<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                    For Quarter Ended:     OCTOBER 31, 2000

                    Commission File Number:         0-29671


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

             DELAWARE                                       13-3986493
     (State of Incorporation)                         (IRS Employer ID No)


                       111 RHODES STREET, CONROE, TX 77301
                     (Address of principal executive office)

                                  409-756-6888
                           (Issuer's telephone number)


 Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X   No   .
                                                             ---    ---
The number of shares outstanding of registrant's common stock, par value $.0001
per share, as of October 31, 2000 was 96,084,408.

Transitional Small Business Disclosure Format (Check one):  Yes    No X .
                                                               ---   ---
<PAGE>   2
GOLDONLINE INTERNATIONAL, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                            Page
                                                                             No.

<S>                                                                         <C>
Part I.       Financial Information

    Item 1.   Condensed Consolidated Balance Sheets -                         3
              October 31, 2000 and July 31, 2000

              Condensed Consolidated Statements of Operations -               4
              Three Months Ended October 31, 2000 and 1999

              Condensed Consolidated Statement of Stockholders' Equity -      5
              Three Months Ended October 31, 2000

              Condensed Consolidated Statements of Cash Flows -              6-7
              Three Months Ended October 31, 2000 and 1999

              Notes to Condensed Consolidated Financial Statements -         8-13
              Three Months Ended October 31, 2000 and 1999

     Item 2.  Managements Discussion and Analysis of Financial Condition    14-15
              and Results of Operations

Part II.      Other Information                                               16
</TABLE>


                                       2
<PAGE>   3
GOLDONLINE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      OCTOBER 31,       JULY 31,
                                                                          2000            2000

<S>                                                                   <C>             <C>
ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                            $ 3,550,534     $ 5,969,201
 Trade accounts receivable                                              2,247,076          86,568
 Marketable equity securities                                             840,000            --
 Inventory                                                              6,860,788         925,338
 Prepaid expenses and other assets                                        241,336          89,450
 Deferred income taxes                                                       --             2,000
                                                                      -----------     -----------
                                                                       13,739,734       7,072,557
Property and equipment, net                                               353,694         157,024
Goodwill, net of amortization of $30,137 and $7,784, respectively       3,819,528          92,336
Deferred income taxes                                                        --            46,100
Other assets                                                               28,438           6,441
                                                                      -----------     -----------
                                                                      $17,941,394     $ 7,374,458
                                                                      ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Current installments of long-term debt and notes payable             $ 5,087,414     $   211,913
 Accounts payable                                                       2,269,745         186,006
 Accrued expenses                                                          72,050          14,202
 Deferred income taxes payable                                            140,400            --
 Due to shareholder                                                         4,262           2,457
                                                                      -----------     -----------
                                                                        7,573,871         414,578
Deferred income taxes                                                       5,800            --
Long-term debt less current installments                                1,359,668          58,930

Stockholders' equity
 Common stock, $.0001 par value, 200,000,000 shares authorized,             9,608           9,498
 96,084,408 and 94,984,408 shares issued and outstanding,
 respectively
 Additional paid-in capital                                             8,581,336       7,013,946
 Retained earnings (deficit)                                              411,111        (122,494)
                                                                      -----------     -----------
                                                                        9,002,055       6,900,950
                                                                      -----------     -----------
                                                                      $17,941,394     $ 7,374,458
                                                                      ===========     ===========
</TABLE>
See accompanying notes to consolidated financial statements


                                       3
<PAGE>   4
GOLDONLINE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                               OCTOBER 31,
                                                          2000             1999
<S>                                                   <C>              <C>

Sales and revenues                                    $ 2,056,293      $   409,478
Cost of sales                                           1,337,705          212,335
                                                      -----------      -----------
  Gross profit                                            718,588          197,143
Selling, general and administrative expense               623,791          208,807
                                                      -----------      -----------
  Loss from operations                                     94,797          (11,664)

Other income (expense):
 Unrealized gain on marketable securities                 540,000             --
 Interest expense                                         (39,838)          (4,631)
 Interest and other income                                132,946                1
                                                      -----------      -----------
                                                          633,108           (4,630)
                                                      -----------      -----------
Net earnings (loss) before income taxes                   727,905          (16,294)
Income tax expense (benefit)                              194,300           (5,540)
                                                      -----------      -----------
Net earnings (loss)                                   $   533,605      $   (10,754)
                                                      ===========      ===========

Net earnings (loss) per share                         $     0.006      $    (0.000)
                                                      ===========      ===========

Weighted average shares outstanding, in thousands        95,151.8         87,008.9
                                                      ===========      ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>   5
GOLDONLINE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED OCTOBER 31, 2000
(UNAUDITED)


<TABLE>
<CAPTION>
                                          COMMON STOCK              PAID-IN         RETAINED
                                     SHARES        PAR VALUE        CAPITAL         EARNINGS           TOTAL
                                     ------        ---------        -------         --------           -----
<S>                                <C>            <C>             <C>             <C>              <C>

BALANCE, August 1, 2000            94,984,408     $     9,498     $ 7,013,946     $  (122,494)     $ 6,900,950
Sale of common stock for cash       1,100,000             110       1,567,390                        1,567,500
Net earnings (loss)                                                                   533,605          533,605
                                  -----------     -----------     -----------     -----------      -----------
BALANCE, October 31, 2000          96,084,408     $     9,608     $ 8,581,336     $   411,111      $ 9,002,055
                                  ===========     ===========     ===========     ===========      ===========
</TABLE>

See accompanying notes to consolidated financial statements.



                                       5
<PAGE>   6
GOLDONLINE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                   2000             1999
<S>                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)                                            $   533,605      $   (10,754)
Adjustments to reconcile net earnings to net cash provided
    by operating activities:
 Depreciation and amortization                                      36,352           10,398
 Deferred income taxes                                             194,300           (5,540)
 Purchase of marketable equity securities                         (300,000)              --
 Unrealized gain on marketable equity securities                  (540,000)              --
 Changes in assets and liabilities:
  Accounts receivable                                             (749,391)         (54,761)
  Inventory                                                     (1,476,954)         (30,941)
  Other assets                                                    (138,586)              --
  Accounts payable and accrued expenses                            908,969           86,161
                                                               -----------      -----------
Net cash provided by operating activities                       (1,531,705)          (5,437)
                                                               -----------      -----------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES
 Capital expenditures                                               (7,855)          (6,225)
 Acquisition of HMS, net of cash acquired                       (2,817,872)              --
 Acquisition of assets at wholesale location                      (105,000)              --
                                                               -----------      -----------
Net cash provided by investing activities                       (2,930,727)          (6,225)
                                                               -----------      -----------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
 Proceeds from sales of common stock                             1,567,500            1,700
 Loan proceeds                                                     478,898               --
 Repayment of notes payable and long-term debt                      (4,439)          (4,012)
 Increase (decrease) in amount due stockholder                       1,806           (1,785)
                                                               -----------      -----------
Net cash provided by financing activities                        2,043,765           (4,097)
                                                               -----------      -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                       (2,418,667)         (15,759)
CASH AND CASH EQUIVALENTS, beginning of period                   5,969,201           34,426
                                                               -----------      -----------
CASH AND CASH EQUIVALENTS, end of period                       $ 3,550,534      $    18,667
                                                               ===========      ===========
</TABLE>


See accompanying notes to consolidated financial statements.
                                                                       Continued


                                       6
<PAGE>   7
GOLDONLINE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS, CONTINUED
THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED)
(CONTINUED)

<TABLE>
<CAPTION>
                                                                           2000         1999
<S>                                                                     <C>            <C>
Supplemental Disclosures of Cash Flow Information

Interest paid                                                           $   39,838     $ 4,631
                                                                        ==========     =======

Income taxes paid                                                       $       --     $    --
                                                                        ==========     =======

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Convertible promissory notes issued in acquisition of HMS               $2,500,000     $    --
</TABLE>




See accompanying notes to consolidated financial statements.


                                       7
<PAGE>   8
GOLDONLINE INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999


1.       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a) PRINCIPLES OF CONSOLIDATION
             The consolidated financial statements include the accounts of
             Goldonline International, Inc. (formerly Transun International
             Airways, Inc.) ("GDOL") and its wholly owned subsidiaries HMS
             Jewelry Company, Inc. ("HMS"), Con-Tex Silver Imports, Inc.
             ("Silver") and Gold Online.com, Inc. ("GO.com") (collectively
             referred to as the "Company"). All material intercompany accounts
             and transactions have been eliminated.

         (b) ORGANIZATION
             GDOL was incorporated May 22, 1996 in Delaware and until June 1999
             was a development stage company with plans to establish itself as
             an air transport company providing non-scheduled air service
             (charter flights) for tour operators, charter brokers, cruise line
             casinos, theme parks and theme attractions.

             Silver was incorporated September 12, 1994 in Texas. GO.com was
             incorporated on February 3, 1999 in Delaware. HMS was incorporated
             on October 12, 2000 in Texas.

             On June 10, 1999, GDOL acquired all of the issued and outstanding
             common stock of Silver and GO.com. For accounting purposes, the
             acquisitions have been treated as the acquisition of Silver and
             GO.com by GDOL with Silver as the acquiror (reverse acquisition).
             The historical financial statements prior to June 10, 1999 are
             those of Silver.

             Effective October 1, 2000, the Company acquired HMS in a
             transaction treated as a purchase for accounting purposes. The
             results of operations of HMS will be included in the consolidated
             financial statements commencing October 1, 2000.

         (c) NATURE OF BUSINESS
             GDOL is now a holding company principally engaged in acquiring and
             developing jewelry related businesses. Silver is a company involved
             in both the wholesale and retail jewelry business, principally
             silver, with retail locations in the Houston area. The wholesale
             operation of Silver consists of both sales directly from its
             headquarters in Conroe, Texas a satellite location in Dallas, Texas
             and from jewelry shows at locations throughout the south central
             United States. GO.com is establishing an Internet jewelry business,
             and commencing in the late fall of 1999, the Company began selling
             through e-commerce sites, located at http://www.GoldOnline.com and
             http://yahoo.com/goldonline on Yahoo! and offers a wide selection
             of discounted gold and silver jewelry as well as diamonds and
             watches.

             HMS is a national jewelry wholesaler, specializing in 18K, 14K and
             10K gold and platinum jewelry, with headquarters in Dallas, Texas.
             HMS markets its products to a network of over 30,000 retail
             jewelers, through a catalog and telephone ordering system and
             through its B2B online catalog http://www.HMSgold.com.

         (d) GENERAL
             The financial statements included in this report have been prepared
             by the Company pursuant to the rules and regulations of the
             Securities and Exchange Commission for interim reporting and
             include all adjustments (consisting only of normal recurring
             adjustments) that are, in the


                                       8
<PAGE>   9
             opinion of management, necessary for a fair presentation. These
             financial statements have not been audited.

             Certain information and footnote disclosures normally included in
             financial statements prepared in accordance with generally accepted
             accounting principles have been condensed or omitted pursuant to
             such rules and regulations for interim reporting. The Company
             believes that the disclosures contained herein are adequate to make
             the information presented not misleading. However, these financial
             statements should be read in conjunction with the financial
             statements and notes thereto included in the Company's Annual
             Report for the period ended July 31, 1999, which is included in the
             Company's Form 8-K dated April 26, 2000 and filed April 28, 2000.
             The financial data for the interim periods presented may not
             necessarily reflect the results to be anticipated for the complete
             year. Certain reclassifications of the amounts presented for the
             comparative period have been made to conform to the current
             presentation.


2.       ACQUISITION OF HMS JEWELRY COMPANY, INC.

         Effective October 1, 2000, the Company acquired, pursuant to an
         Agreement and Plan of Merger the operations and business of HMS, in
         exchange for $4,500,000 in cash and convertible promissory notes in the
         amount of $2,500,000. The purchase also included $47,500 in legal and
         professional costs. The transaction resulted in the merger of the
         business and operations of HMS Jewelry Co., Ltd., a Texas limited
         partnership and HMS Operating Company, a Texas corporation into a newly
         formed subsidiary of the Company, HMS Jewelry Company, Inc. HMS is a
         national jewelry wholesaler, specializing in 18K, 14K and 10K gold and
         platinum jewelry, with headquarters in Dallas, Texas. HMS markets its
         products to a network of over 30,000 retail jewelers, through a catalog
         and telephone ordering system and through its B2B online catalog
         http://www.HMSgold.com.

         The acquisition was accounted for by the purchase method of accounting
         and, accordingly, the statements of consolidated income include the
         results of HMS beginning October 1, 2000. The assets acquired and the
         liabilities assumed were recorded at estimated fair values as
         determined by the Company's management based on information currently
         available and on current assumptions as to future operations. A summary
         of the assets acquired and liabilities assumed in the acquisition
         follows:

<TABLE>
<S>                                                               <C>
         Estimated fair values:
         Assets acquired                                          $ 7,758,635
         Liabilities assumed                                       (4,428,077)
         Goodwill (amortized by the straight-line method
           over fifteen years)                                      3,716,942
                                                                  -----------
         Purchase price                                             7,047,500
         Less cash acquired                                        (1,729,628)
         Less convertible promissory notes                         (2,500,000)
                                                                  -----------
         Net cash paid                                            $ 2,817,872
                                                                  ===========
</TABLE>


                                       9
<PAGE>   10
         Unaudited pro forma results of operations for the three months ended
         October 31, 2000 and 1999, as if the Company and HMS had been combined
         as of the beginning of the periods, follow. The pro forma results
         include estimates and assumptions which management believes are
         reasonable. However, pro forma results are not necessarily indicative
         of the results which would have occurred if the business combination
         had been in effect on the dates indicated, or which may result in the
         future.

<TABLE>
<CAPTION>
                                                            Pro forma
                                                  Three months ended October 31,

         (Thousands except for per share data)         2000            1999

<S>                                               <C>                 <C>
         Net sales                                    $4,028          $4,059
         Net income                                   $  560          $  341
         Net income per common share
           Assuming dilution                          $ .006          $ .004
           Basic                                      $ .006          $ .004
</TABLE>


3.       RELATED PARTY TRANSACTIONS

         Silver leases its corporate headquarters from the principal shareholder
         of the Company at the rate of $2,200 per month. This amounted to $6,600
         during each of the three-month periods ended October 31, 2000 and 1999.

         The Company had received loans from its principal shareholder. The
         balance owed was $4,262 at October 31, 2000 and $2,457 at July 31,
         2000.

         HMS leases its facility from HMS Leasing Company, LLC, at the rate of
         $8,075 per month pursuant to a lease agreement that expires on October
         31, 2010. This amounted to $8,075 during the three-month period ended
         October 31, 2000. HMS Leasing Company, LLC is owned by the president of
         HMS.

4.       MARKETABLE EQUITY SECURITIES

         FAS No. 115 "Accounting for Certain Investments in Debt and Equity
         Securities," requires that all applicable investments be classified as
         trading securities, available-for-sale securities or held-to-maturity
         securities. The Company has classified its investment in marketable
         equity securities as trading securities, which are reported at fair
         value. Fair value is defined to be the last closing price for the
         listed securities. The unrealized gains and losses, which the Company
         recognizes from its trading securities, are included in earnings. As of
         October 31, 2000, all of the Company's investment in marketable equity
         securities was in stock of one company. Due to the size of the
         investment and its limited trading volume, there can be no assurance
         that the Company will realize the value which is required to be used by
         FAS No. 115.


                                       10
<PAGE>   11
         The following summarizes the Company's investments at October 31, 2000
         (the Company did not have an investment in marketable equity securities
         at July 31, 2000):

<TABLE>
<S>                                              <C>
         Trading securities:
                  Cost                           $300,000
                  Unrealized gain                 540,000
                                                 --------
                      FAS No. 115 value          $840,000
                                                 ========
</TABLE>

         The Company recognized an unrealized gain from trading securities
         during the three months ended October 31, 2000 in the amount of
         $540,000.


5.       PROPERTY AND EQUIPMENT

         Property and equipment consist of the following at October 31, 2000 and
         July 31, 2000:

<TABLE>
<CAPTION>
                                                 OCTOBER 31,           JULY 31,
                                                     2000                2000

<S>                                              <C>                  <C>
         Equipment and store furnishings          $ 288,836           $  55,725
         Transportation equipment                   156,125             156,125
         Furniture and fixtures                     133,056                  --
         Computer software                           62,975                  --
         Web site                                    37,225              37,225
         Leasehold improvements                       1,035               1,035
                                                  ---------           ---------
                                                    679,252             250,110
         Less accumulated depreciation             (325,558)            (93,086)
                                                  ---------           ---------
                                                  $ 353,694           $ 157,024
                                                  =========           =========
</TABLE>




                                       11
<PAGE>   12
6.       LONG-TERM DEBT AND NOTES PAYABLE

         Long-term debt and notes payable at April 30, 2000 consist of the
         following:

<TABLE>
<S>                                                                   <C>
                  Note payable to bank with interest at 10%
                  payable on demand or January 1, 2001 if no
                  demand is made; accrued interest payable
                  monthly; collateralized by all assets of Silver
                  and guaranteed by the principal shareholder of
                  the Company                                         $  128,736

                  Line of credit and gold consignment facility
                  with accrued interest payable monthly;
                  collateralized by all assets of HMS                  3,456,635

                  Note payable to the mother of the president of
                  HMS; payable $105,000 on February 15, 2001 and
                  $55,153 on February 15, 2002                           160,153

                  Note payable to the president of HMS, due on
                  demand                                                  61,555

                  Notes payable to the president of HMS Jewelry
                  Company, Inc., due $1,250,000 on October
                  15,2001 and $1,250,000 on October 15, 2002,
                  with interest payable monthly at 8%,
                  collateralized by the stock of HMS Jewelry
                  Company, Inc.                                        2,500,000

                  Note payable to the brother of the principal
                  shareholder of the Company due on demand with
                  interest at 8%, unsecured, convertible into
                  common stock of the Company at $.01 per share           50,000

                  Notes payable to companies in monthly
                  installments aggregating $2,534, including
                  interest at 9.8% to 11.6%; collateralized by
                  transportation equipment                                90,003
                                                                      ----------
                                                                       6,447,082

                  Current installments of long-term debt and
                  notes payable                                        5,087,414
                                                                      ----------

                  Long-term debt less current installments            $1,359,668
                                                                      ==========
</TABLE>




                                       12
<PAGE>   13
7.       INCOME TAXES

         Federal income tax expense (benefit) for the three months ended October
         31, 2000 and 1999 consists of:

<TABLE>
<CAPTION>
                                                               2000           1999
<S>                                                         <C>            <C>

                  Federal income taxes                      $      --      $      --
                  Deferred income tax expense (benefit)       194,300         (5,540)
                                                            ---------      ---------
                                                            $ 194,300      $  (5,540)
                                                            =========      =========
</TABLE>


         For the three months ended October 31, 2000 and 1999, actual income tax
         expense (benefit) applicable to earnings (loss) before income taxes is
         reconciled with the "normally expected" federal income tax expense
         (benefit) as follows:

<TABLE>
<CAPTION>
                                                                          2000           1999

<S>                                                                    <C>            <C>
                  "Normally expected" income tax expense (benefit)     $ 247,500      $  (5,540)
                  Change in valuation allowance                          (54,000)            --
                  Other                                                      800             --
                                                                       ---------      ---------
                                                                       $ 194,300      $  (5,540)
                                                                       =========      =========
</TABLE>


         The deferred income tax assets and liabilities at October 31, 2000 are
         comprised of the following:

<TABLE>
<CAPTION>
                                                                CURRENT       NONCURRENT

<S>                                                            <C>            <C>
         Net operating loss carryforwards                      $  39,200             --
         Allowance for bad debts                                   4,000             --
         Asset basis                                                  --         (5,800)
         Unrealized gain on trading securities                  (183,600)            --
                                                               ---------      ---------

              Net deferred income tax assets (liabilities)     ($140,400)     ($  5,800)
                                                               =========      =========
</TABLE>



                                       13
<PAGE>   14
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         From time to time, the Company may publish forward-looking statements
         relative to such matters as anticipated financial performance, business
         prospects, technological developments and similar matters. The Private
         Securities Litigation Reform Act of 1995 provides a safe harbor for
         forward-looking statements. All statements other than statements of
         historical fact included in this section or elsewhere in this report
         are, or may be deemed to be, forward-looking statements within the
         meaning of Section 27A of the Securities Act of 1933 and Section 21E of
         the Exchange Act of 1934. Important factors that could cause actual
         results to differ materially from those discussed in such
         forward-looking statements include: 1. General economic factors
         including, but not limited to, changes in interest rates, trends in
         disposable income; 2. Information and technological advances; 3. Cost
         of products sold; 4. Competition; and 5. Success of marketing,
         advertising and promotional campaigns.

         The Company has historically sold jewelry, principally silver, in its
         own retail outlets and wholesale to other jewelry stores. Commencing in
         the late fall of 1999, the Company began selling through e-commerce
         sites, located at http://www.GoldOnline.com and
         http://yahoo.com/goldonline on Yahoo! and offers a wide selection of
         discounted gold and silver jewelry as well as diamonds and watches.

         Effective October 1, 2000, the Company acquired, pursuant to an
         Agreement and Plan of Merger the operations and business of HMS, in
         exchange for $4,547,500 in cash (including $47,500 in legal and
         professional costs) and convertible promissory notes in the amount of
         $2,500,000. The transaction resulted in the merger of the business and
         operations of HMS Jewelry Co., Ltd., a Texas limited partnership and
         HMS Operating Company, a Texas corporation into a newly formed
         subsidiary of the Company, HMS Jewelry Company, Inc. HMS is a national
         jewelry wholesaler, specializing in 18K, 14K and 10K gold and platinum
         jewelry, with headquarters in Dallas, Texas. HMS markets its products
         to a network of over 30,000 retail jewelers, through a catalog and
         telephone ordering system and through its B2B online catalog
         http://www.HMSgold.com.

A.       LIQUIDITY AND CAPITAL RESOURCES

         The Company's working capital decreased from $6,657,979 at July 31,
         2000 to $6,165,863 at October 31, 2000. The decline in working capital
         is primarily the result of the purchase of HMS during the quarter. HMS
         provided $3,256,884 in working capital at October 31, 2000, whereas the
         Company used $5,797,500 ($4,547,500 in cash and $1,250,000 in current
         notes payable) in working capital to complete the acquisition. The
         Company also received net proceeds from the sale of common stock in the
         amount of $1,567,500 and recognized an unrealized gain from marketable
         equity securities in the amount of $540,000.

B.       RESULTS OF OPERATIONS

         SALES AND COST OF SALES - During the three months ended October 31,
         2000 sales increased $1,646,815 from $409,478 to $2,056,293 from the
         same year earlier period. The sales increase includes $1,406,366 from
         HMS during the month of October 2000 and $240,449 from the operations
         of Silver and GO.com. Silver had retail sales increases of $66,947
         (71%) and increases of $174,216 from wholesale sales together with a
         decline of $714 in GO.com's sales. Sales increases are primarily the
         result of increased marketing efforts and an expanded inventory of
         products

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSE - During the three months
         ended October 31, 2000, selling, general and administrative expense
         increased $414,984 (199%) from the same year earlier period. The
         increase includes the selling, general and administrative expense


                                       14
<PAGE>   15
         of HMS for the month of October 2000 in the amount of $244,272, which
         was not included in the year earlier period, and an increase of
         $170,712 from other operations, principally Silver. The major
         components of the increase in Silver's costs include payroll of
         $26,816, advertising of $23,093, rent of $23,026, professional fees of
         $13,067, commissions of $20,153, supplies of $12,344, travel costs of
         $14,083 and other costs of $38,130.

         INTEREST EXPENSE - Interest expense increased $35,207 (760%) during the
         three-month periods ended October 31, 2000, as compared to the same
         year earlier period. The increase includes $30,026 from HMS and $5,181
         from Silver, which relates to new debt incurred for transportation
         equipment after the first quarter of last year.

         INTEREST AND OTHER INCOME - Interest and other income of the Company
         increased during the three-month periods ended October 31, 2000 from
         the same year earlier period to $132,946 from $1. The increase is
         attributed to the higher cash balances during the quarter ended October
         31, 2000, which were due to the sale of common stock through exercise
         of stock options and warrants.

         UNREALIZED GAIN ON MARKETABLE SECURITIES - The Company recognized an
         unrealized gain in the amount of $540,000 during the three months ended
         October 31, 2000, from its investment in marketable equity securities
         that have been classified as trading securities. The Company did not
         have an investment in marketable equity securities until the quarter
         ended October 31, 2000.

         INCOME TAXES - The Company recorded income tax expense in the amount of
         $194,300 during the three month period ended October 31, 2000, and
         recorded a benefit of $5,540 during the year earlier period. The
         current year expense was $54,000 less than the expected tax would have
         been as a result of the Company reversing the valuation allowance which
         it had previously recorded.





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                          PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


   (a)   Exhibits - Not applicable

   (b)   Reports on Form 8-K - Form 8-K dated October 26, 2000 which reported
         the completion of the acquisition of 100% of the issued and outstanding
         common stock of HMS Operating Company, a Texas corporation, and 100% of
         the partnership interests of HMS Jewelry Co., Ltd., a Texas limited
         partnership. Both entities were merged into HMS Jewelry Company, Inc.,
         a Texas corporation and a wholly owned subsidiary of the Company.
         Exhibits to the Form 8-K included the Agreement and Plan of Merger, the
         Articles of Merger, the audited financial statements of HMS Jewelry
         Co., Ltd. as of December 31, 1999 and 1998 and for the years then
         ended, the pro forma combined consolidated balance sheet as of July 31,
         2000 and the pro forma combined consolidated statement of operations
         for the year ended July 31, 2000.


                                    SIGNATURE

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

                                         GOLDONLINE INTERNATIONAL, INC.



Date: December 15, 2000              By: /s/ James G. Gordon
                                         ------------------------------------
                                         James G. Gordon, President and
                                         Principal Accounting Officer






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