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 June 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 June
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 June 30, 2000                     2

          Statement of Operations for the three months ended
          June 30, 2000                                         3

          Statement of Operations for the six months ended
          June 30, 2000                                         4

          Statements of Cash Flows for the six months ended
          June 30, 2000                                         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                                            01

                                       1
<PAGE>

PART I    FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


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

                                       30-Jun-2000             31-Dec-1999
                                      ---------------          -----------
                                       (Unaudited)              (Audited)

                                     ASSETS
Current Assets:
 Cash and Cash Equivalents            $     200,196            $        -
 Pepaids and Advances                 $      35,400            $        -
                                      ---------------          -----------
Total Current Assets                  $     235,596            $        -

Non-Current Assets:
 Property and Equipment
  net of Accum Depr                   $     326,136            $        -
 Other Non-Current Assets             $     103,953            $        -
                                      --------------           -----------
Total Non-Current Assets              $     430,089            $        -

Total Assets                          $     665,685            $        -
------------                          =============            ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
 Current Liabilities
  Accounts Payable                    $  171,320.69            $        -
  Accrued Liabilities                 $   71,472.70            $        -
  Payroll and Payroll Tax Accrual     $   25,213.99            $        -
  Sales Fees Accrual                  $           -            $        -
                                      --------------------     -----------
 Total Current Liabiliies             $     268,007            $        -

Total Liabilities                     $     268,007            $        -

Shareholders' Equity
Common stock , par value $0.001
 per share, 100,000,000 authorized,
 32,198,596 issued and outstanding
 as of 6/3/00                         $      32,199             $   1,000
Additional Paid-in Capital            $   1,766,840             $   1,000
Retained Earnings                     $    (103,071)            $  (2,000)
Current Year Earnings                 $  (1,298,290)            $       -
                                      --------------            ----------
Total Shareholders' Equity            $     397,678             $       -

Total Liablities and
--------------------
Shareholders' Equity                  $     665,685             $       -
--------------------                  =============             ===========

                                       2
<PAGE>

            ZANDRIA CORPORATION AND ITS SUBSIDIARY LEVELRED.COM, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (Unaudited)

                                               Three Months Ending
                                   ----------------------------------------
                                     30-Jun-2000            30-Jun-1999
                                   ---------------         ----------------

Revenues                           $             -         $              -

Cost of Goods Sold                 $             -         $              -
                                   ---------------         ----------------
Gross Profit                       $             -         $              -

Operating Expenses
  Marketing and Sales              $        46,190         $              -
  General and Administrative       $       935,552         $              -
                                   ---------------         -----------------

Total Operating Expenses           $       981,742         $              -

Operating Profit or (Loss)         $      (981,742)        $              -

Other Income or (Expense)          $         9,034         $              -
                                   ---------------         -----------------
Net Loss                           $      (972,708)        $              -
--------                           ===============         =================

                                       3

<PAGE>

            ZANDRIA CORPORATION AND ITS SUBSIDIARY LEVELRED.COM, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (Unaudited)


                                               Six Months Ending
                                   ----------------------------------------
                                     30-Jun-2000             30-Jun-1999
                                   ---------------         ----------------


Revenues                           $             -         $              -

Cost of Goods Sold                 $             -         $              -
                                   ---------------         ----------------
Gross Profit                       $             -         $              -

Operating Expenses
 Marketing and Sales               $        88,690         $              -
 General and Administrative              1,224,176                        -
                                   ---------------         -----------------

Total Operating Expenses           $     1,312,866         $              -


Operating Profit or (Loss)         $    (1,312,866)        $              -

Other Income or (Expense)          $        14,576         $              -
                                   ---------------         ----------------
Net Loss                           $    (1,298,290)        $              -
--------                           ===============         ================
                                       4

<PAGE>


            ZANDRIA CORPORATION AND ITS SUBSIDIARY LEVELRED.COM, INC.
                        CONSOLIDATED CASH FLOW STATEMENTS
                                  (Unaudited)

                                               Six Months Ending
                                      ----------------------------------------
                                       30-Jun-00                  30-Jun-99
                                      ------------            ----------------
Cash Flows From Operating
 Activities:
     Net Loss                         $ (1,298,290)           $              -
     Depreciation & Amortization      $     24,789            $              -
     Increase (descrease) in:
        Prepaids and Advances         $    (35,401)           $              -
        Accounts Payable              $    128,991            $              -
        Accruals                      $   (267,125)           $              -
                                      ------------            -----------------
   Net Cash Used In Operating
    Activities                        $ (1,447,036)           $              -
                                      ------------            ----------------
Cash Flows Used in Investing
 Activities:
     Capital Purchases                $   (362,261)           $              -
     Long Term Deposits               $    (61,178)           $              -
                                      ------------            -----------------
   Net Cash Used in Investing
    Activities                        $   (423,439)           $              -
                                      ------------            ----------------
Cash Flows from Financing
 Activities:
     Parent Funding                   $    538,750            $              -
     Asset Purchase Agreement         $    800,000            $              -
                                      ------------            -----------------

   Total Cash Flows from
   Financing Activities               $  1,338,750            $              -
                                      ------------            ----------------
Net Decrease in Cash and Cash
Equivalents                           $   (531,725)           $              -

Cash and Cash Equivalents
Beginning Period                      $    731,921            $              -
                                      ------------            ----------------
Cash and Cash Equivalents Ending
Period                                $    200,196            $              -
                                      ------------            ----------------

                                       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 began 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  (OTC:ZAND),  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 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  and  6/30/00,  of the
remaining  8,198,596  shares, no other entity was issued or 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 through the asset  purchase  transaction  date of March 14,
2000,  Zandria  Entertainment  Networks  had been  generating  investor  funding
through 504 and 506 private placement memorandums. These memorandums resulted in
gross proceeds of approximately  $5.0 million.  After deducting expenses related
to marketing,  sales fees and other operational  costs of Zandria  Entertainment
Networks,  the net proceeds of approximately  $2.5 million were used to fund the
initial  development of Levelred.com,  and provide working capital for the daily
operations of Zandria Entertainment Networks (now Zandria Corporation).  Through
June 30, 2000, Zandria has been the only funding resource for Levelred.com.

In order to direct the  significant  portion of the net funding  proceeds to the
development of Levelred.com,  the operational overhead of Zandria Corporation is
minimal.  Zandria's  staffing  includes one person who is the CEO and CFO, and a
senior  staff  accountant.  Its  offices  are  located  within the  Levelred.com
facility.

The initial  staffing  development  of  Levelred.com  began in November 1999. In
January 2000 the company  moved into its current  facility at 1450 Front Street,
San Diego,  CA.  After  completing  the  required  leasehold  improvements,  the
Internet site design and  development  began in February  using a combination of
employed staff and outside services. Through February 15, 2000 the total funding
from Zandria  Entertainment  Networks was $841,000.  This had been recorded as a
bridge loan. On February 16, 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  $750,000.  An  additional  $50,000 was  assigned  for  warrants to purchase
options.  The remaining  $41,000,  and all further funding since February 16 has
been  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 of June 30, 2000, total
funding is $1,338,750. Cash reserves as of June 30 are approximately $200,000.

On March 14, 2000 the asset  purchase  transaction  took place  between  Zandria
Entertainment  Networks and, what is now,  Zandria  Corporation.  As part of the
asset purchase transaction, the stock purchase agreement was assigned to Zandria
Corporation.  As of June 30 2000,  Levelred.com,  Inc.  remains  a wholly  owned
subsidiary of Zandria Corporation.

The beta test launch of the site,  www.levelred.com,  was on June 15, 2000.  The
purpose of this launch was to test and evaluate the  development  work completed
to date. The official  launch date of the site was July 15, 2000.  Site activity
statistics are maintained  daily.  Although the beta site was static in content,
the 30 days during beta  testing  yielded  over 1.1 million  hits with a visitor
duration of about 13  minutes.  These  statistics  are  anticipated  to increase
substantially after the site officially launches.

                                       7
<PAGE>

The Levelred.com  business model began as an Internet site that would target the
21 to 34 age  demographics.  The  content  of the site was to focus on  fashion,
nightlife events,  music and culture.  The objective was to develop a non-paying
membership  base of over 1.0 million.  The revenue model included  retail sales,
advertising,  licensing of member demographic data, and licensing of content. As
site development  evolved it became evident that a greater emphasis needed to be
placed on more frequently  changing content in order to draw visitors and repeat
visitors to the site. In addition,  the video content needed to be expanded from
a primary  focus of fashion and  nightlife to include  sports and  interviews of
celebrities known within the  demographics.  This required the use of webcasting
technology.  Webcasting  technology now provides the site with live broadcast of
events, and video archiving for replay and licensing.

While  maintaining  focus  for  developing  the  Internet  site and the  related
e-commerce  objectives,  the company is evaluating  further expansion into other
complimentary forms of content delivery.  Most immediate  opportunities  include
off-line events and television.  Off-line events is a component of Levelred that
manages the  production  of large party music  events.  Television  will provide
Levelred  with another  channel to replay its webcast  video content to a larger
market base.  Other  consideration is being given to radio broadcast and a print
publication that will complement the web site.

The  significance  of developing  other Levelred  business units of services and
content  distribution  is that it would allow the  company to reach  broader and
deeper  into the  target  demographics.  This  could  significantly  expand  the
opportunity  to develop  other  channels  of revenue  generation.  As such,  the
revenue model would not be limited to the Internet site.

The  launch  will  focus  initially  on the San  Diego and  Southern  California
markets.  After the launch within this geographic market,  expansion of the site
is planned to proceed  into the larger  cities.  Rather than expand  immediately
into other US cities,  the current  plan is to develop  alliances  within  major
cities,  to include  the US and  international.  By doing so, it is  anticipated
Levelred will be able be able to reach a larger  population of the demographics,
develop a greater  variety of  content,  and  increase  the  development  of the
e-commerce model.

Funding  reserves for Levelred are  approaching a critical level. In late June a
private placement memorandum was distributed by Levelred Investments, Inc (LRI).
This  company  is not  related  to  Levelred  or  Zandria.  The  purpose of this
memorandum is to generate $5.0 million of investor funding for LRI. Of this, LRI
has an option agreement with  Levelred.com,  Inc. to purchase 2.5 million shares
of Levelred.com.  Inc. for $3.4 million. As of June 30,  Levelred.com,  Inc. has
not received any funds for the purchase of these options.

The exit strategy for Levelred.com, Inc. is to develop the company to an optimal
value level which would make it a candidate for an acquisition or IPO.


                                       8
<PAGE>

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.  This may
include technology based companies.  Although it could be viewed that Zandria is
moving into an  incubator  model,  the current  strategy  and limited  financial
resources   preclude   Zandria  from   developing  a  full  or  partial  service
infrastructure.  The investment into developing an 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 other startups
within its facility in San Diego, California, and in startups located elsewhere.


                                    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

          None

                                      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:  August 16, 2000       By:  /s/ Michael J. Howard
                              -----------------------
                              Michael J. Howard
                              Chief Financial Officer







                                       10