,  OUR  SHARES  MAY  EXPERIENCE  EXTREME  PRICE  AND  VOLUME
FLUCTUATIONS.

The  market  for  the  stocks  of  technology-related  companies has experienced
extreme  price and volume fluctuations. The market price of our common stock may
be volatile and may decline. In the past, securities class action litigation has
often  been  initiated  against companies following periods of volatility in the
market  price  of  their  securities. If initiated against us, regardless of the
outcome,  litigation  could  result  in substantial costs and a diversion of our
management's  attention  and  resources.

IF  HOLDERS OF OUR CONVERTIBLE PREFERRED STOCKS CONVERT, OUR COMMON STOCK MAY BE
DILUTED  AND  SALES  OF  THE  SHARES  MAY  REDUCE  OUR  STOCK  PRICE.

The  existence of convertible preferred stocks may make it more difficult for us
to  raise  capital when necessary and may depress the market price of our common
stock  in  any  market  that may develop for such securities.  Future sales of a
substantial  number  of  our common shares in the public market could reduce the
market  price of the stock. It could also impair our ability to raise additional
capital  by  selling  more  of  our  common  stock.

<PAGE>

SINCE  OUR  SHARES  ARE  SUBJECT  TO  SIGNIFICANT PRICE AND VOLUME FLUCTUATIONS,
STOCKHOLDERS  MAY  HAVE  DIFFICULTY  RESELLING  THEIR  SHARES.

Our  common  stock is quoted on the OTC Bulletin Board and is thinly traded.  In
the  past,  our  trading  price has fluctuated widely, depending on many factors
that  may  have  little  to  do  with our operations or business prospectus.  In
addition,  the OTC Bulletin Board is not an exchange and, because trading of the
securities  on the OTC Bulletin Board is often more sporadic than the trading of
securities  listed  on  an  exchange  or  the  Nasdaq,  you  may have difficulty
reselling  any  of  the  shares  you  purchase  from  the  selling stockholders.

TRADING  OF  OUR  STOCK  MAY  BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS
WHICH  MAY  LIMIT  A  STOCKHOLDER'S  ABILITY  TO  BUY  AND  SELL  OUR  STOCK.

The  U.S.  Securities  and  Exchange  Commission  has  adopted regulations which
generally define "penny stock" to be any equity security that has a market price
(as  defined)  less than $5.00 per share or an exercise price of less than $5.00
per  share,  subject  to  certain exceptions.  Our securities are covered by the
penny  stock  rules,  which  impose  additional  sales  practice requirements on
broker-dealers  who  sell  to  persons  other  than  established  customers  and
"accredited  investors."  The  term  "accredited  investor"  refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in  excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with  their  spouse.  The  penny stock rules require a broker-dealer, prior to a
transaction  in  a penny stock not otherwise exempt from the rules, to deliver a
standard  risk  disclosure document in a form prepared by the SEC which provides
information  about  penny  stocks and the nature and level of risks in the penny
stock market.  The broker-dealer also must provide the customer with current bid
and  offer quotations for the penny stock, the compensation of the broker-dealer
and  its  salesperson  in the transaction and monthly account statements showing
the  market  value  of each penny stock held in the customer's account.  The bid
and  offer  quotations,  and  the  broker-dealer  and  salesperson  compensation
information,  must  be  given  to  the  customer  orally  or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with  the  customer's  confirmation.  In addition, the penny stock rules require
that  prior  to  a  transaction in a penny stock not otherwise exempt from these
rules,  the  broker-dealer  must  make  a special written determination that the
penny  stock  is  a  suitable  investment  for  the  purchaser  and  receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may  have  the effect of reducing the level of trading activity in the secondary
market  for the stock that is subject to these penny stock rules.  Consequently,
these  penny  stock  rules may affect the ability of broker-dealers to trade our
securities.  We  believe that the penny stock rules discourage investor interest
in  and  limit  the  marketability  of,  our  common  stock.

PROVISIONS  IN  OUR  CHARTER  OR  AGREEMENTS  MAY  PREVENT  OR DELAY A CHANGE OF
CONTROL.

Provisions  of  our  Certificate  of  Incorporation  and  our Bylaws, as well as
provisions of applicable Nevada law may discourage, delay or prevent a merger or
other  change  of control that a stockholder may consider favourable.  Our board
of directors has the authority to issue up to 200,000,000 shares of common stock
and  to  determine the price and terms, including preferences and voting rights,
of  those shares without stockholder approval.  As of December 31, 2000, we have
issued the following (or are required to issue additional shares of common stock
as  the  result  of  our  receipt  of conversion notices from the holders of the
convertible  preferred  stock):  (1) 10,600,000 stock options to purchase common
stock,  (2)  170,957 warrants to purchase common stock, (3) 83,250,000 shares of
common stock are issuable upon conversion of Series "A" preferred stock; and (4)
an  additional 15,000,000 shares of common stock are issuable upon conversion of
Series  "B" preferred stock assuming the exchange of Zed Preferred Stock for our
Series  B  Preferred  Stock.  The  issuance of additional shares of common stock
could,  among  other  things,  have  the  following  effect:

-     delay,  defer  or  prevent  an  acquisition  or a change in control of our
company;

-     discourage  bids  for our common stock at a premium over the market price;
or

-     reduce the market price of, and the voting and other rights of the holders
of,  our  common  stock.

Furthermore,  we  are  subject  to  Nevada  laws  that  could have the effect of
delaying,  deterring  or  preventing a change in control of our company.  One of
these  laws  prohibits  us  from  engaging  in  a  business combination with any

<PAGE>

interested  stockholder  for  a  period  of three years from the date the person
became  an  interested  stockholder,  unless  certain  conditions  are  met.  In
addition,  certain  provisions  of  our  Certificate  of  Incorporation  and our
By-laws,  and  the  significant  amount  of  common  stock held by our executive
officers,  directors  and  affiliates,  could  together  have  the  effect  of
discouraging  potential  takeover  attempts  or  making  it  more  difficult for
stockholders  to  change  management.

WE  DO  NOT  EXPECT  TO  PAY  DIVIDENDS.

We  have  not  paid  dividends on our common stock or preferred stock and do not
expect  to  do  so  in  the  foreseeable  future.

                           PART II - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS.

As  disclosed  in our Annual Report on Form 10-KSB filed on January 16, 2001, we
are a defendant in a number of pending lawsuits that were filed by Daniel Tepper
(collectively,  the  "Tepper  Actions").

There  have been no material changes in any of the Tepper Actions since we filed
our  Annual  Report  on  Form  10-KSB.  Other than as disclosed above and in our
Annual  Report  on  Form 10-KSB, we know of no material, active or pending legal
proceedings  against  us,  nor  are  we  involved as a plaintiff in any material
proceedings or pending litigation.  There are no proceedings in which any of our
directors,  officers  or affiliates, or any registered or beneficial shareholder
is  an  adverse  party  of  has  a  material  interest  adverse  to  us.

ITEM  2.     CHANGES  IN  SECURITIES.

Shares  Issued  from  Treasury

On  December  5,  2000, we issued 336,538 common shares, at a price of $5.94 per
share,  to  one  of  our  officers/directors in a transaction private in nature,
relying  on  the exemptions from registration under Section 4(2) and/or Rule 506
of  Regulation  D  promulgated  under  the  Securities  Act  of  1933.

Stock  Options

As noted in our Annual Report on Form 10-KSB filed on January 16, 2001, on April
6,  2000,  we  granted an aggregate of 735,000 options to purchase shares of our
common  stock  to  1  employee and 1 consultant.  The options were granted at an
exercise  price of $5.94 per share, are exercisable until April 6, 2005 and were
granted  to  the employee and the consultant in a transaction private in nature,
in  reliance  on Section 4(2) and/or Rule 506 of Regulation D or in an "offshore
transaction" pursuant to Regulation S promulgated under the 1933 Act.  Copies of
the  stock  option  agreements  between Investamerica, Inc. and the employee and
consultant  are  appended  to  this  Quarterly  Report  as  exhibits.

Also  as noted in our Annual Report on Form 10-KSB filed on January 16, 2001, on
July  21, 2000, we granted an aggregate of 715,000 options to purchase shares of
our common stock to 14 employees.  The options were granted at an exercise price
of  $1.41 per share, are exercisable until July 21, 2005 and were granted to the
employees  and the consultant in a transaction private in nature, in reliance on
Section  4(2)  and/or  Rule  506 of Regulation D or in an "offshore transaction"
pursuant  to  Regulation  S promulgated under the 1933 Act.  Copies of the stock
option  agreements between Investamerica, Inc. and the employees are appended to
this  Quarterly  Report  as  exhibits.

On  December  7, 2000, our Board of Directors approved the grant of options to 5
employees  and  2 consultants to purchase up to an aggregate of 5,255,000 shares
of  our  common stock at an exercise price of $0.66 per share for a 5 year term,
vesting  monthly  over  24  months.  The  options  were granted in a transaction
private  in  nature, in reliance on Section 4(2) and/or Rule 506 of Regulation D
or  in  an "offshore transaction" pursuant to Regulation S promulgated under the
1933 Act.  Copies of the stock option agreements between Investamerica, Inc. and

<PAGE>

Brian  Kitts  (a  consultant),  Eric  Turcotte  (a  consultant), Mark Nomura (an
employee)  and  Ben  Lew  (an employee) are appended to this Quarterly Report as
exhibits.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

None.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

None.

ITEM  5.     OTHER  INFORMATION.

None.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

Reports  on  Form  8-K

Following  the  end  of  the quarter ended December 31, 2001, we filed a Current
Report  on  Form 8-K on January 3, 2001 and a Current Report on Form 8-K/A, also
on  January  3, 2001, both of which were filed with respect to the change in our
certifying  accountant  from  Braverman  & Company to Deloitte & Touche LLP.  On
December  28,  2000,  we  announced that our Board of Directors had approved our
decision  to engage Deloitte & Touche LLP to audit our financial statements from
this  point  forward.  On January 16, 2001, we filed a further Current Report on
Form  8-K/A  in  this  regard,  attaching  a  letter from our previous auditors,
Braverman  &  Company.

Exhibits

EXHIBIT
NO.          DESCRIPTION  OF  EXHIBIT

Exhibits  Required  by  Item  601  of  Regulation  S-B

(3)     Articles  of  Incorporation  and  By-laws

     3.1     Articles of Incorporation of our company (incorporated by reference
from  our  Form  10-SB  Registration  Statement,  filed  November  30,  1999).

     3.2     Bylaws  of  our  company  (incorporated  by reference from our Form
10-SB  Registration  Statement,  filed  November  30,  1999).

     3.3     Amended  Articles  of Incorporation of our company (incorporated by
reference  from our Form 10-SB Registration Statement, filed November 30, 1999).

(10)     Material  Contracts

     10.1     Stock  Option  Agreement  between  Investamerica, Inc. and M. Eric
Turcotte,  dated  April  6,  2000

     10.2     Stock  Option  Agreement  between  Investamerica, Inc. and Raymond
Polman,  dated  April  6,  2000

     10.3     Stock  Option  Agreement  between  Investamerica, Inc. and Shirley
Moy,  dated  July  10,  2000

     10.4     Stock  Option  Agreement  between  Investamerica,  Inc. and Angela
Chong,  dated  July  10,  2000

     10.5     Stock  Option  Agreement  between  Investamerica,  Inc.  and Tracy
(Thuc)  Pham,  dated  July  10,  2000

<PAGE>

     10.6     Stock  Option  Agreement  between Investamerica, Inc. and Jennifer
Hepting,  dated  July  10,  2000

     10.7     Stock  Option  Agreement  between  Investamerica, Inc. and Patrick
Chan,  dated  July  10,  2000

     10.8     Stock  Option  Agreement  between  Investamerica,  Inc. and Merlin
Mott,  dated  July  10,  2000

     10.9     Stock  Option  Agreement  between  Investamerica,  Inc. and Kelley
Deon,  dated  July  10,  2000

     10.10     Stock  Option  Agreement  between  Investamerica,  Inc.  and  Ian
Archibald,  dated  July  10,  2000

     10.11     Stock  Option  Agreement  between  Investamerica,  Inc.  and Rick
Connole,  dated  July  10,  2000

     10.12     Stock  Option  Agreement  between Investamerica, Inc. and Maureen
Owen,  dated  July  10,  2000

     10.13     Stock  Option  Agreement  between  Investamerica,  Inc.  and Doug
Thomas,  dated  July  10,  2000

     10.14     Stock  Option  Agreement  between  Investamerica,  Inc.  and  Tom
Wieler,  dated  July  10,  2000

     10.15     Stock  Option  Agreement  between  Investamerica,  Inc. and Helen
Moon,  dated  July  10,  2000

     10.16     Stock  Option Agreement between Investamerica, Inc. and Madeleine
Saw,  dated  July  10,  2000

     10.17     Stock  Option  Agreement  between  Investamerica,  Inc. and Brian
(Qian)  Sun,  dated  July  10,  2000

     10.18     Stock  Option  Agreement  between  Investamerica,  Inc.  and Neil
Wieler,  dated  February  8,  2000

     10.19     Stock Option Agreement between Investamerica, Inc. and Lyle Kerr,
dated  February  8,  2000

     10.20     Stock  Option  Agreement  between  Investamerica,  Inc.  and  Jim
Duncan,  dated  February  8,  2000

     10.21     Stock  Option  Agreement  between  Investamerica,  Inc. and Brian
Kitts,  dated  December  7,  2000

     10.22     Stock  Option  Agreement  between Investamerica, Inc. and M. Eric
Turcotte,  dated  December  7,  2000

     10.23     Stock  Option  Agreement  between  Investamerica,  Inc.  and Mark
Nomura,  dated  December  7,  2000

     10.24     Stock  Option  Agreement between Investamerica, Inc. and Ben Lew,
dated  December  7,  2000

     10.25     Lock-Up  Agreement  between  Investamerica,  Inc.  and  Crystsal
Marriott  S.A.,  dated  October  20,  2000

     10.26     Lock-Up  Agreement  between  Investamerica,  Inc.  and  Russells
Systems  Limited,  dated  October  20,  2000

     10.27     Lock-Up Agreement between Investamerica, Inc. and Winjoy Services
Centre  Limited,  dated  October  20,  2000

     10.28     Lock-Up  Agreement  between  Investamerica,  Inc.  and  Virgil
Securities  S.A.,  dated  October  20,  2000

<PAGE>

                                   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.


INVESTAMERICA,  INC.

By:   /s/ Douglas Smith
      Douglas  Smith,
      Chairman/President/Chief  Executive  Officer
      Date:  February 14,  2001

By:   /s/ Brian Kitts
      Brian  Kitts,  Secretary/Director
      Date:  February 14,  2001

By:   /s/ Ernst Gemassmer
      Ernst  Gemassmer,  Director
      Date:  February 14,  2001

By:   /s/ Fred Fierling
      Fred  Fierling,  Director
      Date:  February 14,  2001