<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 March 31, 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.)

         12 ORCHARD WAY                                           08054
    MOUNT LAUREL, NEW JERSEY                                    (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 May 15, 2001:

                                38,915,596 shares

================================================================================
<PAGE>

                        WORLDWIDE WEB NETWORX CORPORATION
                           QUARTERLY REPORT FORM 10-Q


                                      INDEX

                         Part I - FINANCIAL INFORMATION

Item 1 - Financial Statements:

Consolidated Balance Sheets..............................................     3
  March 31, 2001 (unaudited) and September 30, 2000

Consolidated Statements of Operations....................................     4
   Three Months Ended March 31, 2001 and 2000 (unaudited)
   Six Months Ended March 31, 2001 and 2000 (unaudited)
Consolidated Statements of Comprehensive Income..........................     6
   Three Months Ended March 31, 2001 and 2000 (unaudited)
   Six Months Ended March 31, 2001 and 2000 (unaudited)
Consolidated Statements of Cash Flows....................................     7
   Six Months Ended March 31, 2001 and 2000 (unaudited)

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

Item 2 - Management's Discussion and Analysis of Financial
   Condition and Results of Operation....................................    17
Item 3 - Quantitative and Qualitative Disclosures About Market Risk......    25

                           Part II - OTHER INFORMATION

Item 1 - Legal Proceedings...............................................    25

Item 2 - Changes in Securities and Use of Proceeds.......................    25

Item 3 - Defaults Upon Senior Securities.................................    26

Item 4 - Submission of Matters to a Vote of Security Holders.............    26

Item 5 - Other Information...............................................    26

Item 6 - Exhibits and Reports on Form 8-K................................    26

Signatures...............................................................    27

Exhibit Index............................................................    27


                                       2

<PAGE>

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


<TABLE>
<CAPTION>

                                                                    -----------------------
                                                                      MARCH      SEPTEMBER
                                                                          31          30
                                                                    -----------------------
                                                                         2001        2000
                                                                    -----------  ----------
                                                                    (UNAUDITED)
<S>                                                                   <C>         <C>
ASSETS
Current assets:
  Cash and cash equivalents .......................................   $  1,335    $  2,271
  Short-term investments ..........................................      1,158       6,005
  Accounts receivable, net of allowance for
   doubtful accounts ..............................................      2,074       1,587
  Inventory .......................................................        648         644
  Prepaid expenses ................................................         46         700
  Other current assets ............................................         59        --
                                                                      --------    --------

Total current assets ..............................................      5,320      11,207
Property and equipment, net .......................................         94         319
Investments in and advances to Affiliated
  Companies........................................................      3,319       3,319

Deferred financing costs, net .....................................        150         183
Other assets ......................................................        903         679
Deferred income taxes .............................................       --          --
                                                                      --------    --------
Total assets ......................................................   $  9,786    $ 15,707
                                                                      ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 Current liabilities:
  Accrued expenses ................................................   $    521    $    629
  Accounts payable ................................................      5,429       3,505
  Deferred revenue ................................................      3,192       3,117
  Current portion of capital lease obligation .....................       --            39
  Convertible debentures ..........................................        125         125
  Notes payable ...................................................        275        --
  Convertible loan ................................................      3,600       3,600
                                                                      --------    --------
  Total current liabilities .......................................     13,142      11,015

Stockholders' equity (deficit):
  Common stock ....................................................         39          42
  Additional paid-in capital ......................................     40,341      42,938
  Accumulated deficit .............................................    (38,976)    (35,688)
  Unearned stock compensation .....................................       --        (2,600)
  Accumulated other comprehensive loss ............................     (4,760)       --
                                                                      --------    --------

Total stockholders' equity (deficit) ..............................     (3,356)      4,692
                                                                      --------    --------

Total liabilities and stockholders' equity (deficit) ..............   $  9,786    $ 15,707
                                                                      ========    ========
</TABLE>


                             See accompanying notes.

                                       3
<PAGE>

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

<TABLE>
<CAPTION>

                                                                    -----------------------
                                                                      THREE MONTHS ENDED
                                                                          MARCH 31,
                                                                    -----------------------
                                                                      2001        2000
                                                                    ----------- -----------
<S>                                                                 <C>         <C>
Revenues .......................................................... $    4,571  $      498
Operating expenses:
Cost of revenues ..................................................      4,504         373
                                                                    ----------  ----------
  Gross profit ....................................................         67         125
  Selling, general and administrative .............................      1,327       3,710
  Depreciation and amortization ...................................         36         390
                                                                    ----------  ----------

Loss from operations ..............................................     (1,296)     (3,975)

Other income (expenses):
  Loss on sale of short-term investments ..........................        (70)       --
  Loss on disposal of assets ......................................       (138)       --
  Interest expense ................................................       (125)        (14)
  Amortization of debt issuance costs .............................       --           (69)
  Interest income .................................................          6          56
  Equity loss .....................................................       --          (165)
                                                                    ----------  ----------
  Total other expenses ............................................       (327)       (192)
                                                                    ----------  ----------
Loss before income taxes ..........................................     (1,623)     (4,167)
Income tax benefit ................................................       --          (733)
                                                                    ----------  ----------

Net loss .......................................................... $   (1,623) $   (3,434)
                                                                    ==========  ==========

Basic and diluted net loss per share .............................. $    (0.04) $    (0.09)
                                                                    ==========  ==========

Basic and diluted weighted average shares
  outstanding ..................................................... 38,915,596  37,921,833
                                                                    ==========  ==========

<CAPTION>

                                                                    ----------------------
                                                                       SIX MONTHS ENDED
                                                                           MARCH 31,
                                                                    ----------------------
                                                                       2001       2000
                                                                    ----------- ----------
<S>                                                                 <C>         <C>
Revenues .......................................................... $    5,800  $    1,539
Operating expenses:
Cost of revenues ..................................................      5,890       1,304
                                                                    ----------  ----------
  Gross profit (loss) .............................................        (90)        235
  Selling, general and administrative .............................      2,760       6,383
  Depreciation and amortization ...................................         66         764
                                                                    ----------  ----------
Loss from operations ..............................................     (2,916)     (6,912)

Other income (expenses):
Loss on sale of short-term ........................................        (70)       --
    investments
  Loss on disposal of assets ......................................       (138)       --
  Interest expense ................................................       (246)        (35)
  Amortization of debt issuance costs .............................       --          (139)
  Interest income .................................................         82         139
  Equity loss .....................................................       --          (353)
                                                                    ----------  ----------
  Total other income (expenses) ...................................       (372)       (388)
                                                                    ----------  ----------
Loss before income taxes ..........................................     (3,288)     (7,300)
Income tax benefit ................................................       --        (1,250)
                                                                    ----------  ----------
Net loss ..........................................................     (3,288)    $(6,050)
                                                                    ==========  ==========

Basic and diluted net loss per share ..............................     $(0.08)     $(0.16)
                                                                    ==========  ==========

Basic and diluted weighted average shares
  outstanding ..................................................... 39,629,869  36,778,097
                                                                    ==========  ==========
</TABLE>


                          See accompanying notes.



<PAGE>



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

<TABLE>
<CAPTION>

                                                                    ------------------    ------------------
                                                                    THREE MONTHS ENDED     SIX MONTHS ENDED
                                                                         MARCH 31,             MARCH 31,
                                                                    ------------------    ------------------
                                                                      2001      2000        2001      2000
                                                                    -------   --------    -------   --------
<S>                                                                 <C>       <C>         <C>       <C>
Net loss .......................................................    (1,673)    (3,434)    (3,288)    (6,050)
Other comprehensive income (loss): .............................      --
   Unrealized holding gains (losses) in available-for-sale .....      (105)   (18,000)    (4,830)    26,100
     securities
   Less:  reclassification adjustment for losses included in
     net loss ..................................................        70       --           70       --
                                                                   -------    -------    -------    -------
   Net unrealized holding losses ...............................       (35)   (18,000)    (4,760)      --
                                                                   -------    -------    -------    -------
   Tax related to other comprehensive income ...................      --        7,200       --      (10,385)
                                                                   -------    -------    -------    -------
Net unrealized appreciation (depreciation) in available-for-sale
   securities ..................................................       (35)   (10,800)    (4,760)    15,715
                                                                   -------    -------    -------    -------

Comprehensive loss .............................................    (1,658)   (14,234)    (8,048)     9,665
                                                                   =======    =======    =======    =======
</TABLE>


                             See accompanying notes.

                                       6
<PAGE>

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

<TABLE>
<CAPTION>

                                                        SIX MONTHS ENDED
                                                            MARCH 31,
                                                       -------------------
                                                         2001      2000
                                                       --------- ---------
<S>                                                   <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ..........................................   $(3,288)   $(6,050)
Adjustments to reconcile net loss to net cash used
  in operating activities:
  Loss on sale of short-term investments ..........        70       --
  Loss on disposal of assets ......................       137       --
  Stock compensation ..............................      --          600
  Depreciation ....................................        33         44
  Amortization ....................................        33        720
  Deferred income taxes ...........................      --       (1,250)
  Amortization of debt issuance costs .............      --          139
  Equity loss .....................................      --          353
  Changes in operating assets and liabilities net
  of acquisitions:
   Accounts receivable ............................      (487)       (52)
   Inventory ......................................        (4)      --
   Prepaid expenses ...............................       654        (35)
   Other assets ...................................      (283)      --
   Accrued expenses ...............................      (108)       145
   Accounts payable ...............................     1,986        762
   Deferred revenue ...............................        75        460
                                                      -------    -------
Net cash used in operating activities .............    (1,183)    (4,164)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of short-term investments ......        17       --
Purchase of property and equipment ................        (7)      (244)
Decrease in other assets ..........................      --         (179)
                                                      -------    -------
Net cash provided by (used in) investing activities        10       (423)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable .......................       275       --
Payments on capital lease obligations .............       (39)       (18)
                                                      -------
Net cash provided by financing
  activities ......................................       236        (18)
                                                      -------
Net decrease in cash and cash equivalents .........      (936)    (4,605)
Cash and cash equivalents at beginning of period ..     2,271      7,234
                                                      -------    -------
Cash and cash equivalents at end of period ........   $ 1,335    $ 2,269
                                                      =======    =======

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.

                                       7
<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 March 31, 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.

      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 consideration for shares of our common stock
representing 80% of our total issued and outstanding voting securities. The
letter of intent expired and terminated, by its terms, on May 1, 2001, because
the transaction was not closed on or before that date and the parties have not
mutually agreed to extend the time to close the transaction. 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 March 31,
2001 and for the three and six month periods ending March 31, 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 March 31, 2001 and its
operations and cash flows for the six month periods ending March 31, 2001 and
2000 have been included. Operating results for the three and six month periods
ended March 31, 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. During the three and six
month periods ending March 31, 2000, the consolidated financial statements also
included the accounts of Real Quest, Inc., a majority-owned and controlled
subsidiary sold September 27, 2000.

                                       8
<PAGE>

                        WORLDWIDE WEB NETWORX CORPORATION
             NOTES TO 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.

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 losses of the Affiliated Company are reflected in the caption
"Equity 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.

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. During the three and six month periods ended March 31, 2001,
combination trade credits totaling $14,886,000 and $957,000 were issued and
redeemed, respectively. No trade credits expired during the three or six
month period ended March 31, 2001. Vendors must redeem the trade credits
within specified periods ranging from 2 to 5 years.

                                       9
<PAGE>

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

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 and six month
periods ended March 31, 2001 and 2000.

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.

3. SHORT-TERM INVESTMENTS

      Short-term investments at March 31, 2001 and September 30, 2000 consisted
of 1,552,400 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. See "Release of
Collateral." The Company sold 22,600 Entrade shares in March 2001 and an
additional 9,000 shares in April and May 2001. The quoted market value of the
1,552,400 Entrade shares held by the Company at March 31, 2001 was $0.7461 per
share, or $1,158,246, at that date, a decrease of $0.0664 per share from the
amount recorded at December 31, 2000.

      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). As of the date of this report, Entrade has
not filed its annual report on Form 10-K for the year ended December 31, 2000 or
its quarterly report on Form 10-Q for the period ended March 31, 2001.


                                       10
<PAGE>

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

<TABLE>
<CAPTION>

BALANCE SHEET                          SEPTEMBER   DECEMBER
                                       30, 2000     31, 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

<CAPTION>

                                   NINE MONTHS       YEAR ENDED
                                      ENDED           DECEMBER
  STATEMENT OF OPERATIONS           SEPTEMBER         31, 1999
                                    30, 2000
                                  --------------    -------------
<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>


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 six month period ended March 31, 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    MARCH 31,   SEPTEMBER
                            MENT    ADVANCES     WANCE     BASIS      2001     30, 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 ..........       789       250       --        1,039     1,039     1,039
Quest
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>

                                       11
<PAGE>

                        WORLDWIDE WEB NETWORX CORPORATION
             NOTES TO 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 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 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
March 31, 2001:

<TABLE>
<CAPTION>

                                                                           WEIGHTED
                                                                            AVERAGE
                                                              WEIGHTED     REMAINING
                                   PER SHARE    NUMBER OF     AVERAGE     CONTRACTUAL
                                    PRICES       SHARES      PER SHARE       LIFE
                                                               PRICE        (YEARS)
                                  ------------  ----------  ------------- -------------

<S>                               <C>             <C>            <C>           <C>
     March 31, 2001 (Unaudited)   $0.40 - $0.75   5,665,000      $0.72         9.3
                                  =============  ==========  ============= =============
</TABLE>

      No options were granted or exercised during the six month period ended
March 31, 2001. Options to purchase 4.9 million shares expired or were
forfeited during the three month period ended March 31, 2001 and options
for 4,665,000 shares were exercisable at March 31, 2001.

                                       12
<PAGE>

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

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 April 2001, the debenture holders voluntarily dismissed this
action and re-filed their complaint in the Supreme Court of the State of New
York (Index No. 01601617). 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 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

      The Company 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
from operations for the six month period ended March 31, 2001 have decreased by
approximately $3.0 million from the six month period ended March 31, 2000, from
$4.2 of cash used for operations for the three month period ended March 31, 2000
to $1.2 used for the three month period ended March 31, 2001. Management's
intention is to attempt to maintain these rates of monthly expenditures 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. See "Letter of Intent Concerning
the Acquisition of eMarketplaces International, Inc."

      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. Without additional sources of funding, we will not be able
to continue our operations beyond September 1, 2001, when our $3.6 million
convertible loan becomes due. 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.

                                       13
<PAGE>

RESULTS OF OPERATIONS-THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO MARCH 31,
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 its consolidated companies, ATM
Service, Ltd. and The Intrac Group, Ltd.

      Revenues were $4.6 million for the three months ended March 31, 2001,
compared to revenues of $498,000 for the three months ended March 31, 2000. The
increase was due to a significant increase in media and product liquidation
revenues. For the three months ended March 31, 2001, 32% of our revenue was from
liquidation and cost recovery services and 68% of our revenue was from the
purchase and resale of media. For the three months ended March 31, 2000, 27% of
our revenue was from liquidation and cost recovery services, 46% of our revenue
was from the purchase and resale of media, 10% of our revenue was from asset
management, 4% of our revenue was from consulting services and 13% of our
revenue was from management services.

COST OF REVENUE

      Cost of revenue primarily consists of media costs and goods, freight and
warehousing of inventory held for sale. Revenues exceed the cost of revenues for
the three month period ended March 31, 2001.

      Cost of revenue was $4.5 million and $373,000 for the three months ended
March 31, 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 $1.4 million and $3.7 million
for the three months ended March 31, 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 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
terminated their management services contracts 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.

Unless we are able to obtain additional financing prior to September 1, 2001,
when our $3.6 million convertible loan is due, we will be unable to continue to
pay these expenses.

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 $36,000 and $390,000 for the
three months ended March 31, 2001 and 2000, respectively. The depreciation and
amortization in the three months ended March 31, 2001 was due to amortization of
deferred financing costs and depreciation of fixed assets. The depreciation and
amortization in the three months ended March 31, 2000 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 March 31,
2001.

                                       14
<PAGE>

LOSS FROM OPERATIONS

      During the three months ended March 31, 2001, we incurred a loss from
operations of $1.3 million compared with a loss of $3.7 million for the three
months ended March 31, 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. 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 March 31, 2001, we had net losses of $1.6
million compared to net losses of $3.4 million for the three months ended March
31, 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.

RESULTS OF  OPERATIONS-SIX  MONTHS  ENDED MARCH 31,  2001  COMPARED TO MARCH
31, 2000

REVENUES

      Revenues were $5.8 million for the six months ended March 31, 2001,
compared to revenues of $1.5 million for the six months ended March 31, 2000.
The increase in revenues was due to a significant increase in media and
product liquidation sales. For the six month period ended March 31, 2001, 35%
of our revenue was from liquidation and cost recovery services and 65% of our
revenue was from the purchase and resale of media. For the six months ended
March 31, 2000, 39% of our revenue was from liquidation and cost recovery
services, 48% of our revenue was from the purchase and resale of media, 5% of
our revenue was from asset management, 6% of our revenues was from management
services and 2% of our revenue was from consulting services. For the six
months ended March 31, 2001, six 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 98% of the total revenue.

COST OF REVENUE

      Cost of revenue was $5.9 and $1.3 million for the six months ended March
31, 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. The cost of revenue for the six
months ended March 31, 2000 had a greater proportion of salaries and fees paid
to programmers and consultants than the six month period ended March 31, 2001,
which had no consulting revenues.

      The cost of revenues exceeds revenues in the six month period ended March
31, 2001. 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 six month period ended March 31, 2001 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 $2.8 million and $6.4 million
for the six months ended March 31, 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.

                                       15
<PAGE>


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
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.

      Unless we are able to obtain additional financing, we will be unable to
continue to pay these expenses.

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 $66,000 and $764,000 for the six
months ended March 31, 2001 and 2000, respectively. The depreciation and
amortization in the six months ended March 31, 2001 was due to amortization of
deferred financing costs and depreciation of fixed assets. The depreciation and
amortization in the six months ended March 31, 2000 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 March 31,
2001.

LOSS FROM OPERATIONS

      During the six months ended March 31, 2001, we incurred a loss from
operations of $2.9 million compared with a loss of $6.9 million for the six
months ended March 31, 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. 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 six months ended March 31, 2001, we had net losses of $3.3 million
compared to net losses of $6.0 million for the six months ended March 31, 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 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.

      Cash used in operations was $1.2 million in the six months ended March 31,
2001, down from $4.2 million in the six months ended March 31, 2000, as a result
of our efforts to reduce operating and general and administrative expenses.

      Cash provided by investing activities during the six months ended March
31, 2001 was $10, compared to cash used in investing activities of $423,000
during the six months ended March 31, 2000, because we did not purchase any
technology or make any advances to affiliated companies during the six months
ended March 3, 2001.

      Consolidated working capital decreased to ($7.8) million at March 31,
2001, compared to $192,000 at September 30, 2000. The decrease resulted
primarily from the decrease in the value of our Entrade shares and our net
cash used in operations.

                                       16
<PAGE>

      Revenue in the amount of $1,456,848 from asset management, liquidation
and recovery services and media buying services was deferred for the three
and six month periods ended March 31, 2001, respectively. Deferred revenue
recognized during the three and six month periods ended March 31, 2001 was
$1,175,391. In addition, $206,000 of media revenue prepaid by customers was
recognized during the six month period ended March 31, 2001.

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

      Management believes that cash and cash equivalents on hand at March 31,
2001, will be adequate to fund our current operating needs at current levels
through September 1, 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. ("Blair Ventures") made a
loan to us 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, respectively, ATM Service, Inc. borrowed $200,000 and
$75,000 from Marvel Worldwide, Ltd., due on February 23, 2001 and May 16, 2001,
respectively, and secured by certain receivables. The $200,000 loan from Marvel
was repaid, with interest, in February 2001. Principal payments totaling
approximately $8,000 were made on the $75,000 loan from Marvel subsequent to
March 31, 2001, leaving an outstanding principal balance of approximately
$67,000. On February 9, 2001, ATM borrowed the additional sum of $200,000 from
Joyce LaTerre, secured by the personal guarantees of Thomas Settineri and Gary
Levi, due on March 26, 2001. Principal payments totaling $150,000 were made on
the LaTerre loan subsequent to March 31, 2001, leaving an outstanding principal
balance of $50,000.

      Management continues 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 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 second quarter of fiscal 2001,
the value of our Entrade stock fluctuated from a low of $0.70 per share, on
March 30, 2001, to a high of $1.98 per share, on February 1, 2001. During the
period from April 1, 2001 through May 15, 2001, the value of our Entrade stock
has fluctuated from a low of $0.51 per share, on April 17, 2001, to a high of
$1.30 per share, on April 20, 2001. Based upon the market price of Entrade
shares as of March 31, 2001, a 20% decrease in equity prices would result in an
approximate $232,000 decrease in the fair value of our holdings of Entrade stock
at March 31, 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 in April and May 2001 in an attempt to reduce our market
exposure on our holdings.

                                       17
<PAGE>

      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 March 31, 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.

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,
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 alleged failure to deliver a certificate for the shares
issuable upon conversion on a timely basis. The Company believes that claims of
Zakeni Limited are without merit and, if necessary, 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 alledgedly 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
allegedly due under an equipment lease agreement with NAIdirect.com, Inc.,
which was guaranteed by the Company in March 2000. Alternatively, MicroTech
has demanded possession of the leased equipment or the value of the
equipment, plus costs, pre-judgment interest and reasonable attorney's fees.
The Company intends to pursue all appropriate means of resolving these claims
or vigorously defend against them, if necessary.

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 six month period ended March 31,
2001, we did not grant any options and no options were exercised as of March 31,
2001. Options for 4.9 million shares expired or were forfeited during the three
month period ended March 31, 2001.

WARRANTS:

      The Company has, from time to time, issued warrants to purchase our common
stock. During the six month period ended March 31, 2001, the Company did not
issue any warrants and no warrants were exercised as of March 31, 2001.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                                       18
<PAGE>

      We 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 our offer to convert their convertible debentures
to our common stock. These debentures matured on March 23, 2000. The total
arrearage of principal and interest for these debentures is approximately
$141,250.00. 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 our 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. On March 9,
2001, (1) Carol C. Knauff resigned as President, Chief Executive Officer and
Chairman of our Board, (2) R. Bruce Richardson resigned as our Chief Financial
Officer and (3) G. David Rosenblum was appointed as our Interim President.

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"). ICES and EMI are affiliates of JenCom Digital
Technologies, LLC and other major stockholders of the Company.

      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, 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.

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

      The Letter of Intent terminated and expired on May 1, 2001, by its terms,
because the Transaction was not closed on or before that date and the parties
have not mutually agreed to extend the time to close the Transaction.

RELEASE OF COLLATERAL

      On February 5, 2001, Blair Ventures-Fund I, Inc. ("Blair Ventures")
released its pledge with respect to our 1,575,000 shares of common stock in
Entrade Inc., until further notice, in order to permit us to sell our Entrade
shares. We initially pledged these shares to Blair Ventures, on September 27,
2000, as collateral for our $3.6 million convertible loan. We sold 22,600
Entrade shares in March 2001 and an additional 9,000 shares in April and May
2001.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

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

                                       19
<PAGE>

10.86                 Amendment, dated March 22, 2001, to the February 12, 2001
                      Letter of Intent by and among WorldWide Web NetworX
                      Corporation, International Commerce Exchange Systems, Inc.
                      and eMarketplaces, Inc.

REPORTS ON FORM 8-K

      On March 12, 2001, we filed a Report on Form 8-K regarding the
resignations of Carol C. Knauff and R. Bruce Richardson as Chairman, President
and Chief Executive Officer, and Chief Financial Officer, respectively, and the
appointment of G. David Rosenblum as our Interim President.

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:  May 21, 2001                       WORLDWIDE WEB NETWORX CORPORATION
                                             (Registrant)

                                    By:   /s/ G. David Rosenblum
                                          ------------------------------------
                                          G. David Rosenblum
                                          Interim President and Chief
                                          Executive Officer


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<PAGE>

                                  EXHIBIT INDEX

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

10.86               Amendment, dated March 22, 2001, to February 12, 2001
                    Letter of Intent by and among WorldWide Web NetworX
                    Corporation, International Commerce Exchange Systems.
                    Inc. and eMarketplaces, Inc.



                                       21