U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                  FORM 10-QSB

(Mark One)

   (X) Quarterly report pursuant to section 13 or 15(d) of the SECURITIES AND
                              EXCHANGE ACT OF 1934

                For the Quarterly period ended September 30, 2000


            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934 for the transition
                        period from         to


                         Commission File No.33-55254-30

                              ZANDRIA CORPORATION
       -----------------------------------------------------------------
                (Name of Small Business Issuer in its Charter)


          NEVADA                                     87-0438851
          ------                                     ----------
   (State or other Jurisdiction                     (IRS Employer
  of Incorporation or Organization)             Identification No.)

                1450 Front Street, San Diego, California 92101
                   (Address of Principal Executive Offices)

                                (619) 615-3110
                          (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 [ ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDING 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 court.

                                 Yes [ ] No [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuers classes of
common  stock,  as of the  latest  practicable  date:  32,198,596  shares  as of
September 30, 2000.

<PAGE>



             TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT

                                                              Page Numbers
Part I.   Financial Information
-------
Item 1.   Financial Statements (unaudited):

          Balance Sheet as of September 30, 2000                     2

          Statement of Operations for the three and nine
          months ended September 30, 2000 and 1999                   3

          Statements of Cash Flows for the nine months ended
          September 30, 2000                                         4


Item 2.     Managements Discussion and Analysis or Plan of
            Operation                                                5


Part II.  Other Information
--------
Item 1.   Legal Proceedings                                          6

Item 2.   Changes in Securities                                      6

Item 3.   Defaults upon Senior Securities

Item 4.   Submission of Matters to a Vote of Security holders        6

Item 5.   Other Information                                          6

Item 6.   Exhibits and reports on form 8-K                           6

          SIGNATURES                                                 7

                                       1
<PAGE>
PART I    FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

            ZANDRIA CORPORATION AND ITS SUBSIDIARY LEVELRED.COM, INC.
                             CONDENSED BALANCE SHEET

                                                 September 30,     December 31,
                                                      2000            1999
                                                 -------------     ------------
                                                  (Unaudited)       (Audited)

ASSETS

 Current Assets
  Cash and Cash Equivalents                      $     25,948      $         -
  Prepaid Expenses                                     58,884                -
                                                 -------------     ------------
 Total Current Assets                                  84,832                -

Other Non-Current Assets
 Fixed Assets net of Accum Depreciation               307,216                -
 Other Non-Current Assets                              99,928                -
                                                 -------------     ------------
 Total Other Non-Current Assets                       407,144                -

TOTAL ASSETS                                     $    491,976      $         -
                                                 =============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
 Current Liabilities
  Accounts Payable                               $     79,672      $         -
  Accrued Liabilities                                  39,387                -
                                                 -------------     ------------
 Total Current Liabilities                            119,058                -

 Other Liabilities
  Notes Payable to Shareholder                         50,000                -
                                                 -------------     ------------
 Total Other Liabilities                               50,000                -

Total Liabilities                                     169,058                -

SHAREHOLDERS' EQUITY
 Common Stock, 100,000,000 shares
  authorized, $0.001 par value, 32,198,596             32,199            1,000
  shares issued and outstanding
 Additional Paid-in Capital                         1,746,015            1,000
 Minority Shareholder in Subsidiary                   575,000                -
 Retained Earnings (Deficit)                           (2,000)          (2,000)
 Current Year Earnings (Deficit)                   (2,028,296)               -
                                                 -------------     ------------
Total Shareholders' Equity                            322,918                -

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $    491,976      $         -
                                                 =============     ============
                                       2
<PAGE>

<TABLE>
<CAPTION>

            ZANDRIA CORPORATION AND ITS SUBSIDIARY LEVELRED.COM, INC.
                           CONDENSED INCOME STATEMENT
                                   (Unaudited)


                                                     Three months ending         Nine months ending
                                                    September    September     September     September
                                                     30,2000      30, 1999      30, 2000      30, 1999
                                                    ---------    ---------    -----------    ---------

<S>                                                 <C>          <C>          <C>            <C>
Revenue                                             $  41,108    $       -    $    41,108    $       -

Cost of Sales                                               -            -              -            -
                                                    ---------    ---------    -----------    ---------
Gross Margin                                           41,108            -         41,108            -

Operating Expenses
  Marketing and Selling Expenses                        9,931            -         75,000            -
  Depreciation and Amortization                        19,567            -         43,777            -
  General and Administrative                          799,709            -      1,950,627            -
                                                    ---------    ---------    -----------    ---------
Total Operating Expenses                              829,207            -    $ 2,069,404            -

Operating Income (Loss)                              (788,099)           -     (2,028,296)           -

Net Loss                                           $ (788,099)   $       -    $(2,028,296)   $       -
--------                                           ==========    =========    ===========    =========

Net Loss Per Share                                 $  ( 0.024)   $       -    $(    0.063)   $       -
------------------                                 ==========    =========    ===========    =========
</TABLE>





                                       3

<PAGE>

            ZANDRIA CORPORATION AND ITS SUBSIDIARY LEVELRED.COM, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                        NINE MONTHS ENDING SEPTEMBER 30,


                                                      2000             1999
                                                   -----------       ----------
Cash Flow from Operations:
  Net Income (Loss)                                $(2,028,926)      $        -
  Depreciation and Amortization                         43,777                -
  Change in:
  Prepaids                                             (45,116)               -
  Accounts Payable                                    (288,415)               -
  Accrued Liabilities                                   27,493                -
  Other                                                      -                -
                                                   -----------       ----------
Net Cash used in Operating Activities               (2,291,187)               -
                                                   -----------       ----------

Cash Flows used for Investment:
  Capital Purchases                                   (288,843)               -
  Long Term Deposits                                   (74,928)               -
                                                   -----------       ----------
Net Cash used for Investment Activities               (363,771)               -
                                                   -----------       ----------

Cash Flow from Financing Activities
  Investors                                            695,000                -
  Parent Funding                                       215,711                -
  Cash from Asset Purchase Transaction               1,038,274                -
                                                   -----------       ----------
Total Cash Flow from Financing Activities            1,948,985                -
                                                   -----------       ----------
Net Cash Flow                                         (705,973)               -


Beginning Cash                                         731,921                -
                                                   -----------       ----------

Ending Cash                                        $    25,948       $        -
                                                   ===========       ==========


                                       4
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

On March 14,  2000 an asset  purchase  transaction  took place  between  Zandria
Entertainment  Networks,  Inc. (a Florida  Corporation)  and  Longhorn,  Inc. (a
Nevada  Corporation).  Zandria  Entertainment  Networks received 24.0M shares of
Longhorn,  Inc.  for its  assets,  which  included  Zandria's  project  company,
Levelred.com.  This represents  approximately  75% of the outstanding  shares of
Longhorn stock.  Audited financial statements pertain to the periods of December
31, 1999 and March 31, 2000 for  Longhorn,  Zandria  Entertainment  Networks and
Levelred.

Subsequent to the asset purchase transaction the name of Longhorn was changed to
Zandria  Corporation.  Zandria  Entertainment  Networks  remains as a  separate,
privately owned entity.

On April 3, 2000 Zandria  Corporation's  stock became publicly  trading with the
symbol OTC:ZAND.


On July 15,  2000  Levelred.com,  Zandria's  Internet  project,  went  live as a
robust,  media-rich  site  targeted  towards  the 21 to 34 year age  group.  The
objective  was to provide  this age group with an  Internet  site that  included
fashion,  relevant  editorial  content,  music,  information  about events,  and
extreme  sports.  The site has the  capability to display its content in static,
audio and video format.

The revenue  generating  aspect of the site  included  retail sales  through the
site,  click-through  revenue,  advertising,  data  warehousing and mining,  and
off-line  events.  Except for off-line events,  which had been in progress,  the
remaining parts of the revenue model required further  development.  In order to
accomplish  this  the  company  required  an  additional  infusion  of  funding,
estimated to be about $3.4M.

Since April 2000, the investor market has  significantly  declined with respects
to start up companies.  The impact of this can be seen with the decline of start
up companies stock prices and the inability of start up companies to obtain much
needed  funding for operation.  Zandria has been no exception.  As of the end of
September,  Zandria's  stock price has dropped from a high of 6 3/4 to less than
$1.00, Efforts to obtain additional funding,  which included a complete re-write
of the business plan,  have not generated  sufficient cash to allow the business
to move  forward  as  aggressively  as was  intended.  The lack of  funding  has
resulted in the  company's  inability to support the revenue model and precluded
efforts to hire the necessary sales and marketing staffing.

As would be expected,  the decline of funds and the  inability of the company to
begin  generating  cash flow from its revenue  model  resulted in a  significant
downsizing of staff to include  senior  management.  By the end of September the
company's  CFO,  Michael  Howard had resigned and in November,  Bill Kerig,  the
president of  Levelred,  had also  resigned.  In November the Board of Directors
also decided to terminate the contract of Douglas Foxworthy, the Company's CEO.


                                       5

<PAGE>

As the company  began to downsize and staffing  levels  declined,  J.  DiRoberto
stepped into an interim  Director's role. Mrs.  DiRoberto  represents one of the
major  shareholders of Zandria  Entertainment  Networks.  Despite the efforts of
Mrs.  DiRoberto  lending Levelred $60,000 and Technology  Ventures Group lending
Levelred $130,000, the Board of Directors has decided to completely downsize the
operations  of the business  until such time that  additional  funding  could be
obtained  to move  the  business  forward.  In this  manner  the  company  would
minimize,  if not totally avoid, any further expenses that could not be met with
existing cash flow. As part of this,  the Levelred  office in San Diego has been
closed and assets have been placed in  storage.  At such time that's  sufficient
funding is obtained,  development of the business will continue in order to meet
the  objectives of positive  growth.  Executive  management  has every intent to
continue  seeking  opportunities  that  will  allow  this to  happen  as soon as
possible. The remaining Board members are Trevor Watson, Tracey Burke, and James
Clayton.

                                    PART II

     ITEM 1.   LEGAL PROCEEDINGS

     To the best knowledge of the directors of the Company,  neither the Company
nor  any of its  directors  is a  party  to any  material  legal  proceeding  or
litigation  and such  persons  know of no other  material  legal  proceeding  or
litigation contemplated or threatened.


     ITEM 2.   CHANGES IN SECURITIES

      None.


     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

     Exhibit
     Number         Description
     -------        ------------
     27             Financial Data Schedule

     (b)  Reports on Form 8-K

          None

                                      6
<PAGE>



                                  SIGNATURES


In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant has caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                 ZANDRIA CORPORATION


Date:  January 15, 2001      By:  /s/ Trevor Watson
                                 -----------------------
                                 Trevor Watson
                                 President & Director







                                       7