U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(MARK ONE)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

[_]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO


COMMISSION FILE NUMBER:


                              NetworthUSA.com, Inc.
        (Exact name of small business issuer as specified in its charter)

Florida                                       6029               95-4720231
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)   Classification Code Number) Identification No.)

8 Gaucho Drive, Rolling Hills Estates, California                          90274
(Address of principal executive offices)                              (Zip Code)

                                  310.831.9285
                (Issuer's Telephone Number, including Area Code)



                              Thomas E. Stepp, Jr.
                              Stepp & Beauchamp LLP
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                             Telephone: 949.660.9700
                             Facsimile: 949.660.9010
            (Name, Address and Telephone Number of Agent for Service)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practical  date.  As of March 31,  2000,  there were
8,500,000  shares of the  issuer's  $.001  par value  common  stock  issued  and
outstanding.


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                              NetWorthUSA.Com, Inc.
                          (A Development Stage Company)

                   Consolidated Reviewed Financial Statements

                      March 31, 2000 and December 31, 1999


<PAGE>



                             NETWORTHUSA.COM., Inc.
                          (A Development Stage Company)
                                 Balance Sheets
          March 31, 2000 (Consolidated Unaudited) and December 31, 1999


                                                           March      December
                                                          31, 2000    31, 1999
                                                         ---------    ---------

         Assets

Current Assets

     Cash                                                $  10,655    $   1,071
     Prepaid Expenses                                          570          -0-
                                                         ---------    ---------

         Total Current Assets                               11,225        1,071

Other Assets

     Domain Name                                               420          420
                                                         ---------    ---------

         Total Other Assets                                    420          420
                                                         ---------    ---------

         Total Assets                                    $  11,645    $   1,491
                                                         =========    =========

         Liabilities & Stockholders' Equity

Current Liabilities

     Accrued Expenses                                    $   1,227    $   3,606
     Notes Payable - Shareholders                            5,000        5,000
     Loan Payable                                           74,222          -0-
                                                         ---------    ---------

         Total Current Liabilities                          80,449        8,606

Stockholders' Equity

     Common Stock, 50,000,000 Shares
       Authorized at $0.001 Par Value;
       8,500,000 Shares Issued & Outstanding                 8,500        8,500
     Paid In Capital                                       139,922      139,825
     Deficit Accumulated in the Development Stage         (217,226)    (155,440)
                                                         ---------    ---------

         Total Stockholders' Equity                        (68,804)      (7,115)
                                                         ---------    ---------

         Total Liabilities & Stockholders' Equity        $  11,645    $   1,491
                                                         =========    =========


<PAGE>


                              NETWORTHUSA.Com, Inc.
                          (A Development Stage Company)
                       Statement Of Operations (Unaudited)
         For the Period January 1, 2000 to March 31, 2000 (Consolidated)
                and the Period January 1, 1999 to March 31, 1999


                                                 March          March
                                                31, 2000       31, 1999
                                               -----------    -----------

Revenues
     Interest Income                           $     1,846    $       -0-

Expenses

     Consulting Services                            24,000         12,500
     Legal Fees                                     16,332          1,200
     General & Administrative                       23,300          2,051
                                               -----------    -----------

         Total Expenses                             63,632         15,751
                                               -----------    -----------
         Net Loss                              $   (61,786)   $   (15,751)
                                               ===========    ===========

         Loss Per Share                              (0.01)        (0.00)

         Weighted Average Shares Outstanding     8,500,000      7,388,888




              See accountant's review report and accompanying notes

                                       4

<PAGE>


                              NETWORTHUSA.Com, Inc.
                          (A Development Stage Company)
                      Statements of Cash Flows (Unaudited)
         For the Period January 1, 2000 to March 31, 2000 (Consolidated)
                and the Period January 1, 1999 to March 31, 1999


                                                            March       March
                                                           31, 2000    31, 1999
                                                           --------    --------

Cash Flows from Operating Activities

     Net Loss                                              $(61,786)   $(15,751)
     Changes in Operating Assets & Liabilities;
       (Increase) Decrease in Prepaid Expenses                 (570)        -0-
       Increase in Accrued Expenses                          (2,379)        -0-
       (Decrease) in Accounts Payable                           -0-    (109,239)
                                                           --------    --------

         Net Cash Used by Operating Activities              (64,735)   (124,990)

Cash Flows from Investing Activities                            -0-         -0-
                                                           --------    --------

Cash Flows from Financing Activities

     Notes Payable - Shareholders                            74,222         -0-
     Loans Payable                                               97         -0-
                                                           --------    --------

         Net Cash Provided from Financing Activities         74,319         -0-
                                                           --------    --------

         Increase (Decrease) in Cash                          9,584    (124,990)

         Cash at Beginning of Period                          1,071     124,990
                                                           --------    --------

         Cash at End of Period                             $ 10,655    $    -0-
                                                           ========    ========


              See accountant's review report and accompanying notes

                                       5

<PAGE>


                             NETWORTHUSA.COM., Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE #1 - Organization

The Company was organized on July 17, 1992 under the laws of the state of
Florida, as American Financial Seminars, Inc. On October 26, 1998, the Company
filed an Amendment to the Articles of Incorporation changing its name to
Environmental Oil Technologies, Inc. On January 11, 1999, the Articles of
Incorporation were amended changing its name to American Industrial Minerals
Group, Inc. On April 1, 1999, Articles of Amendment were filed changing the name
to NETWORTHUSA.COM., Inc.

The Company is currently considered to be a development stage company.

NOTE #2 - Significant Accounting Policies

A.   The Company uses the accrual method of accounting.

B.   Revenues and directly related expenses are recognized in the period when
     the goods are shipped to the customer.

C.   The Company considers all short term, highly liquid investments that are
     readily convertible, within three months, to known amounts as cash
     equivalents. The Company currently has no cash equivalents.

D.   Basic Earnings Per Shares are computed by dividing income available to
     common stockholders by the weighted average number of common shares
     outstanding during the period. Diluted Earnings Per Share shall be computed
     by including contingently issuable shares with the weighted average shares
     outstanding during the period. When inclusion of the contingently issuable
     shares would have an antidilutive effect upon earnings per share no diluted
     earnings per share shall be presented.

E.   Inventories: Inventories are stated at the lower of cost, determined by the
     FIFO method or market.

F.   Depreciation: The cost of property and equipment is depreciated over the
     estimated useful lives of the related assets. The cost of leasehold
     improvements is amortized over the lesser of the length of the lease of the
     related assets of the estimated lives of the assets. Depreciation and
     amortization is computed on the straight line method.

G.   Estimates: The preparation of the financial statements in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect the amounts reported in the financial
     statements and accompanying notes. Actual results could differ from those
     estimates.



              See accountant's review report and accompanying notes

                                       6
<PAGE>


                             NETWORTHUSA.COM., Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-

NOTE #3 - Principals of Consolidation

The Company owns 309 shares of 310 total issued shares of NETWORTHEurope.Com,
S.A. a Luxembourg Corporation. All Intercompany investments, loans and advances
have been eliminated in the consolidation process. There have been no sales or
expenses incurred between the two entities.

Minority interest is currently a deficit amount and the minority shareholder has
no obligation to reimburse the Company for any losses incurred. Accordingly no
minority interest has been recorded in the financial statements.

NOTE #4 - Loans Payable

The Company received stock subscriptions for shares of its common stock totaling
$500,000. The stock subscriptions were not accepted by the Company and $425,778
was returned to the subscribers and the balance of $74,222 is to be repaid by
April 27, 2000.



                                       7

<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation

Our Development. We were originally incorporated as AMERICAN FINANCIAL SEMINARS,
INC.,  pursuant  to the laws of the State of Florida on July 17,  1992.  We were
inactive  through June 1, 1998,  because our corporate powers and privileges had
been  suspended by the Florida  Secretary of State as a result of our failure to
pay franchise taxes or file reports. We were reinstated on June 4, 1998. On June
5, 1998, we filed an Amendment to our Articles of  Incorporation  increasing our
authorized  capital  stock from 1,000  shares of $1.00 par value common stock to
50,000,000 shares of $.001 par value common stock. On October 26, 1998, we filed
an Amendment  to our Articles of  Incorporation  changing to  ENVIRONMENTAL  OIL
TECHNOLOGIES, INC. On January 11, 1999, we filed an Amendment to our Articles of
Incorporation  changing our name to AMERICAN  INDUSTRIAL MINERALS GROUP, INC. On
April 1, 1999, we filed an Amendment to our Articles of  Incorporation  changing
our name to NETWORTHUSA.COM,  INC.  (previously  defined as the "Company").  Our
address is 8 Gaucho Drive,  Rolling Hills Estates,  California  90274. Our phone
number is (310) 831-9285.

We have changed our  management  personnel  several times since our inception in
1992. Specifically,  from 1992 through July 15, 1998, our sole director was Mark
Bryn. On July 15, 1998,  Mr. Bryn resigned and John Xinos was appointed to serve
as our sole director. Mr. Xinos was also appointed our President,  Secretary and
Treasurer.  On or about  January 7, 1999,  Mr. Xinos  resigned as our  director,
President,  Secretary and Treasurer and Karl Hartz was appointed as our director
and President,  Secretary and  Treasurer.  On or about April 18, 1999, Mr. Hartz
resigned as our director, President, Secretary and Treasurer and Robert Lockwood
was appointed our sole director, President, Secretary and Treasurer. On or about
January 14, 2000, Mr. Andre Pierrard was appointed to our Board of Directors. On
or about February 4, 2000, Mr. Robert Gove resigned as our director. On or about
February 4, 2000, Mr. Thomas Burke,  Mr. Gregory Alan Burns, Mr. David R. Miller
and Mr. Salvatore Buffone were appointed to our Board of Directors.  On or about
that same  date,  Mr.  Burns was  appointed  as our  President,  Mr.  Miller was
appointed as Vice  President,  Mr.  Pierrard was appointed as Vice President and
Chief Operating Officer,  Mr. Buffone was appointed  Treasurer and Herbert Brugh
was appointed as  Secretary.  Mr. John F. Moody was appointed as Chairman of the
Board of the Advisory  Board.  On or about March 27, 2000, Mr. Burns resigned as
an officer and a director.  The remaining  directors  are:  James Davis,  Robert
Lockwood,  David Miller and Andre  Pierrard.  The current  officers are:  Robert
Lockwood as President and David Miller as Secretary and Treasurer.

Our  Business.  We  originally  organized  under  the  name  AMERICAN  FINANCIAL
SEMINARS,  INC.  for the  purpose  of  engaging  in the  business  of  promoting
financial  seminars.  After changing our name to ENVIRONMENTAL  OIL TECHNOLGIES,
INC., we amended our business plan to contemplate  commercial oil reclamation in
Europe.  After changing our name to AMERICAN INDUSTRIAL MINERALS GROUP, INC., we
amended our business plan to contemplate commercial mining exploration activity.
On January 31,  1999,  we entered into four  contracts  for the  acquisition  of
mineral  rights (or entities  owning  mineral  rights).  On March 31,  1999,  we
determined the financial  requirements for mining  operations in Canada exceeded
our budget  and  rescinded  these four  contracts.  After  changing  our name to
NETWORTHUSA.COM,  INC.,  we  amended  our  business  plan  to  provide  for  the
organization,  development and commercial  exploitation  of an Internet  banking
system offering  international private Internet banking and securities brokerage
services.

In or around  March,  2000,  we caused  NetworthEurope.com.S.A.  to be formed in
Luxembourg   as   our   subsidiary.    The   total    authorized    capital   of
NetworthEurope.com.S.A. is 310 shares, 309 of which are owned by the Company and
1 of which is owned by Jim Penning.



                                       2
<PAGE>

We have entered into a letter of intent with Laxford  Finance Inc., a Luxembourg
corporation ("Laxford"), to organize an asset management company pursuant to the
laws of Luxembourg.  We intend to operate this venture with Laxford  through our
subsidiary,  NetworthEurope.com,  S.A., a Luxembourg corporation.  The Letter of
Intent  contemplates  that our subsidiary will own  approximately  fifty percent
(50%) in exchange for  providing  fifty percent of the initial start up capital.
We anticipate that Laxford and a few financial  institutions in Europe and North
America will own the remaining fifty percent of the asset management company. We
also anticipate that Laxford will provide initial asset  management  business to
commence  immediate  operations.   We  are  currently  negotiating  a  finalized
agreement for this venture.

Liquidity.   We  have  been  in  the  development  stage  since  July  17,  1992
(inception).  As of March 31, 2000, we had current assets of $11,225, $10,655 of
which is represented  in cash. At March 31, 2000, we had current  liabilities of
$80,449,  the  majority of which was  represented  by a loan  payable of $74,222
which was due and payable on April 27, 2000. We did not have the cash  available
to pay $74,222  obligation,  and  therefore,  one of our officers and  directors
loaned us the money to repay the debt.

We believe  that we will  require  financing  of  approximately  $1,000,000  for
working  capital during the next six months and to fund the required  investment
for the venture with Laxford.  We will be required to raise  additional funds or
arrange  for  additional  financing  over the next 12  months  to  adhere to our
development  schedule.  No assurance  can be given,  however,  that we will have
access to  additional  cash in the future,  or that funds will be  available  on
acceptable terms to satisfy our cash requirements.

Results  of  Operations.  As of March 31,  2000,  we have not yet  realized  any
revenue from operations.  The Statement of Cash Flows for the three month period
ended March 31, 2000 specifies a net loss of $61,786.  We cannot predict when we
will begin realizing positive revenue.

Our  success is  materially  dependent  upon our  ability to satisfy  additional
financing requirements. We are reviewing our options to raise substantial equity
capital.  We cannot  presently  estimate when we will begin to realize  positive
gross revenue. In order to satisfy our requisite budget, management has held and
continues to conduct  negotiations  with various  investors.  We anticipate that
these  negotiations  will  result in  additional  investment  income  for us. To
achieve and  maintain  competitiveness,  we may be required to raise  additional
substantial funds. We anticipate that we will need to raise significant  capital
to  develop,  promote and conduct  our  operations.  Such  capital may be raised
through  public or private  financing  as well as borrowing  and other  sources.
There can be no  assurance  that  funding for our  operations  will be available
under favorable terms, if at all. If adequate funds are not available, we may be
required to curtail operations significantly or to obtain funds by entering into
arrangements  with  collaborative  partners  or others  that may  require  us to
relinquish  rights to certain  products and services that we would not otherwise
relinquish.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to Vote of Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

None


                                       3

<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 in the City of Vancouver, British Columbia, on May 19, 2000.

                                                  NetworthUSA.com, Inc.,
                                                  a Florida corporation


                                                  By:  /s/ David R. Miller
                                                       -------------------------
                                                       David R. Miller
                                                  Its: Secretary and Treasurer



                                       4