<Page>



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 10-Q

                                QUARTERLY REPORT
                PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                       For the quarter ended June 30, 2001
                         Commission File Number 0-29479

                        WORLDWIDE WEB NETWORX CORPORATION
             (Exact name of Registrant as specified in its charter)

       DELAWARE                                            58-2280078
(State of Incorporation)                                (I.R.S. Employer
                                                        Identification No.)

    500 N. GULPH ROAD - SUITE 200                            19406
        KING OF PRUSSIA, PA                                (zip code)
(Address of principal executive offices)





                                 (610) 527-3554
              (Registrant's telephone number, including area code)

                                   -----------



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 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

       Number of shares of Common Stock outstanding as of August 15, 2001:
                                49,239,929 shares

<Page>



                        WORLDWIDE WEB NETWORX CORPORATION
                           QUARTERLY REPORT FORM 10-Q

<Table>
<Caption>

                                                           INDEX

                                               Part I - FINANCIAL INFORMATION
<S>                                                                                                                             <C>
Item 1 - Financial Statements:

Condensed Consolidated Balance Sheets.....................................................................................      3
  June 30, 2001 (unaudited) and September 30, 2000

Condensed Consolidated Statements of Operations...........................................................................      4
   Three Months Ended June 30, 2001 and 2000 (unaudited)
   Nine Months Ended June 30, 2001 and 2000 (unaudited)
Condensed Consolidated Statements of Comprehensive Income.................................................................      6
   Three Months Ended June 30, 2001 and 2000 (unaudited)
   Nine Months Ended June 30, 2001 and 2000 (unaudited)
Condensed Consolidated Statements of Cash Flows...........................................................................      7
   Nine Months Ended June 30, 2001 and 2000 (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)..........................................................      8

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operation.............................     12
Item 3 - Quantitative and Qualitative Disclosures About Market Risk.......................................................     16

                                                Part II - OTHER INFORMATION

Item 1 - Legal Proceedings................................................................................................     17

Item 2 - Changes in Securities and Use of Proceeds........................................................................     18

Item 3 - Defaults Upon Senior Securities..................................................................................     18

Item 4 - Submission of Matters to a Vote of Security Holders..............................................................     18

Item 5 - Other Events.....................................................................................................     18

Item 6 - Exhibits and Reports on Form 8-K.................................................................................     19

Signatures................................................................................................................     19
</Table>

<Page>





                        WORLDWIDE WEB NETWORX CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (IN THOUSANDS)

<Table>
<Caption>

                                                                          ----------------------------------
                                                                               JUNE            SEPTEMBER
                                                                                30                30
                                                                               2001              2000
                                                                          ----------------  ----------------
                                                                            (UNAUDITED)
<S>                                                                              <C>               <C>
ASSETS
Current assets:
  Cash and cash equivalents...........................................             $629            $2,271
  Short-term investments..............................................              926             6,005
  Accounts receivable, net of allowance for doubtful accounts ........            2,153             1,587
  Inventory...........................................................              608               644
  Prepaid expenses....................................................               43               700
  Other current assets................................................               20                --
                                                                          ----------------   ---------------

Total current assets..................................................            4,379            11,207
Property and equipment, net...........................................               93               319
Investments in and advances to Affiliated Companies...................            3,319             3,319

Deferred financing costs, net.........................................               32               183
Other assets..........................................................              100               679

                                                                          ----------------   ---------------
Total assets..........................................................           $7,923           $15,707
                                                                          ================   ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accrued expenses....................................................             $555              $629
  Accounts payable....................................................            4,018             3,505
  Deferred revenue....................................................            2,944             3,117
  Current portion of capital lease obligation.........................               --                39
  Convertible debentures .............................................              125               125
  Notes payable ......................................................               75                --
  Convertible promissory note.........................................            3,600             3,600
                                                                          ----------------   ---------------
  Total current liabilities...........................................           11,317            11,015

Stockholders' equity (deficit):
  Common stock........................................................               39                42
  Additional paid-in capital..........................................           40,341            42,938
  Accumulated deficit.................................................          (38,816)          (35,688)
  Unearned stock compensation.........................................               --            (2,600)
   Accumulated other comprehensive loss                                          (4,958)               --
                                                                          ----------------   ---------------

Total stockholders' equity (deficit)..................................           (3,394)            4,692
                                                                          ----------------   ---------------

Total liabilities and stockholders' equity (deficit)..................           $7,923           $15,707
                                                                          ================   ===============
</Table>


                             See accompanying notes.


<Page>




                        WORLDWIDE WEB NETWORX CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)
                                   (UNAUDITED)
<Table>
<Caption>


                                                                      ---------------------------------
                                                                             THREE MONTHS ENDED
                                                                                  JUNE 30,
                                                                      ---------------------------------
                                                                           2001              2000
                                                                      ---------------   ---------------


<S>                                                                   <C>                <C>
Revenues........................................................       $      4,137       $     1,210
Cost of revenues................................................              1,821             1,037
                                                                     ----------------  ---------------
Gross profit....................................................              2,316               173

Operating expenses:
  Selling, general and administrative...........................              1,951             3,521
  Depreciation and amortization.................................                127               352
                                                                     ----------------  ---------------

Income (loss) from operations...................................                238            (3,700)

Other income (expenses):
  Loss on sale of short-term investments........................                (19)           (1,723)
  Loss on disposal of assets....................................                 --                --
  Interest expense..............................................                (67)               (4)
  Amortization of debt issuance costs...........................                 --                --
  Interest income...............................................                  8                27
  Equity loss...................................................                 --               (11)
                                                                     ----------------  ---------------
  Total other expenses..........................................                (78)           (1,711)
                                                                     ----------------  ---------------
Income (loss) before income taxes...............................                160            (5,411)
Income tax expense..............................................                 --               225
                                                                     ----------------  ---------------

Net income (loss)...............................................       $        160      $     (5,636)
                                                                     ================  ===============
Basic and diluted net income (loss) per share                          $       0.00      $      (0.14)
                                                                     ================  ===============
Basic and diluted weighted average shares outstanding                    38,915,596        39,537,012
                                                                     ================  ===============


                                                                      --------------------------------
                                                                             NINE MONTHS ENDED
                                                                                 JUNE 30,
                                                                      --------------------------------
                                                                           2001             2000
                                                                      ---------------  ---------------


Revenues.........................................................         $9,937          $     2,749
Cost of revenues.................................................          7,711                2,341
                                                                     ----------------  ---------------
Gross profit ....................................................          2,226                  408

Operating expenses:
  Selling, general and administrative............................          4,711                9,904
  Depreciation and amortization..................................            193                1,116
                                                                     ----------------  ---------------
Loss from operations.............................................         (2,678)             (10,612)

Other income (expenses):
   Loss on sale of short-term                                                (89)              (1,723)
  investments.................................
  Loss on disposal of assets.....................................           (138)               --
  Interest expense...............................................           (313)                 (39)
  Amortization of debt issuance costs............................             --                 (139)
  Interest income................................................             90                  166
  Equity loss....................................................             --                 (364)

<Page>

                                                                     ----------------  ---------------
  Total other expenses...........................................             (450)            (2,099)
                                                                     ----------------  ---------------
Loss before income taxes.........................................           (3,128)           (12,711)
Income tax benefit...............................................               --             (1,025)
                                                                     ----------------  ---------------
Net loss.........................................................           (3,128)       $   (11,686)
                                                                     ================  ===============

Basic and diluted net loss per share                                   $     (0.08)       $     (0.31)
                                                                     ================  ===============

Basic and diluted weighted average shares outstanding                   39,353,691         37,697,735
                                                                     ================  ===============
</Table>


                             See accompanying notes.



<Page>



                        WORLDWIDE WEB NETWORX CORPORATION
        CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<Table>
<Caption>


                                                                    -------------------------    ---------------------------
                                                                    THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                           JUNE 30,                       JUNE 30,
                                                                    -------------------------    ---------------------------
                                                                      2001          2000            2001          2000
                                                                   -----------   ------------    -----------   ------------
<S>                                                                    <C>        <C>            <C>           <C>
Net income (loss).............................................         $160       $ (5,636)      $(3,128)      $(11,686)
Other comprehensive income (loss):
   Unrealized holding losses in available-for-sale                     (217)       (42,955)       (5,047)       (16,855)
     Securities...............................................
   Less:  reclassification adjustment for losses included in net         19          1,723            89           1723
loss
                                                                   -----------   ------------    -----------   ------------
   Net unrealized holding losses..............................         (198)       (41,232)       (4,958)       (15,132)
                                                                   -----------   ------------    -----------   ------------
   Tax benefit related to other comprehensive income..........           --         16,483            --          6,098
                                                                   -----------   ------------    -----------   ------------
Net unrealized depreciation in available-for-sale ............
   securities.................................................         (198)       (24,749)       (4,958)        (9,034)
                                                                   -----------   ------------    -----------   ------------
Comprehensive loss............................................         $(38)      $(30,385)      $(8,086)      $(20,720)
                                                                   ===========   ============    ===========   ============
</Table>

                             See accompanying notes.


<Page>



                        WORLDWIDE WEB NETWORX CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<Table>
<Caption>

                                                                                     NINE MONTHS ENDED
                                                                                         JUNE 30,
                                                                                ----------------------------
                                                                                    2001           2000
                                                                                -------------  -------------
<S>                                                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss..............................................................             $(3,128)      $(11,686)
Adjustments to reconcile net loss to net cash used in operating activities:
  Loss on sale of short-term investments..............................                  89          1,723
  Loss on disposal of assets..........................................                 138             --
  Stock compensation..................................................                  --            900
  Depreciation........................................................                  42             85
  Amortization........................................................                 151          1,031
  Deferred income taxes...............................................                  --         (1,025)
  Amortization of debt issuance costs.................................                  --            139
  Equity loss.........................................................                  --            364
  Changes in operating assets and liabilities net of acquisitions:
     Accounts receivable..............................................                (566)          (103)
     Inventory........................................................                  36             --
     Prepaid expenses.................................................                 657            122
     Other assets.....................................................                 559             --
     Accrued expenses.................................................                 (74)         1,614
     Accounts payable.................................................                 575           (341)
     Deferred revenue.................................................                (173)           424
                                                                                -------------  -------------

Net cash used in operating activities.................................              (1,694)        (6,753)
                                                                                -------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of short-term investments..........................                  32            329
Purchase of property and equipment....................................                 (16)          (300)
Increase in other assets..............................................                  --           (113)
                                                                                -------------  -------------
Net cash provided by (used in) investing activities...................                  16            (84)
                                                                                -------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable...........................................                 475             --
Repayment of notes payable............................................                (400)            --
Payments on capital lease obligations                                                  (39)           (28)
                                                                                -------------  -------------
Net cash provided by (used in) financing activities...................                  36            (28)
                                                                                -------------  -------------
Net decrease in cash and cash equivalents.............................              (1,642)        (6,865)
Cash and cash equivalents at beginning of period......................               2,271          7,234
                                                                                -------------  -------------
Cash and cash equivalents at end of period............................             $   629       $    369
                                                                                =============  =============

NONCASH TRANSACTIONS
Exchange of convertible notes and accrued interest for common stock...                  --            995
Exchange of furniture for satisfaction of rental obligations..........                  62             --
Return of unearned stock compensation.................................               2,600             --

ISSUANCE OF COMMON STOCK FOR:
Acquisition of ownership interests in Affiliated Companies............                  --          2,250
Services rendered.....................................................                  --             30
Satisfaction of accrued expenses......................................                  --            512
</Table>

                             See accompanying notes.


<Page>




                        WORLDWIDE WEB NETWORX CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1. ORGANIZATION AND BUSINESS

         WorldWide Web NetworX Corporation (the "Company") is a holding company
that enters into joint ventures with or acquires ownership interest in off-line
business-to-business companies in order to migrate the traditional business
transactions of those companies onto the Internet. The Company also invests in
new business-to-business opportunities which improve the efficiency of
transactions and makes other opportunistic investments. As of June 30, 2001, the
Company had joint ventures with or acquired owned interests in eleven companies.
In previous periods, we wrote our ownership interests in four of these
companies, WWWX-Jencom, LLC, InterCommerce China, LLC, VideoNet Corporation and
Vision Technologies, Inc., down to zero because we were unable to confirm that
they had any value.

2. SIGNIFICANT ACCOUNTING POLICIES

INTERIM FINANCIAL STATEMENTS

         The accompanying unaudited interim condensed financial statements as of
June 30, 2001 and for the three and nine month periods ending June 30, 2001 and
2000 have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information pursuant to the
rules and regulations of the SEC. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, considered necessary for the fair
presentation of the Company's financial position at June 30, 2001 and its
operations and cash flows for the nine month periods ending June 30, 2001 and
2000 have been included. Operating results for the three and nine month periods
ended June 30, 2001 are not necessarily indicative of the results that may be
expected for any other interim period. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to such rules and regulations relating to interim
financial statements. The information included in this Form 10-Q should be read
in conjunction with Management's Discussion and Analysis of Financial Condition
and Results of Operations and the Company's financial statements and notes
thereto included in the Company's Annual Report on Form 10-K.

USE OF ESTIMATES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of the
Company, its wholly owned subsidiary, The Intrac Group, Ltd., and its majority
owned and controlled subsidiary, ATM Service, Ltd. The various interests that
the Company acquires in its Affiliated Companies are accounted for under three
methods: consolidation, equity method and cost method. The applicable accounting
method is generally determined based on the Company's voting interest in an
Affiliated Company, unless significant minority rights are present, or the
Company's exercise of control of an Affiliated Company. During the three and
nine month periods ending June 30, 2000, the consolidated financial statements
also included the accounts of Real Quest, Inc., a majority-owned and controlled
subsidiary sold on September 27, 2000.

<Page>


                        WORLDWIDE WEB NETWORX CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

CONSOLIDATION

         Affiliated Companies in which the Company directly or indirectly owns
more than 50% of the outstanding voting securities are generally accounted for
under the consolidation method of accounting. Under this method, an Affiliated
Company's results of operations are reflected within the Company's statement of
operations. All significant intercompany accounts and transactions are
eliminated.

TRADE CREDITS

         The Company makes some purchases of goods and services in whole or in
part by issuing "trade credits" that customers can redeem to purchase goods and
services from the Company. The Company issues two types of trade credits,
"combination trade credits" and "straight trade credits." Under a combination
trade credit arrangement, the customer purchases goods and services from the
Company and pays for goods and services in both cash and the redemption of trade
credits. Straight trade credits are used for the same purposes as combination
trade credits, but differ in that the customer pays for goods and services only
through the redemption of trade credits, with no cash component.

         Unredeemed combination trade credits totaled $33,929,226 and
$11,708,000, respectively, at June 30, 2001 and September 30, 2000. During
the three month period ended June 2001, $4,209,767 and $669,241 combination
trade credits were issued and redeemed, respectively; during the nine month
period ended June 2001, $19,076,256 and $1,846,632 combination trade credits
were issued and redeemed, respectively. No trade credits expired during the
three or nine month period ended June 30, 2001. Vendors must redeem the trade
credits within specified periods ranging from 2 to 5 years.

SHORT-TERM INVESTMENTS

         The Company classifies its short-term investments as available for
sale. Such investments are recorded at fair value based on quoted market prices,
with unrealized gains and losses, which are considered to be temporary, recorded
as other comprehensive income or loss until realized. The cost of short-term
investments sold is based on the average cost method.

NET INCOME OR LOSS PER SHARE

         Basic net income (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares outstanding for
the period. Diluted net income (loss) per share reflects the potential
dilution of securities by including other common stock equivalents, including
stock options, convertible debt, and warrants to purchase common stock in the
weighted average number of common shares outstanding for a period, if
dilutive. Contingently issuable shares are included in diluted net income
(loss) per share, if dilutive, based on the number of shares, if any, that
would be issuable under the terms of the arrangement if the end of the
reporting period were the end of the contingency period.

RECENT ACCOUNTING PRONOUNCEMENTS

         Recent Accounting Pronouncements, Financial Accounting Standards
("FAS") Board Statements Nos. 141 and 142, which every company is required to
apply starting with fiscal years beginning after December 2001, require
companies to periodically evaluate (as opposed to amortize) goodwill and
intangible assets carried on the company's books as an asset. The Company
does not presently carry any goodwill and intangible assets as an asset on
its books and management has determined that the adoption of FAS 141 and 142
will not have a significant impact on the Company.

<Page>



                        WORLDWIDE WEB NETWORX CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

3. SHORT-TERM INVESTMENTS

         Short-term investments at June 30, 2001 and September 30, 2000
consisted of 1,543,400 and 1,575,000 shares of common stock of Entrade Inc. (a
New York Stock Exchange company), respectively, which we received as
consideration for the sale of a subsidiary. The Entrade shares received by the
Company had restrictions on their sale until September 23, 2000, however,
Entrade Inc. granted the Company a partial waiver of the sale restrictions that
allowed the Company to sell a total of 175,000 shares in May and June 2000 and
an additional 50,000 shares in August 2000. In September 2000, the remaining
shares were pledged by the Company as collateral for the $3.6 million loan from
Blair Ventures-Fund I, Inc. ("Blair Ventures"), however, in February 2001, Blair
Ventures released the shares from its pledge, until written notice to the
contrary, in order to permit the Company to sell Entrade shares. The Company
sold 23,600 Entrade shares in March 2001 and an additional 9,000 shares in
April and May 2001. Although we intended to sell additional shares, we were
unable to do so because of Entrade's failure to timely file an annual report
for its fiscal year ended December 31, 2000 and a quarterly report for the
quarter ended March 31, 2001. The quoted market value of the 1,544,400
Entrade shares held by the Company at June 30, 2001 was $0.60 per share, or
$926,640, at that date, a decrease of $0.2125 per share, or $328,185, from
the amount recorded at December 31, 2000.

         As of the date of this report, Entrade has not filed a report on Form
10-K for the year ended December 31, 2000 or reports on Form 10-Q for the
periods ended March 31, 2001 or June 30, 2001.

4. OWNERSHIP INTERESTS IN AFFILIATED COMPANIES

         The following summarizes the Company's ownership interests in and
advances to Affiliated Companies which were accounted for under the cost method
of accounting during the nine month period ended June 30, 2001. Cost basis
represents the Company's original acquisition cost and advances less any
impairment charges recorded by the Company (in thousands).

<Table>
<Caption>


                                                                VALUATION                                TOTAL CARRYING VALUE
                                     INVEST-                      ALLO-               COST           JUNE 30,        SEPTEMBER 30,
                                      MENT        ADVANCES        WANCE               BASIS            2001               2000
                                 -----------      --------      ----------            -----            ----               ----
                                                                                                   (UNAUDITED)

<S>                                    <C>            <C>           <C>              <C>              <C>               <C>
  WWWX-Jencom, LLC...........          $   --         $  900        $ (175)          $  725           $  ---            $  ---
  InterCommerce China, LLC              2,250              -        (2,250)               -                -               ---
                                        2,250            900        (2,425)             725                -               ---



  VideoNet...................              --            100          (100)              --                -               ---
  One World Direct...........             675             --             --             675              675               675
  Vision.....................              --            850          (850)              --               --               ---
  NAI and Real Quest.........             789            250              -           1,039            1,039             1,039
  AssetTRADE.................           1,605             --             --           1,605            1,605             1,605
  Other......................              81             --           (81)              --               --               ---
                                --------------  -------------  -------------   -------------  ---------------  ----------------

                                        3,150          1,200        (1,031)           3,319            3,319             3,319
                                --------------  -------------  -------------   -------------  ---------------  ----------------

  Total......................          $5,400         $2,100       ($3,456)          $4,044           $3,319            $3,319
                                ==============  =============  =============   =============  ===============  ================
</Table>

<Page>



                        WORLDWIDE WEB NETWORX CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

5. INCOME TAXES

         Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Deferred tax
assets and liabilities are measured using the enacted tax rates in effect for
the year in which the temporary differences are expected to be recovered or
settled. Significant components of the Company's net deferred income taxes
included the deferred gain on sale of a subsidiary, the loss in an
unconsolidated subsidiary, the effect of purchased research and development and
other intangibles and NOL carryforwards.

         At September 30, 2000, the Company had available net operating loss
carryforwards of approximately $2,430,000 which expire in the years 2012 to 2019
for federal purposes and 2004 and 2006 for state purposes. The timing and manner
in which the Company will utilize net operating loss carryforwards in any year,
or in total, may be limited by Section 382 of the Internal Revenue Code.

6. COMMON STOCK

         In December 1998, we formed ATM Service, Ltd. with Warren Rothstein,
who served as our Interim Chairman, President and Chief Executive Officer until
April 26, 2000, as one of our directors until August 22, 2000 and as the
Chairman of both ATM and The Intrac Group, Ltd. until October 19, 2000. In
connection with the formation of ATM, we agreed to issue 5,000,000 shares of our
common stock to Mr. Rothstein, subject to forfeiture. In July 1999, Mr.
Rothstein relinquished his right to 1,000,000 of these shares, as well as to a
26% interest in ATM, in order to enable us to use those shares and a part of the
26% interest in ATM to acquire Intrac. In November 2000, Mr. Rothstein
relinquished an additional 2,600,000 of his shares of our common stock and the
entire balance of his equity interest in ATM in connection with his resignation
as the Chairman of ATM and Intrac.

7. CONVERTIBLE LOAN

         On August 22, 2000, D.H. Blair Investment Banking Corp. caused its
affiliate, Blair Ventures-Fund I, Inc. ("Blair Ventures"), to make a loan to us
in the principal amount of $3.6 million. The loan is evidenced by a Convertible
Promissory Note and is secured by a first priority security interest in all of
our assets.

         The outstanding principal amount of the loan is due on or before
September 1, 2001, however, the maturity date may be extended, at Blair
Ventures' sole option, for up to an additional two years. Interest is payable on
the loan, at the rate of 10% per year, upon maturity. The loan may be converted
by Blair Ventures at any time prior to the maturity date into our common stock
at the rate of $0.75 per share. Any shares of our common stock issued to Blair
Ventures as a result of conversion will be subject to anti-dilution rights. In
addition, Blair Ventures will have two demand registration rights and unlimited
piggyback registration rights pursuant to the terms of the note with respect to
any common stock that it receives.

         Pursuant to the terms of the note, we can prepay the loan, in whole or
in part, at any time, upon at least ten days written notice to Blair Ventures.
However, in the event of any prepayment, we would be required to issue to Blair
Ventures a warrant to purchase shares of our common stock in an amount equal to
the prepayment, at $0.75 per share. The common stock underlying such warrant
would also be subject to anti-dilution rights and Blair Ventures would have two
demand registration rights and unlimited piggyback registration rights with
respect to such shares.

8.  INVENTORY

         We had approximately $608,000 and $644,000 of inventory at June 30,
2001 and September 30, 2000, respectively. Inventory at June 30, 2001
consists of merchandise purchased or acquired by ATM Service, Ltd. and The
Intrac Group, Ltd., for resale, in consideration for inventory liquidation
and asset recovery services. The merchandise included in inventory was valued
by the management of ATM and Intrac on the basis of the companies' prior
sales or a conservative estimate of the present market value of such
merchandise.

<Page>

                        WORLDWIDE WEB NETWORX CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

9. CONTINGENCIES

         In January 2001, Arab Commerce Bank Ltd. and Lufeng Investments Ltd.,
the two remaining holders of our Series A 6% Cumulative Convertible Debentures,
in the aggregate principal amount of $125,000, filed an action against us in the
United States District Court for the Southern District of New York (Case No. 01
Civ. 0810). In April 2001, the debenture holders voluntarily dismissed this
action after we filed a motion asking the court to dismiss the case on the basis
of lack of jurisdiction. The debenture holders subsequently re-filed their
complaint in the Supreme Court of the State of New York (Index No. 01601617). In
their complaint, the debenture holders seek to recover the principal amount of
their debentures plus interest from March 22, 1999 and liquidated damages as per
the terms of the debentures as a result of our alleged failure to file a
registration statement and to have such registration statement declared
effective in accordance with the terms of the debentures. The debenture holders
are seeking to recover damages in the approximate amount of $230,000,
representing principal, interest and liquidated damages. The Company intends to
pursue all appropriate means of resolving this claim.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS CONTAINS FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS. THE FOLLOWING DISCUSSION
SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS
AND RELATED NOTES THERETO INCLUDED IN OUR ANNUAL REPORT FILED ON FORM 10-K FOR
THE YEAR ENDED SEPTEMBER 30, 2000.

GENERAL

         We reported a series of initiatives to improve our general and
administrative expense performance in our annual report filed on Form 10-K on
January 16, 2001. As stated in that report, the impact of those changes were
expected to be material beginning in fiscal year 2001. The overall cash flows
used in operations for the nine month period ended June 30, 2001 have decreased
by approximately $5.1 million from the nine month period ended June 30, 2000,
from approximately $6.8 million of cash used for operations for the nine month
period ended June 30, 2000 to approximately $1.7 used for the nine month period
ended June 30, 2001. Management's intention is to attempt to keep our monthly
expenditures as low as possible while we attempt to obtain funding for new
investment opportunities and continued operations.

         If we are successful in obtaining new funding, our plan is to:

         INCREASE REVENUES BY DEVELOPING OUR OPERATING COMPANIES. ATM Service,
Ltd. and The Intrac Group, Ltd. will continue to develop their customer bases
through the efforts of their present sales and marketing team. ATM Service, Ltd.
will also look to develop emerging markets through its own efforts or through
representatives.

         SEEK OUT NEW INVESTMENT OPPORTUNITIES. We intend to seek out new
investment opportunities using cash, stock and/or Internet expertise as our
capital contributions to create joint ventures.

         If we are successful in raising additional capital for new investment
opportunities, we anticipate that our operating expenses will increase over the
next twelve months. Unless our $3.6 million convertible loan is extended or
converted to equity, we will not be able to continue our operations beyond
September 1, 2001, when the loan becomes due, without additional sources of
funding. Although management anticipates that the maturity date of the $3.6
million convertible loan will be extended, there can be no assurance that it
will be. These conditions raise substantial doubt about our ability to continue
as a going concern. Our actual operating and financial results and actual plan
of operations may differ materially from the stated plan of operations. Factors
which may cause a change from our actual results or actual plan of operations
vary but include, without limitation, decisions of our board of directors not to
pursue the stated plan of operations based upon its reassessment of the plan,
changes in the Internet business or in our business strategy, the wholesaling
and asset recovery business and general operating conditions.

<Page>

RESULTS OF OPERATIONS-THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO JUNE 30, 2000

REVENUES

         The Company derives its revenue by providing inventory liquidation and
asset recovery services and from the purchase and resale of advertising media,
merchandise or business services through our consolidated companies, ATM
Service, Ltd. and The Intrac Group, Ltd.

         Revenues were approximately $4.1 million for the three months ended
June 30, 2001, compared to revenues of approximately $1.2 million for the three
months ended June 30, 2000. The increase was due to a significant increase in
media revenues. For the three months ended June 30, 2001, approximately 15.5% of
our revenue was from liquidation and cost recovery services and 84.5% of our
revenue was from the purchase and resale of media. For the three months ended
June 30, 2000, approximately 5% of our revenue was from liquidation and cost
recovery services, 89% of our revenue was from the purchase and resale of media,
3% of our revenue was from asset management, and 3% of our revenue was from
consulting services. For the three months ended June 30, 2001, three customers
for whom the Company provided services each accounted for more than 10% or more
of the Company's total revenue and accounted, in the aggregate, for
approximately 83% of the total revenue.

COST OF REVENUE

         Cost of revenue primarily consists of media costs and goods, freight
and warehousing of inventory held for sale.

         Cost of revenue was approximately $1.8 and $1.0 million for the three
months ended June 30, 2001 and 2000, respectively. As the proportion of revenue
has shifted from consulting services to asset recovery, liquidation and cost
recovery, and media buying services there has been a corresponding increase in
our cost of revenue when viewed as a proportion of revenue. The cost of
producing technology-consulting services is significantly lower than the cost of
producing either media sales or cost recovery revenue.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses consist primarily of payroll and
related costs, professional fees, consulting fees, facilities cost and marketing
expenses. General and administrative expenses were approximately $2.0 million
and $3.5 million for the three months ended June 30, 2001 and 2000,
respectively. The decrease is largely the result of cost reducing initiatives
implemented in late August and September of 2000. In September 2000, we decided
to close our Mt. Laurel, New Jersey office, which we no longer needed, and began
to search for a subtenant. This enabled us to eliminate or consolidate certain
administrative functions and to eliminate certain positions. In October 2000,
ATM and Intrac each terminated its management services contract with Warren
Rothstein. Following the termination of these contracts, the ATM facility at
Tarrytown, New York was closed and all jobs at that facility were eliminated.
The Tarrytown space has been sublet, since January 1, 2001, for a monthly base
rent of $12,500. ATM will be required to pay the difference between the rent
payable by ATM under the prime lease, which ranges from approximately $17,326 to
$18,055, and the rent payable to ATM under the sublease. In March 2001, we
terminated our lease for our Mt. Laurel, New Jersey offices, effective as of
February 28, 2001. The Company presently has only one employee.

DEPRECIATION AND AMORTIZATION

         Amortization expense consists of amortization of goodwill and other
intangibles. Depreciation expense consists of depreciation of furniture,
fixtures, machinery and computer equipment.

         Depreciation and amortization expense was approximately $127,000 and
$352,000 for the three months ended June 30, 2001 and 2000, respectively. The
depreciation and amortization in the three months ended June 30, 2001 was for
amortization of deferred financing costs and depreciation of fixed assets. The
depreciation and amortization in the three months ended June 30, 2000 was
primarily for goodwill amortization relating to the acquisition of Intrac. In
fiscal year 2000, the remaining goodwill related to the Intrac acquisition was
written down to zero, eliminating the need for amortization in the quarter ended
June 30, 2001.

<Page>

INCOME (LOSS) FROM OPERATIONS

         During the three months ended June 30, 2001, we had income from
operations of approximately $200,000 compared with a loss of approximately
$3.7 million for the three months ended June 30, 2000. These earnings are
primarily the result of an increase in revenues and our gross profit margin
and the reductions in general and administrative expenses mentioned
previously.

LOSS ON SALE OF SHORT-TERM INVESTMENTS

         During the three months ended June 30, 2001, we sold an additional
9,000 shares of Entrade Inc. common stock, resulting in a loss of approximately
$19,000.

NET INCOME (LOSS)

         For the three months ended June 30, 2001, we had net income of
approximately $160,000, before taxes, compared to net losses of approximately
$5.6 million for the three months ended June 30, 2000. This income is primarily
the result of an increase in revenues and our gross profit margin and the
reductions in general and administrative expenses mentioned previously.

RESULTS OF OPERATIONS-NINE MONTHS ENDED JUNE 30, 2001 COMPARED TO JUNE 30, 2000

REVENUES

         Revenues were approximately $9.9 million for the nine months ended June
30, 2001, compared to revenues of approximately $2.7 million for the nine months
ended June 30, 2000. The increase in revenues was due to a significant increase
in media sales. For the nine month period ended June 30, 2001, approximately
26.8% of our revenue was from liquidation and cost recovery services and 73.2%
of our revenue was from the purchase and resale of media. For the nine months
ended June 30, 2000, approximately 24% of our revenue was from liquidation and
cost recovery services, 67% of our revenue was from the purchase and resale of
media, 4% of our revenue was from asset management, 4% of our revenues was from
management services and 1% of our revenue was from consulting services. For the
nine months ended June 30, 2001, five customers for whom the Company provided
services each accounted for more than 10% or more of the Company's total revenue
and accounted, in the aggregate, for approximately 84% of the total revenue.

COST OF REVENUE

         Cost of revenue was approximately $7.7 and $2.3 million for the nine
months ended June 30, 2001 and 2000, respectively. As the proportion of revenue
has shifted from consulting services to asset recovery, liquidation and cost
recovery and media buying services, there has been a corresponding increase in
our cost of revenue when viewed as a proportion of revenue. The cost of
producing technology-consulting services is significantly higher than the cost
of producing either media sales or cost recovery revenue. The cost of revenue
for the nine months ended June 30, 2000 had a greater proportion of salaries and
fees paid to programmers and consultants than the nine month period ended June
30, 2001, which had no consulting revenues.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses consist primarily of payroll and
related costs, professional fees, consulting fees, facilities cost and marketing
expenses. General and administrative expenses were approximately $4.7 million
and $9.9 million for the nine months ended June 30, 2001 and 2000, respectively.
As described above, the decrease is largely the result of cost reducing
initiatives implemented in late August and September of 2000. In September 2000,
we decided to close our Mt. Laurel, New Jersey office, which we no longer
needed, and we began to search for a subtenant. This enabled us to eliminate or
consolidate certain administrative functions and to eliminate certain positions.
In October 2000, ATM and Intrac each terminated its management services contract
with Warren Rothstein. Following the termination of these contracts, the ATM
facility at Tarrytown, New York was closed and all jobs at that facility were
eliminated. The Tarrytown space has been sublet, since January 1, 2001, for a
monthly base rent of $12,500. ATM will be required to pay the difference between
the rent payable by ATM under the prime lease, which ranges from approximately
$17,326 to $18,055, and the rent payable to ATM under the sublease. In March
2001, we terminated our

<Page>

lease for our Mt. Laurel, New Jersey offices, effective as of February 28, 2001,
and transferred furniture to the landlord valued at approximately $62,000 in
satisfaction of our rental obligations under the lease.

DEPRECIATION AND AMORTIZATION

         Amortization expense consists of amortization of goodwill and other
intangibles. Depreciation expense consists of depreciation of furniture,
fixtures, machinery and computer equipment.

         Depreciation and amortization expense was approximately $197,000 and
$1.1 million for the nine months ended June 30, 2001 and 2000, respectively.
The depreciation and amortization in the nine months ended June 30, 2001 was
for amortization of deferred financing costs and depreciation of fixed
assets. The depreciation and amortization in the nine months ended June 30,
2000 was primarily for goodwill amortization relating to the acquisition of
Intrac. In fiscal year 2000, the remaining goodwill related to the Intrac
acquisition was written down to zero, eliminating the need for amortization
in the nine months ended June 30, 2001.

LOSS FROM OPERATIONS

         During the nine months ended June 30, 2001, we incurred a loss from
operations of approximately $2.7 million compared with a loss of approximately
$10.6 million for the nine months ended June 30, 2000. The reduced loss is
primarily the result of increased revenue, higher gross margin as a percentage
of revenue and the reductions in general and administrative expenses mentioned
previously. These reductions in general and administrative expenses were
necessary to properly align the cost of managing the business with the business
we currently operate. They were also necessary to allow us more time to seek out
new investment opportunities and additional sources of funding as we continue
operations.

NET LOSSES

         For the nine months ended June 30, 2001, we had net losses of
approximately $3.1 million compared to net losses of approximately $11.7 million
for the nine months ended June 30, 2000. The reduced loss is primarily the
result of the reductions in general and administrative expenses mentioned
previously. These reductions were necessary to properly align the cost of
managing the business with the business we currently operate.

LIQUIDITY AND CAPITAL RESOURCES

         Since inception, we have funded our operations with a combination of
cash proceeds from the sale of our common stock, convertible debentures and sale
of our investment in Entrade Inc. Since inception, we have raised approximately
$12.9 million from the sale of our common stock and approximately $5.1 million
from the sale of our convertible debentures. Proceeds from the sale of Entrade
Inc. stock generated cash proceeds of approximately $1.4 million.

         Cash used in operations was approximately $1.7 million in the nine
months ended June 30, 2001, down from approximately $6.8 million in the nine
months ended June 30, 2000, as a result of our efforts to reduce operating and
general and administrative expenses.

         Cash provided by investing activities during the nine months ended June
30, 2001 was $16,000 compared to cash used in investing activities of $84,000
during the nine months ended June 30, 2000, because we did not purchase any
technology or make any advances to affiliated companies during the nine months
ended June 30, 2001.

         Consolidated working capital decreased to a deficit of approximately
$6.9 million at June 30, 2001, compared to approximately $192,000 at September
30, 2000. The decrease resulted from the continuing cost of operations.

         Revenue in the amounts of $182,934 and $1,639,782 from asset
management, liquidation and recovery services and media buying services was
deferred for the three and nine month periods ended June 30, 2001, respectively.
Deferred revenue recognized during the three and nine month periods ended June
30, 2001 was $430,570 and $1,605,961, respectively. In addition, $206,000 of
media revenue prepaid by customers was recognized during the nine month period
ended June 30, 2001 (all of which occurred during the first and second quarters
of our fiscal year).

<Page>

         Our operations are not capital intensive and we have not incurred
significant capital expenditures through June 30, 2001 and do not anticipate
significant capital expenditures during the remainder of fiscal 2001. There were
no material capital asset purchase commitments at June 30, 2001.

         In fiscal 2000, holders of $864,500 in principal amount of our 6%
cumulative convertible debentures elected to convert into common stock. The only
remaining outstanding debentures, in the principal amount of $125,000, were not
converted into common stock and are the subject of the lawsuit described in Item
1.

         On August 22, 2000, Blair Ventures-Fund I, Inc. ("Blair Ventures") made
a loan to the Company in the principal amount of $3.6 million, which is due on
September 1, 2001. We anticipate that Blair Ventures will extend the maturity
date of the loan, however, there can be no assurance that it will do so.

         On October 26, 2000 and January 16, 2001, ATM Service, Inc. borrowed
$200,000 and $75,000, respectively, from Marvel Worldwide, Ltd., a business
associate of ATM and The Intrac Group, Ltd. These loans were due on February 23,
2001 and May 16, 2001, respectively, and were secured by certain receivables.
ATM repaid the $200,000 Marvel loan, with interest, in February 2001, and repaid
the $75,000 Marvel loan, with interest, in May 2001. On February 9, 2001, ATM
borrowed the additional sum of $200,000 from Joyce LaTerre, the wife of a
consultant to ATM and Intrac, which was secured by the personal guarantees of
Thomas Settineri and Gary Levi, the chairman and chief executive officer and the
president and chief operating officer, respectively, of ATM and Intrac. This
loan was due by its terms on March 26, 2001. Principal payments totaling
$125,000 were made by ATM on the LaTerre loan during the three month period
ended June 30, 2001, leaving an outstanding principal balance of $75,000 at that
date. On August 1, 2001, ATM made an additional principal payment in the amount
of $25,000, reducing the principal balance of this loan to $50,000. ATM
anticipates paying off the remaining principal balance of the LaTerre loan on
September 1, 2001.

         If our $3.6 million convertible loan is extended, as management
anticipates, cash and cash equivalents on hand at June 30, 2001, will be
adequate to fund our current operating needs at current levels through at least
December 31, 2001. In order to continue its operations significantly beyond that
date, the Company will need to raise additional cash from the sale of assets,
equity offerings or other debt financing. However, there can be no assurance
that our $3.6 million loan will be extended. If our $3.6 million loan is not
extended, cash and cash equivalents on hand at June 30, 2001, will only be
adequate to fund our current operating needs at current levels through September
1, 2001, the maturity date of the loan.

         Management continues to believe that raising additional capital will be
difficult and that sources of additional financing are limited. Moreover, if we
are able to obtain additional financing, the interests of our existing
shareholders may be diluted, and we are unable to predict the amount of such
possible dilution. Management is currently attempting to negotiate the sale of
certain assets.

         OTHER

         This report contains certain "forward-looking statements" within the
protection of the statutory safe-harbors of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical facts, which
address activities, events or developments that the Company expects or
anticipates will or may occur in the future, including such statements using the
words "believes," "anticipates," "expects" and similar expressions, are
forward-looking statements. Such statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from those
projected or suggested in such forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligation to publicly
revise these forward-looking statements to reflect events or circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We are exposed to equity price risks on our ownership interest in the
common stock of Entrade Inc., which is a New York Stock Exchange publicly traded
security denominated in U.S. dollars. During the third quarter of fiscal 2001,
the value of our Entrade stock fluctuated from a low of $0.40 per share, on June
6 and June 20-21, 2001, to a high of $1.30 per share, on April 20, 2001. During
the period from July 1, 2001 through August 15, 2001, the value of our Entrade
stock has fluctuated from a low of $0.36 per share, on July 27, August 6 and
August 15, 2001, to a high of $0.65

<Page>

per share, on July 2, 2001. Based upon the market price of Entrade shares at
June 30, 2001, a 20% decrease in equity prices would result in an approximate
$231,660 decrease in the fair value of our holdings of Entrade stock at June 30,
2001. The value of our holdings may continue to fluctuate. We sold 22,600
Entrade shares during the second quarter of fiscal year 2001 and an additional
9,000 shares during the third quarter in an attempt to reduce our market
exposure on our holdings. Although we intended to sell additional shares, we
were unable to do so because of Entrade's failure to timely file an annual
report for its fiscal year ended December 31, 2000 and a quarterly report for
the quarter ended March 31, 2001.

         We are exposed to interest rate risk on our holdings of money market
instruments. Historically, our investment income has not been material to our
financial results, and we do not expect that changes in interest rates will have
a material impact on the results of operations. A 1/2% increase in interest
rates would result in an approximate $5,000 increase in interest income.

         We also have issued fixed-rate debt which is convertible into our
common stock at a pre-determined conversion price. Convertible debt has
characteristics that give rise to both interest rate risk and market risk
because the fair value of the convertible security is affected by both the
current interest rate environment and the underlying price of our common stock.
As of June 30, 2001, $864,500 in principal amount of the debt has been converted
into common stock and $125,000 in principal amount remains outstanding. In
addition, we have a $3.6 million convertible loan due on September 1, 2001,
although management anticipates that the maturity date of this loan will be
extended.

Part II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On March 22, 1999, we issued 6% Cumulative Convertible Debentures in
the aggregate principal amount of $989,500. During fiscal 2000, holders of
$864,500 in principal amount of the debentures converted them into shares of our
common stock. In January 2001, Arab Commerce Bank Ltd. and Lufeng Investments
Ltd., the two remaining holders of our Series A 6% Cumulative Convertible
Debentures, in the aggregate principal amount of $125,000, filed an action
against us in the United States District Court for the Southern District of New
York (Case No. 01 Civ. 0810). In April 2001, these debenture holders voluntarily
dismissed this action and re-filed their complaint in the Supreme Court for the
State of New York (Index No. 01601617). In their complaint, the debenture
holders seek to recover the principal amount of their debentures plus interest
from March 22, 1999 and liquidated damages as per the terms of the debentures as
a result of our alleged failure to file a registration statement and to have
such registration statement declared effective in accordance with the terms of
the debentures. The debenture holders are seeking to recover damages in the
approximate amount of $230,000, representing principal, interest and liquidated
damages. The Company intends to pursue all appropriate means of resolving this
claim or vigorously defend against it, if necessary.

         Also in January 2001, we received an informal claim from Zakeni Limited
("Zakeni"), one of the holders of our 6% Cumulative Convertible Debentures who
elected to convert its debenture into our common stock in March 2000, for
damages resulting from our alleged failure to deliver a certificate for the
shares issuable upon conversion on a timely basis. The Company has not received
any further communication from Zakeni since that time and believes that claims
of Zakeni are without merit. If a claim is asserted by Zakeni, the Company will
vigorously defend against it.

         On April 6, 2001, MicroTech Leasing Corporation commenced an action
against the Company and NAIdirect.com, Inc. in the Superior Court of New Jersey,
Mercer County (Docket No.: L-001090-01), seeking to recover (1) the sum of
approximately $26,000 plus costs and pre-judgment interest, representing the
amount due under an equipment lease agreement with the Company, dated June 25,
1999, and (2) the sum of approximately $86,000 plus costs and pre-judgment
interest, representing the amount due under an equipment lease agreement with
NAIdirect.com, Inc., which was guaranteed by the Company in March 2000.
Alternatively, MicroTech demanded possession of the leased equipment or the
value of the equipment, plus costs, pre-judgment interest and reasonable
attorney's fees. The claims asserted by MicroTech against the Company were
settled and this action was dismissed as against the Company in June 2001. The
Company paid the total sum of $24,000 to MicroTech and was released from its
guarantee of NAIdirect.com's equipment lease in connection with the settlement.

         During the period from February 2000 through February 2001, over
$100,000 in company funds was embezzled from the Company by a former employee.
The Company has asserted claims against PNC Bank and Accountemps, a

<Page>

division of Robert Half International, Inc., arising from the embezzlement. A
criminal prosecution has been commenced against the former employee, however,
suit has not yet been filed against PNC Bank and Accountemps.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

CHANGES IN SECURITIES

SHARES:

         Pursuant to the stock purchase agreement, dated March 4, 1999, between
the Company and D.H. Blair Investment Banking Corp. (the "Stock Purchase
Agreement"), whereby D.H. Blair purchased 2 million shares of our common stock
for an aggregate purchase price of $3 million, or $1.50 per share, the Company
agreed to register the shares purchased by D.H. Blair within seven months
following the closing. However, the Company did not register D.H. Blair's shares
until April 30, 2001. Pursuant to the Stock Purchase Agreement, the Company
agreed that, if the shares purchased by D.H. Blair in March 1999 were not
registered within seven months following the closing, the Company would issue
additional shares of common stock to D.H. Blair pursuant to the mathematical
formula set forth in the Stock Purchase Agreement. On July 23, 2001, we issued
an additional 10,324,333 shares of our common stock to D.H. Blair, pursuant to
the terms of the Stock Purchase Agreement, as a result of the Company's failure
to register the shares purchased by D.H. Blair in May 1999 until April 30, 2001.

OPTIONS:

         The Company has, from time to time, granted options to purchase our
common stock to employees and directors. During the nine month period ended June
30, 2001, we did not grant any options and no options were exercised as of June
30, 2001.

WARRANTS:

         The Company has, from time to time, issued warrants to purchase our
common stock. During the nine month period ended June 30, 2001, the Company did
not issue any warrants and no warrants were exercised as of June 30, 2001.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         The Company did not pay, at maturity, the amounts due under the Series
A 6% Cumulative Convertible Debentures, dated March 22, 1999, in the aggregate
principal amount of $125,000, held by Arab Commerce Bank Ltd. and Lufeng
Investments Ltd., the only two holders of our Series A 6% Cumulative Convertible
Debentures who did not accept the Company's offer to convert their convertible
debentures to our common stock. The debentures matured on March 23, 2000. The
total arrearage of principal and interest for these debentures was approximately
$141,875.00 as of June 30, 2001. See "Legal Proceedings."

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER EVENTS

CHANGE OF AUDITORS

         On June 5, 2001 and July 6, 2001, respectively, the Company's board of
directors accepted the resignation of Ernst & Young, LLP as the Company's
independent auditors and appointed Richard A. Eisner & Company, LLP, New York,
NY as the Company's successor independent auditors.

CHANGE OF PRINCIPAL PLACE OF BUSINESS

         On August 15, 2001, the Company changed its principal place of business
to 500 N. Gulph Road, Suite 200, King of Prussia, Pennsylvania 19406.

<Page>

APPOINTMENT OF INTERIM CHIEF EXECUTIVE OFFICER AND AUDIT COMMITTEE

         On August 15, 2001, we appointed G. David Rosenblum, the Company's
interim president, who is presently the Company's only employee, as the
Company's interim chief executive officer and a member of the board of
directors' audit committee. Mr. Rosenblum is currently the Company's sole
director and the only member of the audit committee.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

         None

REPORTS ON FORM 8-K

         On June 12, 2001 and July 13, 2001, respectively, we filed Reports on
Form 8-K regarding the board of directors' acceptance of the resignation of
Ernst & Young, LLP as the Company's independent auditors and the appointment of
Richard A. Eisner & Company, LLP as the Company's successor independent
auditors.

         On July 30, 2001, we filed a Report on Form 8-K regarding the Company's
issuance of an additional 10,324,333 shares of our common stock to D.H. Blair
Investment Banking Corp. as a result of our failure to register the two million
shares of common purchased by D.H. Blair in May 1999 until April 30, 2001.

SIGNATURES

         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.


Date:  August 20, 2001            WORLDWIDE WEB NETWORX CORPORATION
                                              (Registrant)

                                  By:     /s/ G. David Rosenblum
                                          --------------------------------------
                                           G. David Rosenblum
                                           Interim President/CEO