`U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended March 31, 2001


       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
             For the transition period from ________ to __________

                         Commission file number 0-30936

                            NVID INTERNATIONAL, INC.
                 (Name of small business issuer in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   59-3458195
                      (I.R.S. Employer Identification No.)

28163 U.S. 19 North, Suite 302, Clearwater, Florida     33761            (727) 669-5005
(Address of principal executive offices)             (Zip Code)   (Issuer's telephone number)


Number of shares outstanding of the issuer's common equity, as of April 6, 2001.
67,434,535


Transitional Small Business Disclosure Format (check one):

Yes      No  X 



                                       1


                                     PART I

                           FORWARD-LOOKING STATEMENTS

        Certain statements contained in this filing are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, such
as statements relating to financial results and plans for future business development
activities, and are thus prospective. These statements appear in a number of places
in this Annual Report and include all statements that are not statements of historical
fact regarding intent, belief or current expectations of the Company, its directors
or its officers with respect to, among other things: (i) the Company's financing
plans; (ii) trends affecting the Company's financial condition or results of operations;
(iii) the Company's growth strategy and operating strategy; and (iv) the declaration
and payment of dividends. The words "may," "would," "could," "will," "expect," "estimate,"
"anticipate," "believe," "intend," "plans," and similar expressions and variations
thereof are intended to identify forward-looking statements.

        Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, many of which
are beyond the Company's ability to control. Actual results may differ materially
from those projected in the forward-looking statements as a result of various factors.
Among the key risks, assumptions and factors that may affect operating results, performance
and financial condition are changes in technology, fluctuations in the Company's
quarterly results, ability to continue and manage its growth, liquidity and other
capital resources issues, competition and the other factors discussed in detail in
the Company's filings with the Securities and Exchange Commission.


                                       2



Item 1.  Financial Statements.


                      NVID INTERNATIONAL, INC. & SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                         March 31,             December 31,
                                                           2001                    2000     

                           Assets

Current Assets
  Cash                                                $    15,595             $     23,172
  Accounts receivable                                      13,904                   22,462
  Inventory                                                96,324                   65,846
  Prepaid expenses                                         38,071                   19,728  
    Total current assets                                  163,894                  131,208  


Property and equipment, net                                36,698                   37,815  

Other Assets
  Note receivable from Stockholder                          5,000                    5,000
  Patents pending                                         251,954                  251,954
  Deposits                                                  2,145                    2,145
  Goodwill, net                                           294,121                  295,971  
    Total other assets                                    553,220                  555,070  


Total Assets                                          $   753,812             $    724,093
                                                    ===============           ==============

                 Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
  Bank overdraft                                      $     1,128             $          -
  Accounts payable                                         89,373                   81,676
  Patent costs payable                                    155,767                  165,767
  Accrued salaries and benefits                           223,438                  222,860
  Notes payable                                                 -                   35,036  
    Total current liabilities                             469,706                  505,339  

Stockholders' Equity (Deficit)
  Common stock, $.001 par value,
    100,000,000 shares authorized;
    67,434,535 and 61,126,747 shares issued and
    outstanding                                            67,435                   61,127
  Additional paid-in capital                            7,301,478                6,976,008
  Accumulated deficit                                  (7,086,104)              (6,818,381)
  Accumulated other comprehensive income                    1,297                        -  
    Total stockholders' equity (deficit)                  284,106                  218,754  


Total Liabilities and Stockholders' Equity (Deficit) $    753,812             $    724,093
                                                    ===============           ==============

                                       3



                      NVID INTERNATIONAL, INC. & SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME

            FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2001 AND 2000




                                                           2001                     2000     


Sales                                                 $      1,975             $       427

Cost of sales                                                2,554                   5,330   

Gross profit (loss)                                           (579)                 (4,903)

Operating expenses
  Personnel costs                                           79,986                  44,662
  Travel                                                    12,345                  15,058
  Professional services                                    113,761                  67,965
  Penalties and fines                                            -                       0
  Research and development                                  15,500                       0
  Rent                                                      10,779                   1,681
  Depreciation and amortization                              4,700                   4,468
  Office expense                                            16,952                   7,110
  Telecommunications                                         4,041                   6,269
  Commissions                                                4,000                       0
  Marketing and promotions                                   4,967                  15,553   
    Total operating expenses                               267,031                 162,766   

Operating loss                                            (267,610)               (167,669)

Other income (expense)
  Interest expense                                            (113)                 (5,000)  
    Total other income (expense)                              (113)                 (5,000)  

Net loss                                                  (267,723)               (172,669)

Other comprehensive income:
Foreign currency translation adjustments                     1,297                       -   

Comprehensive income                                   $  (266,426)            $  (172,669)
                                                      ==============          ===============

Net loss per share                                     $     (0.00)            $     (0.00)
                                                      ==============          ===============

                                       4



                      NVID INTERNATIONAL, INC. & SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000


                                                              2001                 2000    

Cash Flows From Operating Activities
  Net loss                                                 $ (267,723)        $  (172,669) 
  Adjustments to reconcile net loss to cash
    used in operating activities
      Depreciation and amortization                             4,700               4,468
      Common stock issued for operating expenses               26,250               5,000
      Decrease (increase) in operating assets
        Accounts receivable                                     8,558               1,844
        Inventory                                             (30,478)                  -
        Prepaid expenses                                      (18,343)                  -
      Increase (decrease) in operating liabilities
        Effect of foreign currency translation                  1,297                   -
        Accounts payable                                        7,697             (13,992)
        Patent costs payable                                  (10,000)                  -
        Accrued salaries and benefits                             578             (40,023) 
          Total adjustments                                    (9,741)            (42,703) 
            Net cash used in operating activities            (277,464)           (215,372) 

Cash Flows From Investing Activities
  Purchase of fixed assets                                     (1,733)                  -
  Purchase of intangible assets                                     -             (75,000) 
    Net cash used in investing activities                      (1,733)            (75,000) 

Cash Flows From Financing Activities
  Bank overdraft                                                1,128                   -
  Proceeds from issuance of common stock
    net of broker fees of $0                                  277,882             351,334
  Payments on notes                                            (7,390)                  -  
    Net cash provided by financing activities                 270,492             351,334  

Effect of forgien currency translation                          1,297                   -  
Net increase in cash                                           (7,577)             60,962
Cash at beginning of year                                      23,172              17,426  
Cash at end of year                                        $   15,595         $    78,388
                                                           ============       =============



                                       5





                                                                 2001                 2000 

Supplemental Cash Flow Information:
  Cash paid for interest                                   $    113.00        $          -
                                                           ============       =============

For purposes of the statement of cash flows, management considers all deposits and financial
instruments with original maturities of less than three months to be cash and cash equivalents.

Material non-cash transactions not reflected in the statement of cash flows include:

The Company issues common stock 1) for cash, 2) in exchange for goods or services, and
 3) for debt conversions. Sales of stock for cash are comprised of a series of smaller
 transactions throughout the year. The typical purchase is not more than $20,000. When
 common stock is issued as payment for goods and services, the transaction is measured at the
 the at the fair value of the goods or services received. Common stock is issued for convertible
 debt in accordance with the terms of the debt instrument.

Three Months Ended March 31, 2001
Common stock issued for services:
                                                      Number of      Price per
               Description                             shares          share

    Public relations - shareholder dispute              525,000         0.05
      Total shares issued for services                  525,000
                                                    =============

  The Company issued common stock for the payment of debt in the $27,646.

Three Months Ended March 31, 2000
Common stock issued for services:
                                                       Number of     Price per
                     Description                        shares         share

    Interest expense                                      50,000       0.1
      Total shares issued for services                    50,000
                                                      ==============

  The Company issued common stock for the payment of debt in the $30,000.


                                       6


Note 1 - Accounting Policies
Basis of Presentation

The condensed financial statements of NVID International, Inc. and Subsidiary (Company)
have been prepared without audit, pursuant to the rules and regulations of the Securities
and Exchange omission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted accounting
principles accepted in the United States of America have been condensed or omitted
pursuant to such rules and regulations. These consolidated financial statements
should be read in conjunction with the financial statements and notes thereto included
in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000.

The results of operations for the three month period ended March 31, 2001 are not
necessarily indicative of the results to be expected for any other period or for
the full year.

In the opinion of Company's management, the accompanying unaudited financial statements
contain all adjustments, consisting of only normally recurring adjustments, necessary
to present fairly the financial positions of March 31, 2001 and December 31, 2000, and
the results of operations and cash flows for the three months ended March 31, 2001
and March 31, 2000.

Reclassifications
Certain reclassifications have been made in the prior year's financial statements
to conform to the current period presentation.

Net Loss Per Share
Net loss per share has been computed in accordance with Statement of Financial Accounting
Standards (FASB) No. 128, "Earnings Per Share," by dividing net loss by the weighted
average number of shares outstanding during the period. Common stock equivalents have
not been included in the computation of weighted average number of shares outstanding
since the effect would have been anti-dilutive.

Note 2 - Notes Payable
During the first quarter of fiscal 2001, the Company issued 427,971 shares of common
stock with a value of $27,646 and paid $7,390 in cash to reduce the balance of notes
payable to zero.

Note 3 - Foreign Currency Adjustment
The assets and liabilities of foreign operations, which are denominated in a foreign
currency, are translated using exchange rates as of March 31, 2001, and revenue
and expenses are translated at weighted average rates of exchange during the quarter
ended March 31, 2001. The cumulative effect resulting from such translation is included
in accumulated other comprehensive income in the consolidated financial statements
and a separate component of stockholder's deficit.


                                       7



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

The following discussion should be read in conjunction with the financial data appearing
elsewhere in this report.

Results Of Operations

        Although the Company has been in existence for a number of years, management's
efforts  to develop the Company's business have not yet resulted in generation of
significant  revenues. To date, management's efforts have focused on developing
licensing relationships  and promoting and conducting research and development to
demonstrate the feasibility  and efficacy of the Company's products. Until potential
customers are convinced of  the viability of the Company's technology, it is unlikely
that the Company will  generate significant revenue. The following discussion of
the Company`s historical  financial results should be read against that background.

Quarter Ended March 31, 2001 vs. Quarter Ended March 31, 2000

        At this stage of its development, the Company's revenues consist of sales
of products incidental to research and testing activities.. For the quarter ended
March 31, 2001, revenues increased from $427 to $1,975, an increase of $1,548, or
362%. The increase was a result of increased consumption of Company products at
test sites. For the same period, cost of sales declined from $5,330 to $2,554, a
decrease of 52%. Management believes that a change in product mix caused the decrease
in cost of sales. Nevertheless, because of the small sales volume and its dependence
on the type of testing conducted in a particular period, these results are not indicative
of the sales, cost of sales or margins that the Company may attain if its sales goals
are achieved.

        The largest component of the Company's operating expenses is personnel cost,
which consists of salaries, payroll taxes and other employment-related costs. The
expense increased from the first quarter of 2000 to the first quarter of 2001 by
$35,324, or 79%. The increase resulted from a 6% cost of living salary increase,
the addition of one additional sales person, and more extensive use of part time
labor. Another significant component of the Company's operating expenses is professional
services. This component consists of legal and accounting fees. Professional services
expense increased from the first quarter of 2000 to the first quarter of 2001 by
$45,796, or 67%. The increase in professional services expense resulted from (i)
legal fees associated with the Company's patent activities and its preparation of
filings required by the securities laws, and (ii) accounting fees associated with
preparing the audited financial statements contained in its securities filings.

        The Company's overall operating expenses increased approximately 64% from
the first quarter of 2000 ($162,766) to the first quarter of 2001 ($267,031). This
increase resulted from substantial increases in professional service fees, personnel
expenses and other expenses arising from the Company's increased marketing efforts
as well as its efforts to register its common stock under the Securities Exchange
Act of 1934.

                                       8


Future Periods

        The Company's expenses, other than rent and personnel costs, are variable
in nature. The Company's personnel costs have been reduced to the costs of its two
executive officers. In fact, management expects that personnel costs will increase
substantially in 2001 and future years as the Company expands its marketing efforts.
Most of the Company's other operating expenses, however, are expected to decline
with time. Management believes that the level of professional fees paid by the Company
in 1999 and 2000 will decline substantially. It will also require less testing to
establish the efficacy of its products as its current research and development matures
and as its products are exposed to the marketplace through the efforts of its licensees.
Management expects to see the results of these efforts beginning in 2001.

Liquidity and Capital Resources

General

        The Company's operating requirements have regularly exceeded its cash flow
from operations as it continues to engage in testing and development of its products.
The Company's cash used in operating activities for the first quarter of 2001 was
$277,464, compared to $215,372 for the first quarter of 2000.

        Based upon the Company's current plans, the Company anticipates that it
will need to seek additional financing. The Company has engaged in a number of tests
and demonstrations and has entered into license agreements with entities for the
distribution of its products. These licensing relationships are in their early stages,
however, and none of them have yet resulted in the payment of any royalties or other
amounts to the Company. It is difficult to predict what revenue stream, if any,
they will generate.

        The Company does not expect its royalty stream to be sufficient to cover
costs of operations in the near future. The Company expects that it will continue
to be required to raise capital to fund operations at least through the second quarter
of 2001. The Company will attempt to raise this capital by borrowing, but no lender
has issued a binding commitment to the Company. Therefore, the Company expects to
engage in one or more private placements of common stock to fund its operating needs.
The Company has engaged in discussions with several investment banking firms who
have expressed interest in assisting the Company in such a private offering. Management
is confident that private equity financing will be available to fund it until revenues
from licensing operations are sufficient to fund operations.

Capital Expenditures

Management does not expect to incur any significant capital expenditures in the foreseeable future.


Staffing

        The Company must increase its work force. Currently, the Company has two
full-time employees. The Company's marketing plan does not call for building a sale
force to sell to end-users but instead to license the technology to market segment
leaders with existing sales forces. The Company will train these sales forces to
sell the Company's products and to provide technical assistance through quarterly
service to the systems. Nevertheless, the Company requires an increased sales force
to sell technology licensing agreements. Management expects to add five employees
in 2001. The expected cost of these additional employees is $250,000 in 2001.


                                       9




                                    PART II

Item 1.         Legal Proceedings.

        On April 12, 2001, the Company filed a declaratory judgment action in the
Circuit Court of Pinellas County, Florida against IMS and ETI-H2O. The lawsuit seeks
a judicial declaration regarding certain license agreements actually or purportedly
entered into between the parties. Specifically, the Company seeks a judicial ruling
confirming that a purported Manufacturing, Licensing and Distribution Agreement
dated March 26, 2000 between the Company, IMS and ETI-H2O did not constitute a binding
contract. Additionally, the lawsuit seeks to confirm (i) that the Standard Manufacturing
Agreements dated November 30, 1998 and September 17, 1999 between the Company and
ETI-H2O do not grant ETI-H2O exclusive, worldwide manufacturing rights for the Company's
Axenohl product line, and that (ii) the November 24, 1999 License Agreement between
IMS and the Company does not transfer exclusive, worldwide distribution and marketing
rights for Axenohl to IMS.

        On May 17, 2001, IMS and ETI-H2O removed the Company's declaratory judgment
action from Pinellas County Circuit Court to the United States District Court for
the Middle District of Florida. The Company intends to file a Motion to Remand this
case to state court pursuant to the applicable procedural rules.

        On May 7, 2001, IMS and ETI-H2O filed a separate action, a Petition To Compel
Arbitration, in the United States District Court for the Southern District of California.
The Petition relies on the purported March 26, 2000 Agreement as the basis for the
arbitration demand. The Company plans to file a response and objection to the Petition,
and expects to challenge the federal court's jurisdiction over the matter. Contemporaneously
with filing the Petition, IMS and ETI-H2O filed a demand for arbitration against the
Company with the American Arbitration Association ("AAA") in San Diego, California.
The Company has notified AAA that it objects to the arbitration demand as premature
based on the pending lawsuits between the parties.

        At this time, the parties have also engaged in preliminary settlement discussions,
and the Company will continue to pursue any reasonable settlement opportunity that
it deems to be in the Company's best interests.


Item 2.         Changes in Securities.

        In March 2001, the Company issued an aggregate of 525,000 shares of common
stock to three persons in settlement of contractual disputes. Such transactions
were made in reliance on the exemption provided by Rule 506. In connection with such
transactions, the Company limited issuance of stock to persons who are accredited
investors. Further, the Company complied with the information requirements of Rule
502(b), the manner of offering restrictions of Rule 502(c), and as required by Rule
502(d), the Company exercised reasonable care to assure that the purchasers of the
securities were not underwriters.

        In addition, during the first quarter of 2001, the Company sold 5,782,788
shares of common stock for $305,528 cash. None of such sales were underwritten,
none of such sales involved a public offering, and none of such sales involved payment
of a commission. Such transactions were made in reliance on the exemption provided
by Rule 506. In connection with such transactions, the Company limited issuance
of stock to persons the Company believes to be accredited investors, or to unaccredited
investors the Company believes are sophisticated enough to understand the merits
and risks of purchasing the Company's stock. Further, the Company complied with
the information requirements of Rule 502(b), the manner of offering restrictions
of Rule 502(c), and as required by Rule 502(d), the Company exercised reasonable
care to assure that the purchasers of the securities were not underwriters.


Item 3.         Defaults upon Senior Securities.

        NONE


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


        NONE


Item 5.         Other Information.


        NONE


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

        (a) Exhibits

        NONE

        (b) Reports on Form 8-K.

        NONE


                                   SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                        NVID International, Inc.


                                                        By:/s/ David Larson     
                                                           David Larson, President

                                                        Date: June 7, 2001`