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 March 31, 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 March
31, 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 March 31, 2000                     2

          Statement of Operations for the quarter ended
          March 31, 2000                                         3

          Statements of Cash Flows for the quarter ended
          March 31, 2000                                         4

          Notes to Financial Statements                          5

Item 2.     Managements Discussion and Analysis or Plan of
            Operation                                            6


Part II.  Other Information
--------
Item 1.   Legal Proceedings                                      9

Item 2.   Changes in Securities                                  9

Item 3.   Defaults upon Senior Securities

Item 4.   Submission of Matters to a Vote of Security holders    9

Item 5.   Other Information                                      9

Item 6.   Exhibits and reports on form 8-K                       9

          SIGNATURES                                            10

                                       1
<PAGE>



PART I    FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


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

                                              Mar. 31, 2000       Dec. 31, 1999
                                                (Unaudited)         (Audited)
                                              -------------       -------------
                                     ASSETS
Current Assets:
    Cash and Cash Equivalents                 $   1,516,607       $           -
    Prepaids and Advances                            14,669                   -
                                              -------------       -------------
      Total Current Assets                        1,531,276                   -

Non-Current Assets
    Property and Equipment,
     net of Accum. Depr.                            173,948                   -
    Other Non-Current Assets                         94,253                   -
                                              -------------       -------------
      Total Non-Current Assets                      268,201                   -

TOTAL ASSETS                                  $   1,799,477      $            -
                                              =============       ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
    Accounts Payable                          $      42,769      $            -
    Consulting Accrual                               18,208                   -
    Payroll and Payroll Tax Accrual                  10,114                   -
    Sales Fees Accrual                              358,000                   -
                                              -------------       -------------
      Total Current Liabilities                     429,091                   -

TOTAL LIABILITIES                                   429,091                   -

SHAREHOLDERS' EQUITY
Common stock, par value $0.001 per share,
 100,000,000 authorized, 32,198,596 issued
 and outstanding as of 3/31/00                       32,199               1,000
Additional Paid-in Capital                        1,766,840               1,000
Retained Earnings                                  (103,071)             (2,000)
Current Year Earnings                              (325,582)                  -
                                              -------------       -------------
TOTAL SHAREHOLDERS' EQUITY                        1,370,386                   -

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $   1,799,477       $           -
                                              =============       =============


                                       2

<PAGE>


                              ZANDRIA CORPORATION
                          CONSOLIDATED INCOME STATEMENT
            ZANDRIA CORPORATION AND ITS SUBSIDIARY LEVELRED.COM, INC.
                           CONDENSED INCOME STATEMENT

                                            Mar. 31, 2000         Mar.31, 1999
                                             (Unaudited)           (Audited)
                                          ---------------       ----------------
Revenues                                  $             -       $             -

Cost of Revenues                                        -                     -
                                          ---------------       ----------------
Gross Profit                                            -                     -

Operating Expenses:
  Marketing and Sales                              42,500                     -
  General and Administrative                      288,624                     -
                                          ---------------       ----------------
 Total Operating Expenses                         331,124                     -

Operating Profit (Loss)                          (331,124)                    -

Other Income/(Expense):                             5,542                     -
                                          ---------------       ----------------
Net Loss                                  $      (325,582)     $              -
                                          ===============      ================

                                       3

<PAGE>

                               ZANDRIA CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        Three Months Ended March 31, 2000

                                         March 31, 2000    December 31, 1999
                                          (unaudited)          (audited)
                                          -----------        ---------------

      Cash Flows From Operating
       Activities:
            Net Loss
            Levelred Q-1 2000             $ (325,582)        $             -
            Depreciation &
             Amortization                      3,497                       -
           Increase (decrease) in:
             Prepaids and Advances           (14,669)                      -
             Accounts Payable                 34,412                       -
             Accruals                         22,511                       -
                                          -----------        ---------------
           Net Cash Used In Operating
            Activities                      (279,831)                      -
                                          -----------        ---------------

           Cash Flows Used in Investing
             Activities:
             Capital Purchases              (138,129)
             Long Term Deposits             ( 59,378)                      -
                                          -----------       ----------------
           Net Cash Used in Investing
             Activities                     (197,507)                      -
                                          -----------        ---------------
           Cash Flows From Financing
            Activites:
             Parent Funding                  223,750                       -
             Asset Purchase Agreement      1,038,274                       -
                                          -----------       ----------------
           Cash Flows Provided by
             Financing Activities          1,262,024                       -
                                          -----------        ---------------
           NET INCREASE IN CASH
            AND CASH EQUIVALENTS             784,686                       -


           CASH AND CASH EQUIVALENTS -
            BEGINNING OF PERIOD              731,921                       -
                                          -----------        ---------------
           CASH AND CASH EQUIVALENTS -
            END OF PERIOD                 $1,516,607         $             -
                                          -----------        ---------------

     The consolidated  cash position of Zandria  Corporation at 3/31/00 includes
the net cash position of Levelred.com,  Inc., and the cash included in the asset
purchase transaction between Zandria  Entertainment  Networks,  Inc. and Zandria
Corporation.  At 12/31/99,  there was no cash  recorded on the balance  sheet of
Zandria Corporation.

                                       4
<PAGE>



                             ZANDRIA CORPORATION
                   NOTES TO CONDENSED FINANCIAL STATEMENTS


I.  Audit

On March 14,  2000  Zandria  Corporation  acquired  the assets and  assumed  the
liabilities  of Zandria  Entertainment  Networks,  Inc., a privately held Nevada
corporation.  Prior to this date, Zandria  Corporation was named Longhorn,  Inc.
The  financial  records of Longhorn,  Inc.  were audited as of December 31, 1999
(see  10K for  1999).  In  compliance  with  SEC  requirements,  an audit of the
financial records begin on May 8, 2000 for the following entities:

     1.   Zandria Entertainment  Networks,  Inc. for the periods ending December
          31, 1998, December 31, 1999 and March 31, 2000.

     2.   Zandria Corporation for the period ending March 31, 2000.

     3.   Levelred.com, Inc. (a wholly owned subsidiary of Zandria Entertainment
          Networks, Inc.) for the periods ending December 31, 1999 and March 31,
          2000.

As of the date of this filing,  the audit has not yet been  completed.  However,
the  unaudited  financials  presented  in this filing are  considered a fair and
reasonable representation of the financial statements currently under review.

                                       5

<PAGE>


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


On March 14,  2000  Zandria  Corporation  acquired  the assets and  assumed  the
liabilities  of Zandria  Entertainment  Networks,  Inc., a privately held Nevada
corporation.  Prior to this date, Zandria  Corporation was named Longhorn,  Inc.
The  financial  records of Longhorn,  Inc.  were audited as of December 31, 1999
(see 10KSB for  1999).  In  compliance  with SEC  requirements,  an audit of the
financial records begin on May 8, 2000 for the following entities:

     Zandria  Entertainment  Networks,  Inc. for the periods ending December 31,
     1998, December 31, 1999 and March 31, 2000.

     Zandria Corporation for the period ending March 31, 2000.

     Levelred.com,  Inc. (a wholly  owned  subsidiary  of Zandria  Entertainment
     Networks,  Inc.) for the  periods  ending  December  31, 1999 and March 31,
     2000.

As of the date of this filing,  the audit has not yet been  completed.  However,
the  unaudited  financials  presented  in this filing are  considered a fair and
reasonable representation of the financial statements currently under review.

Zandria  Corporation,  whose name was changed on March 16,  2000 from  Longhorn,
Inc. ("LNGH"),  was originally  incorporated under the laws of the state of Utah
on May 2 1986 and subsequently  reorganized under the laws of Nevada on December
30, 1993.  The Company's  reorganization  plan was formulated for the purpose of
changing  the  state  of  domicile  and  provided  that the  Company  form a new
corporation in Nevada which acquired the  contractual  obligations,  shareholder
rights and identity of the Utah  corporation.  After this was completed the Utah
Corporation was dissolved. The company remained an unfounded venture until March
14,  2000.  On that date,  Longhorn,  Inc.  acquired  the assets and assumed the
liabilities of Zandria  Entertainment  Networks,  Inc ("ZEN"),  a privately held
Florida  Corporation,  in return for four million  shares of LNGH common  stock.
Immediately  after this  transaction  the company's  name was changed to Zandria
Corporation  and it executed a 6 for 1 forward  split.  This resulted in Zandria
Entertainment  Networks owning twenty-four million shares of Zandria Corporation
("ZAND")  stock.  This  represents  approximately  75% of the  total  32,198,596
outstanding shares of ZAND. As of 3/31/00, of the remaining 8,198,596 shares, no
other entity held more than 5% of the total outstanding shares.

After the shares of Zandria  Corporation  stock,  held by Zandria  Entertainment
Networks, are registered with the SEC and/or the required holding period ends so
that these shares become unrestricted,  Zandria  Entertainment  Networks will be
dissolved upon the securing regulatory  permission,  if necessary,  to allow the
shareholders of Zandria Entertainment Networks stock to exchange their shares of
stock and receive their prorated shares of Zandria Corporation stock.

                                       6

<PAGE>

From  November  1998  up  to  the  asset  purchase   transaction  date,  Zandria
Entertainment  Networks had been generating  investor  funding through 504 and a
506  private  placements.  The net  proceeds of this  funding  were used for the
initial development of the Internet web community,  Levelred.com.  This web site
is owned and being  developed by  Levelred.com,  Inc.,  a Delaware  Corporation.
To-date,  Zandria  Entertainment  Networks has been the only funding  source for
this project.

The initial development of Levelred.com began in November 1999. Through February
16, 2000 the total funding was $841,000.  This was recorded as a bridge loan. On
this date, a stock purchase  agreement  between  Levelred.com,  Inc. and Zandria
Entertainment  Networks,  Inc. resulted in the assignment of 3,000,000 shares of
Levelred.com,  Inc.  stock  to  Zandria  Entertainment  Networks  for  $800,000,
including warrants to purchase options.  The remaining $41,000,  and any further
funding, is recorded as a line of credit until such time that the line of credit
will be repaid by  Levelred.com,  Inc.  or  converted  to shares  per the option
agreement.

At March 31, 2000,  the total  funding from Zandria  Entertainment  Networks was
$1,064,750,  of which  $800,000 was for the purchase of stock and warrants,  and
the remaining $264,750 recorded as a line of credit.

As part of the asset  purchase  transaction,  the stock  purchase  agreement was
assigned to Zandria Corporation.  At this time,  Levelred.com,  Inc. is a wholly
owned subsidiary of Zandria Corporation.

With its  anticipated  launch in June 2000,  Levelred.com  is  intended  to be a
provocative,  media and content rich site  targeting  the twenty to  thirty-four
year age groups.  The content  focuses on  nightlife,  events,  music,  culture,
lifestyle  and fashion that are of specific  interest to the targeted age group.
The site includes  editorial content  pertaining to topics of interest,  events,
interviews,  and  reviews  of  books,  music,  films,  DJ's  and  music  groups.
Supplementing  this , the  company  plans to include  video  clips of events and
interviews  submitted by  contributing  editors  throughout  the United  States.
Although the site can be comfortably  viewed using a 56Kps modem,  DSL and cable
access provide for a better  performance of the streaming  video and audio.  The
site is being  developed  within  the  facilities  of  Zandria  Corporation  and
Levelred.com, Inc. in San Diego, California.

One of the objectives of the site is to develop a free  membership  community of
the  targeted age groups.  After  completing  a profile  questionnaire,  members
should have access to special benefits, such as email, chat rooms, discounts for
various events and products, and prizes.

                                       7

<PAGE>

The primary  revenue  model  includes  e-commerce of clothing,  sporting  goods,
music, books, event tickets, travel packages and personal items that the company
plans  to make  available  on the  site.  Revenue  streams  would  also  include
advertising,  the licensing of certain software to other e-tailers that is being
developed by Levelred, the licensing of the Levelred copyrighted editorial video
content that is developed for use on the site,  and the licensing of demographic
data pertaining to the profiles of the community's free membership. The business
model includes off-line sponsored events and a print publication.

The phased launch will focus initially on the San Diego and Southern  California
markets. After the successful launch within this geographic market, expansion of
the site is planned to proceed into the larger US cities.  The final phase would
target global  expansion.  However,  certain larger cities outside of the United
States may come on-line  sooner if there is sufficient  interest from the target
market to justify the investment.

The exit strategy for  Levelred.com,  Inc. has not been determined.  As a dotcom
company,  the options under  consideration are to spin it out as an acquisition,
or move into an IPO. To state one over the other would be purely  speculative at
this time. However,  the plans are to spin out Levelred.com at an optimum moment
and use the proceeds for other dotcom related businesses.

With additional investor funding that the company hopes to secure in the future,
Zandria  Corporation  is intending to acquire  startup  Internet  companies  and
companies that provide synergistic  services to Internet companies.  Although it
could be viewed that  Zandria is moving  into an  incubator  model,  the current
strategy   precludes   Zandria  from   developing  a  full  or  partial  service
infrastructure.  The  investment  into  developing  a full  or  partial  service
incubator is considered to be significant.  However,  with its evolving  network
systems  infrastructure  and  resource  alliances,  Zandria  plans to be able to
acquire and host dotcom startups  within its facility in San Diego,  California,
and in startups located elsewhere.

The primary  focus for  acquisition  will be dotcom  companies  that develop web
sites targeted to well defined,  nominally  tapped markets.  These companies may
pertain  to  business  to  consumer  ("B2C") or  business  to  business  ("B2B")
commerce. With the current shift of investor interest, and the increasing use of
the  Internet for business  processes,  Zandria  intends to place an emphasis on
seeking acquisition  opportunities related to B2B and B2B2C, i.e.,  manufacturer
to retailer to consumer.

                                       8

<PAGE>

                                    PART II

     ITEM 1.   LEGAL PROCEEDINGS

     To the best knowledge of the officers and directors of the Company, neither
the Company  nor any of its  officers or  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

     The  Company  filed a Current  Report on Form 8-K dated  March 21,  2000 to
change  control to  Zandria  Entertainment  Networks,  Inc.  and to acquire  its
assets. The Current Report noted a change in the Certifying Accountant, a change
in Officers and  Directors  and a six (6)for one (1) forward split of the Common
Stock.

                                       9

<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:  May 18, 2000       By:  /s/ Michael J. Howard
                              -----------------------
                              Michael J. Howard
                              Chief Financial Officer







                                       10