<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 December 31, 2000
                         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.)

         521 FELLOWSHIP ROAD, SUITE 130                    08054
            MOUNT LAUREL, NEW JERSEY                     (zip code)
    (Address of principal executive offices)

                                 (856) 914-3100
              (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 February 12, 2000:
                                38,915,596 shares

================================================================================

<PAGE>

                        WORLDWIDE WEB NETWORX CORPORATION
                           QUARTERLY REPORT FORM 10-Q


                                      INDEX

                         Part I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

<S>                                                                                                                          <C>
Item 1 - Financial Statements:

Consolidated Balance Sheets...............................................................................................    3
  September 30, 2000 and December 31, 2000 (unaudited)

Consolidated Statements of Operations.....................................................................................    4
   Three Months Ended December 31, 2000 and 1999 (unaudited)

Consolidated Statements of Comprehensive Income...........................................................................    5
   Three Months Ended December 31, 2000 and 1999 (unaudited)

Consolidated Statements of Cash Flows.....................................................................................    6
   Three Months Ended December 31, 2000 and 1999 (unaudited)

Notes to Consolidated Financial Statements (unaudited)....................................................................    7

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operation.............................   13
Item 3 - Quantitative and Qualitative Disclosures About Market Risk.......................................................   17

                           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..................................................................................   19

Item 4 - Submission of Matters to a Vote of Security Holders..............................................................   19

Item 5 - Other Events.....................................................................................................   19

Item 6 - Exhibits and Reports on Form 8-K.................................................................................   20

Signatures................................................................................................................   22

Exhibit Index.............................................................................................................   23
</TABLE>

<PAGE>

                        WORLDWIDE WEB NETWORX CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>

                                                                           --------------------------------------
                                                                              DECEMBER 31         SEPTEMBER 30
                                                                           --------------------------------------
                                                                                 2000                 2000
                                                                           --------------------------------------
                                                                              (UNAUDITED)
<S>                                                                                 <C>                   <C>
ASSETS
Current assets:
  Cash and cash equivalents...............................................          $ 1,432               $ 2,271
  Investments.............................................................            1,280                 6,005
  Accounts receivable, net of allowance for doubtful accounts ............              690                 1,587
  Inventory                                                                             644                   644
  Prepaid expenses........................................................              540                   700
                                                                           ----------------------------------------

Total current assets......................................................            4,586                11,207
Property and equipment, net...............................................              308                   319
Investments in and advances to Affiliated Companies.......................            3,319                 3,319
Deferred financing costs, net.............................................              167                   183
Other assets..............................................................              673                   679
                                                                           ----------------------------------------
Total assets..............................................................            9,053               $15,707
                                                                           ========================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accrued expenses........................................................             $629                  $629
  Accounts payable........................................................            3,255                 3,505
  Deferred revenue........................................................            2,911                 3,117
  Current portion of capital lease obligation.............................               32                    39
  Convertible debentures .................................................              125                   125
  Notes payable......................................................                   200                     -
  Convertible loan...................................................                 3,600                 3,600
                                                                           ----------------------------------------

Total current liabilities.................................................           10,752                11,015


Stockholders' equity:
  Common stock............................................................               39                    42
  Additional paid-in capital..............................................           40,340                42,938
  Retained earnings (deficit).............................................          (37,353)              (35,688)
  Unearned stock compensation.............................................                -                (2,600)
  Accumulated other comprehensive income..................................           (4,725)                   --
                                                                           ----------------------------------------
Total stockholders' equity................................................            (1,699)                 4,692
                                                                           ----------------------------------------
Total liabilities and stockholders' equity................................            $9,053               $15,707
                                                                           ----------------------------------------
</TABLE>


                             See accompanying notes.

<PAGE>

                        WORLDWIDE WEB NETWORX CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          (IN THOUSANDS, EXCEPT SHARES)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                               -------------------------------------
                                                                       THREE MONTHS ENDED
                                                                          DECEMBER 31,
                                                               -------------------------------------
                                                                     2000              1999
                                                               -------------------------------------
<S>                                                                  <C>                  <C>
Revenues......................................................       $1,229               $1,041
Operating expenses:
Cost of revenues..............................................        1,386                  931
                                                               -------------------------------------
  Gross profit................................................         (157)                 110
  Selling, general and administrative.........................        1,446                2,673
  Depreciation and amortization...............................           30                  374
                                                               -------------------------------------
Loss from operations..........................................       (1,633)              (2,937)

Other income (expenses):
  Interest expense............................................          (109)                (21)
  Interest income.............................................           77                   83
  Equity loss ................................................            -                 (258)
                                                               -------------------------------------
  Total other income (expenses)...............................          (32)                (196)
                                                               -------------------------------------

Loss before income taxes......................................       (1,665)              (3,133)
Income tax benefit............................................            -                 (517)
                                                               -------------------------------------

Net loss......................................................      $(1,665)             $(2,616)
                                                               =====================================
Basic and diluted net loss per share                                $ (0.04)              $(0.07)
                                                               =====================================
Basic and diluted weighted average shares outstanding            38,915,596           35,634,369
                                                               =====================================
</TABLE>


                             See accompanying notes.

<PAGE>

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

<TABLE>
<CAPTION>

                                                                       ----------------------------
                                                                           THREE MONTHS ENDED
                                                                              DECEMBER 31,
                                                                       ----------------------------
                                                                          2000             1999
                                                                       ------------     -----------
<S>                                                                    <C>              <C>
Net loss.............................................................      (1,665)          (2,616)
Other comprehensive income (loss):
    Unrealized holding gains (losses) in available-for-sale
          Securities.................................................      (4,725)          44,100
                                                                       ------------     -----------
    Tax related to other comprehensive income........................                      (17,585)
                                                                       ------------     -----------
Net unrealized appreciation (depreciation) in available-for-
          Sale securities............................................      (4,725)          26,515
                                                                       ------------     -----------
Comprehensive loss...................................................      (6,390)          23,899
                                                                       ============     ===========
</TABLE>


                             See accompanying notes.

<PAGE>

                        WORLDWIDE WEB NETWORX CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                    THREE MONTHS ENDED
                                                                                       DECEMBER 31,
                                                                                ----------------------------
                                                                                   2000           1999
                                                                                -----------   --------------
<S>                                                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss...................................................................       (1,665)       (2,616)
Adjustments to reconcile net loss to net cash used in operating activities:
  Loss on sale of short-term investments...................................
  Stock compensation.......................................................             -           308
  Depreciation.............................................................            14            20
  Amortization.............................................................             -           354
  Deferred income taxes....................................................             -          (517)
  Amortization of debt issuance costs......................................            16            70
  Equity loss..............................................................             -           188
  Changes in operating assets and liabilities net of acquisitions:
     Accounts receivable...................................................           897            (5)
     Accounts payable......................................................          (250)         (213)
     Accrued expenses......................................................             -           (10)
     Prepaid expenses......................................................           159           (12)
     Deferred revenue......................................................          (206)          451
                                                                                -----------  -----------
Net cash used in operating activities......................................        (1,035)       (1,982)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment.........................................            (3)          (49)
Increase in other assets...................................................             6          (142)
                                                                                -----------  -----------
Net cash used in investing activities......................................             3          (191)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan.........................................................            200            -
Payment of capital lease obligation........................................             (7)          (8)
                                                                                -----------  -----------
Net cash provided by (used in) financing activities........................            193           (8)
                                                                                -----------  -----------
Net increase (decrease) in cash and cash equivalents.......................           (839)      (2,181)
Cash and cash equivalents at beginning of period...........................          2,271        7,234
                                                                                -----------  -----------
Cash and cash equivalents at end of period.................................          1,432        5,053
                                                                                ===========  ===========

</TABLE>

                             See accompanying notes.

<PAGE>

                        WORLDWIDE WEB NETWORX CORPORATION
                   NOTES TO 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 December 31, 2000,
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 presently have any value.

         On February 12, 2001, we signed a letter of intent with International
Commerce Exchange Systems, Inc. ("ICES") and eMarketplaces, Inc., which
contemplates our purchase of a 100% equity interest in eMarketplaces
International, Ltd., in exchange for shares of our common stock representing
80% of our total issued and outstanding voting securities See "Letter of Intent
Concerning the Acquisition of eMarketplaces International, Inc."

2. SIGNIFICANT ACCOUNTING POLICIES

INTERIM FINANCIAL STATEMENTS

         The accompanying unaudited interim financial statements as of December
31, 2000 and for the three month periods ending December 31, 2000 and 1999 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 December 31, 2000 and its
operations and cash flows for the three month periods ending December 31, 2000
and 1999 have been included. Operating results for the three month period ended
December 31, 2000 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.

<PAGE>

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

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.

EQUITY METHOD

         Affiliated Companies whose results are not consolidated, but over whom
the Company exercises significant influence, are accounted for under the equity
method of accounting. Whether or not the Company exercises significant influence
with respect to an Affiliated Company depends on an evaluation of several
factors including, among others, representation on the Affiliated Company's
Board of Directors and ownership level, which is generally a 20% to 50% interest
in the voting securities of the Affiliated Company, including voting rights
associated with the Company's holdings in common, preferred and other
convertible instruments in the Affiliated Company. Under the equity method of
accounting, an Affiliated Company's results of operations are not included in
detail within the Company's statement of operations; however, the Company's
share of the earnings or losses of the Affiliated Company is reflected in the
caption "Equity income (loss)" in the statement of operations.

COST METHOD

         Affiliated Companies not accounted for under the consolidation or the
equity method of accounting are accounted for under the cost method of
accounting. Under this method, the Company's share of the earnings or losses of
such companies is not included in the consolidated statement of operations.
However, cost-method impairment charges are recognized in the consolidated
statement of operations and deducted from the carrying value in the consolidated
balance sheet, while the new cost basis is not increased if circumstances
suggest that the value of the Affiliated Company has subsequently recovered.

         The Company continually evaluates the carrying value of its ownership
interests in and advances to each of its Affiliated Companies for possible
impairment based on achievement of business plan objectives and milestones, the
value of each ownership interest in the Affiliated Company relative to carrying
value, the financial condition and prospects of the Affiliated Company, and
other relevant factors. The business plan objectives and milestones the Company
considers include, among others, those related to financial performance such as
achievement of planned financial results or completion of capital raising
activities, and those that are not primarily financial in nature such as the
launching of a web site or the hiring of key employees. The fair value of the
Company's ownership interests in and advances to privately held Affiliated
Companies is generally determined based on the value at which independent third
parties have or have committed to invest in its Affiliated Companies.

<PAGE>

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

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 $11,708,000 at September
30, 2000. No trade credits were issued or redeemed in transactions recorded in
the quarter under report, and trade units totalling $137,000 expired during
the three month period ended December 31, 2000. Vendors must redeem the
trade credits within specified periods ranging from 2 to 5 years. Trade
credits redeemable for the next three years are as follows: $1,337,000 in
2001, $1,545,000 in 2002 and $4,514,000 in 2003. $4,175,000 trade credits
have no specified termination date.

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 LOSS PER SHARE

         Basic net loss per share is calculated by dividing net loss by the
weighted average number of common shares outstanding for the period. Diluted
net 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 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.

         Due to their anti-dilutive effect, dilutive securities were excluded
from the computation of diluted net loss per share for the three periods ended
December 31, 2000 and 1999.

DERIVATIVE INSTRUMENTS

Financial Accounting Standards ("FAS") Board Statement No. 133, "Accounting
For Derivative Instruments and Hedging Activities," requires companies to
recognize all of its derivative instruments as either assets or liabilities
in the statement of financial position at fair value.  The accounting for
changes in the fair value of a derivative instrument depends on whether it
has been designated and qualifies as part of a hedging relationship and on
the type of hedging relationship.  Management has determined that the
adoption of FAS 133 does not have a significant impact on the company.

<PAGE>

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

3. SHORT-TERM INVESTMENTS

         Short-term investments at December 31, 2000 and September 30, 1999
consisted of 1,575,000 shares of common stock of Entrade Inc., received as
consideration for the sale of a subsidiary. These shares had restrictions on
their sale until September 23, 2000. 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. In August 2000, the Company sold 50,000
shares. In September 2000, the shares were pledged by the Company as collateral
for the $3.6 million loan from Blair Ventures-Fund I, Inc. ("Fund"), however,
Fund released the shares from its pledge, until written notice to the contrary,
in order to permit the Company to sell the shares subject to the limitations of
Rule 144 under the Securities Act. See "Release of Collateral." The quoted
market value of the 1,575,000 Entrade Inc. (a NYSE company) shares held by the
Company was $1,280,000 at December 31, 2000, a decrease of $4,725,000 from the
amount recorded at September 30, 2000. Entrade Inc. is a public company subject
to the reporting requirements of the U.S. Securities and Exchange Commission.

         The following summarizes the audited balance sheet and statement of
operations information reported by Entrade at December 31, 1999, and for the
year then ended and the unaudited balance sheet and statement of operations at
September 30, 2000 and the nine months then ended, respectively. (amounts in
thousands, except per share data)

<TABLE>
<CAPTION>

BALANCE SHEET                                           SEPTEMBER 30,       DECEMBER 31,
                                                             2000               1999
                                                       -----------------  -----------------
<S>                                                            <C>               <C>
Current assets........................................         $8,686            $15,326
Non-current assets....................................         78,346             65,432
Current liabilities...................................         26,215             20,217
Non-current liabilities...............................          7,786             12,721
</TABLE>

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS                          NINE MONTHS ENDED             YEAR ENDED
                                                 SEPTEMBER 30, 2000         DECEMBER 31, 1999
                                                ---------------------      -------------------
<S>                                                       <C>                      <C>
Net revenues.................................             $11,969                  $4,542
Cost of revenues, exclusive of depreciation
  and amortization...........................               4,943                   1,759
Net loss.....................................             (30,594)                (19,304)
Net Loss applicable to common shares per
  Share:
  Basic and diluted..........................             $ (2.47)                $ (3.65)
</TABLE>

<PAGE>

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

4. OWNERSHIP INTERESTS IN AFFILIATED COMPANIES

         The following summarizes the Company's ownership interests in and
advances to Affiliated Companies accounted for under the equity method and cost
method of accounting. The ownership interests are classified according to
applicable accounting methods at December 31, 2000. Cost basis represents the
Company's original acquisition cost and advances less any impairment charges
recorded by the Company (in thousands).

<TABLE>
<CAPTION>

                                                                                                    TOTAL CARRYING VALUE
                                                                 VALUATION         COST        DECEMBER 31,     SEPTEMBER 30,
                                  INVESTMENT      ADVANCES       ALLOWANCE        BASIS            2000             2000
                                  ----------      --------       ---------        -----            ----             ----
                                                                                              (UNAUDITED)
<S>                                    <C>            <C>         <C>                <C>              <C>               <C>
Equity method:
  WWWX-Jencom, LLC...........          $   --         $  900      $   (175)          $  725           $  ---            $  ---
  InterCommerce China, LLC              2,250              -        (2,250)               -                -                 -
                                        2,250            900        (2,425)             725                -                 -
Cost Method:
  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>

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 has 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.

<PAGE>

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


6. STOCKHOLDERS' EQUITY

COMMON STOCK OPTIONS

         The Company has both an 1999 Equity Compensation Plan and a 2000
Incentive Stock Plan whereby the Company may grant either incentive or
nonqualified stock options to purchase shares of the Company's common stock or
restricted shares of the Company's common stock. The Company has reserved
3,860,000 shares of its common stock to be issued under the 1999 Plan and
12,912,400 shares under the 2000 Plan.

         The incentive stock options may be granted at not less than the fair
market value of the shares at the date of grant, and the nonqualified stock
options are to be granted at no less than eighty-five percent of the fair market
value of the shares at the date of grant. The fair market value of the Company's
common stock is determined by the Board of Directors based on the trading price
of the Company's stock at the date of grant. Under APB No. 25, if the exercise
price of the Company's employee stock options equals or exceeds the fair value
of the underlying stock on the date of grant, no compensation expense is
recognized.

The following table summarizes information about stock options outstanding at
December 31, 2000:

<TABLE>
<CAPTION>

                                                                                                      WEIGHTED
                                                                                                       AVERAGE
                                                                                 WEIGHTED             REMAINING
                                          PER SHARE           NUMBER OF           AVERAGE         CONTRACTUAL LIFE
                                            PRICES             SHARES         PER SHARE PRICE          (YEARS)
                                      -------------------  ----------------  ------------------  --------------------
<S>                                     <C>                     <C>                 <C>           <C>
   December 31, 2000 (Unaudited)        $0.40 - $5.15           10,715,000          $0.62                9.3
                                      ===================  ================  ==================  ====================
</TABLE>

         Options to purchase 4,965,000 shares of common stock were exercisable
at December 31, 2000. No options were granted or exercised during the
three month period ended December 31, 2000.

<PAGE>

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


7. 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 the 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
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 REGISTRATION STATEMENT ON FORM 10,
REGISTRATION NO. 000-29479.

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, 2000. As stated in that report, the impact of those changes were
expected to be material beginning in fiscal year 2001. The "burn rate" of cash
has been reduced to $120,000 per month for the Company and $150,000 a month, in
the aggregate, for our wholly-owned subsidiary, The Intrac Group, Ltd., and our
majority-owned subsidiary, ATM Service Ltd., down from $280,000 and $250,000,
in the aggregate, respectively. Our intention is to maintain these rates of
monthly expenditures while seeking new funding for new investment
opportunities and continued operations. If 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.

EFFECT OF VARIOUS ACCOUNTING METHODS ON OUR RESULTS OF OPERATIONS

         The various interests that we acquire in the companies in which we own
interests are accounted for under one of three methods: consolidation, equity
method and cost method. The applicable accounting method is generally determined
based on our voting interest in a company in which we own an interest unless
significant minority rights are present.

         CONSOLIDATION. Companies in which we directly or indirectly own more
than 50% of the outstanding voting securities and exercise control are generally
accounted for under the consolidation method of accounting. Under this method, a
company's results of operations are reflected within our Consolidated Statements
of Operations. Participation of other company stockholders in the earnings or
losses of a consolidated company is reflected in the caption "Minority interest"
in our Consolidated Statements of Operations. Minority interest adjusts our
consolidated results of operations to reflect only our share of the earnings or
losses of the consolidated company. ATM Service, Ltd., and The Intrac Group,
Ltd. were our only consolidated companies in the quarter ended December 31,
2000. ATM Service, Ltd. was recorded using the equity method from December 1998
through July 23, 1999, when we acquired a controlling interest. From that date
through December 31, 2000, we have consolidated ATM Service, Ltd. and included
the detail of its results of operations in our consolidated results of
operations. Additionally, the results of operations of Real Quest, Inc. was

<PAGE>

included in the consolidated statement of operations through September 27, 2000
when our investment was restructured and we began accounting for this investment
under the cost method of accounting.

         EQUITY METHOD. Companies whose results we do not consolidate, but over
whom we exercise significant influence, are accounted for under the equity
method of accounting. Whether or not we exercise significant influence with
respect to a company depends on an evaluation of several factors including,
among others, representation on the company's board of directors and ownership
level, which is generally a 20% to 50% interest in the voting securities of the
company, including voting rights associated with our holdings in common,
preferred and other convertible instruments in the company. Under the equity
method of accounting, the detail of a company's results of operations are not
reflected within our Consolidated Statements of Operations; however, our share
of the earnings or losses of the company is reflected in the caption "Equity
income (loss)" in the Consolidated Statements of Operations. During the quarter
ended December 31, 2000, we accounted for two companies under the equity method
of accounting, WWWX-Jencom, LLC, and InterCommerce China, In fiscal year 2000
our share of WWWX-Jencom LLC's operating losses reduced our investment to zero.

         The net effect of a company's results of operations on our net results
of operations is generally the same under either the consolidation method of
accounting or the equity method of accounting, as under both of these methods
only our share of the earnings or losses of a company is reflected in our net
results of operations in the Consolidated Statements of Operations.

         COST METHOD. Companies not accounted for under the consolidation or the
equity method of accounting are accounted for under the cost method of
accounting at cost. Under this method, our share of the earnings or losses of
these companies is not included in our Consolidated Statements of Operations. As
of December 31, 2000, we accounted for seven companies under the cost method of
accounting.

EFFECT OF VARIOUS ACCOUNTING METHODS ON THE PRESENTATION OF OUR FINANCIAL
STATEMENTS

         The presentation of our financial statements may differ from period to
period primarily due to whether or not we apply the consolidation method of
accounting, the equity method of accounting or the cost method of accounting.

RESULTS OF OPERATIONS-THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO DECEMBER
31, 1999

REVENUES

         Revenues were $1.2 million for the three months ended December 31,
2000, compared to revenues of $1 million for the three months ended December 31,
1999. For the three month period ended December 31, 2000, 39% of our revenue was
provided by liquidation and cost recovery services and 61% of our revenue was
from the purchase and resale of media. For the three months ended December 31,
1999, 46% of our revenue was from liquidation and recovery services, 41% of our
revenue was from the purchase and resale of media services, 7% of our revenue
was from asset management and 6% of our revenue was from consulting services.
For the three months ended December 31, 2000, three customers for whom the
Company provided services each accounted for more than 10% or more of the
Company's total revenue and whom accounted, in the aggregate, for 97% of the
total revenue.

<PAGE>

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

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 $1.4 million and
$931 thousand for the three months ended December 31, 2000 and 1999,
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. The cost of revenue for the three months ended December 31,
1999 had a greater proportion of salaries and fees paid to programmers and
consultants than the quarter ended December 31, 2000, which had no consulting
revenues.

         The cost of revenues exceeds revenues in the quarter ended December 31,
2000. This is due to two intertwined factors. First, a large media buy was
purchased from Intrac primarily with excess inventory. The media was utilized in
October 2000, requiring Intrac to outlay cash to purchase the media before the
excess inventory could be converted into cash. Although some of the inventory
was sold in December 2000, the bulk of the sales occurred after the quarter
under report ended. Thus, the revenues from sales of the excess inventory were
not recorded in the quarter ended December 31, 2000 and were unavailable to
offset the cost of purchasing the media.

         The second factor is the unusual timing of the transaction. This type
of transaction, which allows media buys for other than cash, is basic to our
business. But, generally, these transactions don't overlap quarters, as this one
has. In addition, this transaction occurred in what is, traditionally, our
slowest quarter for sales of excess inventory. Thus, revenues generated from
other business were insufficient in the quarter to make-up the timing shortfall.

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 $1.4 million and $2.7 million
for the three months ended December 31, 2000 and 1999, 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 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.

DEPRECIATION AND AMORTIZATION

         Amortization expense consists of amortization of goodwill. Depreciation
expense consists of depreciation of furniture, fixtures, machinery and computer
equipment. Depreciation and amortization expense was $30,000 and $374,000 for
the three months ended December 31, 2000 and 1999, respectively. The
depreciation and amortization in the three months ended December 31, 2000 was
due to amortization of deferred financing costs and depreciation of fixed
assets. The depreciation and amortization in the three months ended December
31, 1999 was primarily due to 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 December 31, 2000.

LOSS FROM OPERATIONS

         During the three months ended December 31, 2000, we incurred a loss
from operations of $1.6 million compared with a loss of $2.9 million for the
three months ended December 31, 1999. The reduced loss is primarily the result
of the reductions in general and administrative expenses mentioned previously.
These reductions were necessary to properly

<PAGE>

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

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 three months ended December 31, 2000, we had net losses of $1.7
million compared to net losses of $2.6 million for the three months ended
December 31, 1999.

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 our
Entrade Inc. subsidiary. 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 since inception.

         Cash used in operations was $1.0 million in the three months ended
December 31, 2000, down from $2.0 million in the three months ended December
31, 1999, as a result of our efforts to reduce operating and general and
administrative expenses until revenues can be built up and additional
funding obtained.

         No revenue from asset management, liquidation and recovery services and
media buying services was deferred for the quarter ended December 31, 2000.
Deferred revenue recognized in the three months ended December 31, 2000 was
$206,000. November and December have traditionally been slow months for sales of
cost recovery and asset management services. However, excess inventories of
unsold goods usually build during those months. This build-up in excess
inventory and the changing focus to new selling seasons provide opportunities
for increased sales by ATM and Intrac after the beginning of the new year. The
significant decrease in account receivables is a result of this seasonal
slow-down in sales with the payment of existing receivables outpacing the
creation of new ones. If tradition holds true, sales should pick up dramatically
in February and March 2001. There has been some indication of this uptick in
sales, but there can be no assurance that it will continue for the entire
quarter.

         Cash used in investing activities during the three months ended
December 31, 2000, was $3,000, compared to $191,000 in the three months
ended December 31, 1999.

         Our operations are not capital intensive and we have not incurred
significant capital expenditures through December 31, 2000 and do not anticipate
significant capital expenditures during the remainder of fiscal 2001. There were
no material capital asset purchase commitments at December 31, 2000.

         In fiscal 2000, holders of $864,500 in principal amount of our 6%
Cumulative Convertible Debentures elected to convert into common stock. The
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.

         We are presently in default under our lease for 521 Fellowship Road,
Mt. Laurel, New Jersey, by virtue of our failure to pay rent for the months
of December 2000 through February 2001. We are attempting to sublet the space
for the 43-month balance of the lease term.

         We believe that cash and cash equivalents on hand at December 31, 2000,
will be adequate to fund our current operating needs at current levels through
approximately May 2001. In order to continue its operations, the Company will
need to raise additional cash either from future equity offerings or other debt
financing. On August 22, 2000, Blair Ventures-Fund I, Inc. ("Ventures") made a
loan to us in the principal amount of $3.6 million, which is due on September 1,
2001. We anticipate that 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, respectively, ATM
Service, Inc. borrowed $200,000 and $75,000 from Marvel Worldwide, Ltd.,
which is due on February 23, 2001 and May 16, 2001, respectively. These loans
are secured by certain of ATM's receivables. On February 9, 2001, ATM
borrowed the additional sum of $200,000 from Joyce LaTerre, which is due on
March 26, 2001. This loan is secured by the personal guaranties of Thomas
Settineri and Gary Levi.

         We continue to believe that raising additional capital will be
difficult and that sources of additional financing are limited. 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.

         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

<PAGE>

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 first quarter of fiscal 2001,
the value of our Entrade stock has fluctuated from a low of $787,500 on December
26, 2000 to a high of $5.3 million on October 2, 2000. During the period from
January 1, 2001 through February 15, 2001, the value of our Entrade stock has
fluctuated from a low of $1,575,000 on January 8-10, 2001 to a high of
$2,992,500 on January 30 and February 6, 2001. A 20% decrease in equity prices
would result in an approximate $1.2 million decrease in the fair value of our
holdings of Entrade stock at December 31, 2000. The value of our holdings may
continue to fluctuate. We intend to sell some of our Entrade shares during the
current quarter. However, to date, we have not attempted to reduce or eliminate
our market exposure on our holdings.

         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 $25,000 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 December 31, 2000, $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.

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 the 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 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.

         Also in January 2001, we received an informal claim from Zakeni
Limited, one of the former holders of our 6% Cumulative Convertible Debentures
who elected to convert its debenture to our common stock in March 2000, for
damages resulting from our failure to deliver a certificate for the shares
issuable upon conversion on a timely basis. The Company believes that the claim
of Zakeni Limited is without merit and, if necessary, will defend vigorously
against it.

         There are no other legal actions pending which we are required to
disclose in this Form 10-Q.

<PAGE>

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

CHANGES IN SECURITIES

OPTIONS:

         The Company has, from time to time, granted options to purchase our
common stock to employees and directors. During the three months ended
December 31, 2000, the Company did not grant any options to purchase shares
of common stock under our 2000 Equity Stock Plan:

<PAGE>

         No options were exercised as of December 31, 2000.

WARRANTS:

         No warrants were exercised as of December 31, 2000.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         We failed to pay 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 our offer to convert their convertible debentures to our common
stock. These debentures matured on March 23, 2000, and the total arrearage for
such debentures is approximately $140,000.00. See "Legal Proceedings."

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

         None.

ITEM 5.  OTHER EVENTS

RESIGNATIONS OF OFFICERS AND DIRECTORS AND APPOINTMENT OF DIRECTOR

         Thomas Settineri and Ronald Tobia resigned as members of our Board
of Directors (the "Board") and Gary Levi resigned as Secretary and Treasurer
effective December 27, 2000 and December 29, 2000, respectively. On February
6, 2001, G. David Rosenblum was appointed as a member of the Board, to serve
until the next annual stockholders meeting, to fill one of the vacancies.

LETTER OF INTENT CONCERNING THE ACQUISITION OF EMARKETPLACES INTERNATIONAL, INC.

         On February 12, 2001, we signed a letter of intent (the "Letter of
Intent") with International Commerce Exchange Systems, Inc. ("ICES") and
eMarketplaces, Inc. ("EMI"), Delaware corporations with their principal places
of business located at 18 W. 18th Street, New York, New York. ICES and EMI are
affiliates of (i) JenCom Digital Technologies, LLC, the holder of 2,403,302
shares of our common stock, (ii) Henry Kauftheil, the holder of 265,550 shares
of our common stock and the chairman of both ICES and EMI, and (iii) The
TechDepartment.com, Inc., the holder of 426,075 shares of our common stock.

         The Letter of Intent contemplates our purchase of a 100% equity
interest in eMarketplaces International, Ltd. ("eMarketplaces"), a Delaware
corporation owned by ICES and EMI, with its principal place of business located
at 18 W. 18th Street, New York, New York, in exchange for shares of our common
stock representing 80% of our total issued and outstanding voting securities
(the "Transaction"). Accordingly, if the Transaction is consummated, the
interests of our existing shareholders will be significantly diluted and ICES
and EMI, the shareholders of eMarketplaces, will acquire a controlling interest
in the Company.

         In connection with the Letter of Intent, we are lending the sum of
$500,000 to eMarketplaces for a period of 45 days, without interest (the
"Loan"). The Loan will be guaranteed by D.H. Blair Investment Banking Corp.
("Blair"), an affiliate of our company, ICES and EMI. If the Transaction is
consummated, the Loan will be forgiven. We will rely primarily upon Blair's
guarantee for the repayment of the Loan in the event that the Transaction is not
consummated. If the Loan is not repaid, we will not be able to continue our
operations beyond approximately early April, 2001.

<PAGE>

         The Letter of Intent also contemplates a change in control of the
Company. If the Transaction is consummated in accordance with the Letter of
Intent, our Board of Directors will consist of seven members, four of whom will
be designated by ICES and EMI.

         The consummation of the Transaction is conditioned upon (i) the
satisfactory completion of each party's financial and legal due diligence
examination of the other, (ii) the approval of each party's board of directors,
(iii) the execution of a definitive stock purchase agreement, (iv) the parties'
receipt of a fairness opinion with respect to the Transaction which is
reasonably acceptable to all parties, (v) the re-structuring of certain of
eMarketplaces' inter-company debt and payables upon terms acceptable to us, (vi)
eMarketplaces' receipt of a capital contribution from ICES in the amount of $1.5
million, (vii) eMarketplaces' balance sheet including $1 million in other cash
or acquired assets at the closing, and (viii) the absence of any material
adverse change in eMarketplaces' financial condition since December 31, 2000.

         The Letter of Intent will terminate and expire if: (i) any party
determines, as a result of its due diligence, not to proceed with the
Transaction, (ii) we receive a bona fide written offer from a third party,
within fourteen (14) days following the issuance of the press release describing
the Transaction, for a controlling interest in the Company and our Board of
Directors determines, in the exercise of its reasonable business judgment and
fiduciary duties to our stockholders, that such offer will maximize the return
to our stockholders to a greater extent than the Transaction, or (ii) the
Transaction has not closed on or before March 26, 2001, for any reason
whatsoever, and the parties do not mutually agree to extend the time to close.
If the Letter of Intent terminates because of our receipt of an offer that our
Board of Directors determines will maximize the return to our stockholders to a
greater extent than the Transaction, we have agreed to reimburse ICES and EMI
for their actual out-of-pocket fees and expenses incurred in connection with the
Transaction, not to exceed $50,000.

         Our Board of Directors will determine whether the Transaction will
maximize the return to, and is in the best interests of, our stockholders by
utilizing a market check. We will accept offers from third parties for a
controlling interest in the Company until March 6, 2001. In the event our Board
of Directors determines that it has not received an offer on terms more
favorable than the terms of the Transaction, it is anticipated that the
Transaction will close on or about March 26, 2001, or as soon as practicable
thereafter, provided that all other pre-conditions to closing have been
satisfied.

         We will incur certain expenses in connection with the Transaction, even
if the Transaction is not consummated, including the cost of obtaining a
fairness opinion with respect to the Transaction and legal and accounting fees.
In addition, if the Transaction is not consummated and the Loan is not repaid
within 45 days, as agreed, by either eMarketplaces or Blair, our ability to
continue our operations will be in jeopardy.

RELEASE OF COLLATERAL

         On February 5, 2001, Blair Ventures-Fund I, Inc. ("Fund") released its
pledge with respect to our 1,575,000 shares of common stock in Entrade Inc., in
order to permit us to sell those shares subject to the limitations of Rule 144
under the Securities Act. We pledged these shares to Fund, on September 27,
2000, as collateral for our $3.6 million convertible loan.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

EXHIBIT NO.                 DESCRIPTION
-----------                 ----------------------------------------------------

     10.77                 Promissory Note, dated January 16, 2001, payable
                           by ATM Service, Ltd. to Marvel Worldwide, Ltd., in
                           the principal amount of $75,000.

     10.78                 Security Agreement, dated January 16, 2001,
                           between ATM Service, Ltd. and Marvel Worldwide, Ltd.

     10.79                 Letter, dated February 5, 2001, from D.H. Blair
                           Investment Banking Corp. to Laidlaw Global
                           Securities, concerning the release of the pledge of
                           the shares of Entrade Inc. held by WorldWide Web
                           NetworX Corporation.

     10.80                 Promissory Note, dated February 9, 2001, payable
                           by ATM Service, Ltd. to Joyce LaTerre, in the
                           principal amount of $200,000.

     10.81                 Letter of Intent, dated February 12, 2001, by and
                           among WorldWide Web NetworX Corporation,
                           International Commerce Exchange

<PAGE>

                           Systems, Inc. and eMarketplaces, Inc.

     10.82                 Amendment to Letter of Intent, dated February 12,
                           2001, by and among WorldWide Web NetworX Corporation,
                           International Commerce Exchange Systems, Inc. and
                           eMarketplaces, Inc.

     99.1                  Press Release, dated February 20, 2001.

REPORTS ON FORM 8-K

         None

<PAGE>

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:  February 20, 2001                WORLDWIDE WEB NETWORX CORPORATION
                                                    (Registrant)

                                        By:     /s/ Carol C. Knauff
                                                --------------------------------
                                                 Carol C. Knauff
                                                 Chairman, President and Chief
                                                 Executive Officer

                                        By:     /s/ R. Bruce Richardson
                                                --------------------------------
                                                 R. Bruce Richardson
                                                 Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NUMBER                DESCRIPTION
--------------                -----------

     10.77        Promissory Note, dated January 16, 2001, payable by ATM
                  Service, Ltd. to Marvel Worldwide, Ltd., in the principal
                  amount of $75,000.

     10.78        Security Agreement, dated January 16, 2001, between ATM
                  Service, Ltd. and Marvel Worldwide, Ltd.

     10.79        Letter, dated February 5, 2001, from D.H. Blair Investment
                  Banking Corp. to Laidlaw Global Securities, concerning the
                  release of the pledge of the shares of Entrade Inc. held by
                  WorldWide Web NetworX Corporation.

     10.80        Promissory Note, dated February 9, 2001, payable by ATM
                  Service, Ltd. to Joyce LaTerre, in the principal amount of
                  $200,000.

     10.81        Letter of Intent, dated February 12, 2001, by and among
                  WorldWide Web NetworX Corporation, International Commerce
                  Exchange Systems, Inc. and eMarketplaces, Inc.

     10.82        Amendment, dated February 16, 2001, to Letter of Intent, dated
                  February 12, 2001, by and among WorldWide Web NetworX
                  Corporation, International Commerce Exchange Systems, Inc. and
                  eMarketplaces, Inc.

     99.1         Press Release, dated February 20, 2001.