FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549


             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
                                    333-36522

                       Wickliffe International Corporation
                      (formerly Wholesale On The Net, Inc.)
                   -------------------------------------------
             (exact name of registrant as specified in its charter)


        Nevada                                                 75-2853946
-------------------------                                  ------------------
(State of Incorporation)                                      (IRS ID No.)


               13663 Jupiter Road, Suite 401, Dallas, Texas 75238
             ------------------------------------------------------
               (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: 972-303-0405

Check whether the registrant (1) filed all documents and reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months and
(2) has been subject to such filing  requirements  for the past 90 days. Yes [X]
No [ ].

Shares of common stock outstanding at May 14, 2001

                                    1,544,150
<PAGE>

                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION                                     Page Number
                                                                   ------------

Item  1. Financial Statements                                         1 - 7

Item  2. Managements's Discussion and Analysis
         of Financial Condition and Results of Operations            8 - 11



<PAGE>

                       WICKLIFFE INTERNATIONAL CORPORATION
                      (formerly Wholesale On The Net, Inc.)

                                 BALANCE SHEETS
                        March 31, 2001 and June 30, 2000


                                     ASSETS

<TABLE>
                                                              Mar 31, 2001    Jun 30, 2000
                                                             ---------------  -------------
<S>                                                           <C>             <C>

CURRENT ASSETS:
    Cash                                                        $48,863          $853

PROPERTY AND EQUIPMENT:
    Equipment (net of accumulated depreciation of $33)            4,457           244
    Website (net of accumulated amortization of $8,889)          11,111        16,111
                                                             ------------    ----------

TOTAL ASSETS                                                    $64,431       $17,208
                                                             ============    ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY


LIABILITIES
     Advances from officer                                       $1,518        $1,518
                                                             ------------    ----------
TOTAL CURRENT LIABILITIES                                         1,518         1,518

STOCKHOLDERS' EQUITY
    Common stock, $0.001 par value                                1,468         1,000
    Additional paid-in-capital                                  130,220        23,400
    Accumulated Deficit                                         (68,775)       (8,710)
                                                             ------------    ----------
        Total Stockholders' Equity                               62,913        15,690
                                                             ------------    ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $64,431       $17,208
                                                             ============    ==========
</TABLE>


                           See accompanying notes

                                      F-1
<PAGE>


                       WICKLIFFE INTERNATIONAL CORPORATION
                      (formerly Wholesale On The Net, Inc.)

                             STATEMENT OF OPERATIONS
                 Three months ended March 31, 2001 and 2000, and
                    Nine months ended March 31, 2001 and 2000

<TABLE>

                                    Three months   Three months     Nine months    Nine months
                                        ended         ended            ended          ended
                                    Mar 31, 2001   Mar 31, 2000    Mar 31, 2001    Mar 31, 2000
                                    ------------- --------------   -------------  ---------------
<S>                                 <C>           <C>              <C>            <C>
REVENUE:
    Sales                                     0         530           $11,945        $1,580
                                    ------------  ------------    -------------- --------------
    Total revenue                            $0        $530           $11,945        $1,580

COST OF SALES:                                0         345            10,153         1,027
                                    ------------  ------------    -------------- --------------

GROSS PROFIT                                  0         185             1,792           553

OPERATING EXPENSE:
    Depreciation and amortization        16,676       1,667             5,027         2,222
    Rent - related party                    600         600             1,800         1,800
    Consulting - related party                                                        1,500
    General and administrative           22,665         516            55,110           922
                                    ------------ ------------    --------------- -------------
        Total Operating Expense          39,941       2,783            61,937         6,444
                                    ------------ ------------    --------------- -------------

INCOME FROM OPERATIONS                  (39,941)     (2,598)          (60,145)       (5,891)

OTHER INCOME:
    Interest income                          38           6                80             6
                                    ------------ ------------    --------------- -------------

NET LOSS                               ($39,903)    ($2,592)         ($60,065)      ($5,885)
                                    ============ ============    =============== =============


Weighted average shares outstanding   1,000,000   1,000,000         1,000,000     1,000,000
                                    ============ ============    =============== =============

LOSS PER SHARE                           ($0.04)     ($0.00)           ($0.00)       ($0.00)
                                    ============ ============    =============== =============
</TABLE>


                             See accompanying notes
                                      F-2
<PAGE>

                       WICKLIFFE INTERNATIONAL CORPORATION
                      (formerly Wholesale On The Net, Inc.)

            STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
             Period from Inception (June 30, 1999) to March 31, 2001

<TABLE>

                                             Common           Paid In      Accumulated
                                       Shares      Amount      Capital      Deficit      Total
                                      ---------  ----------  ----------   ------------- --------
<S>                                   <C>        <C>         <C>          <C>           <C>

Balance,
        June 30, 1999
        (date of inception)                 -0-        -0-           -0-         -0-          -0-

Shares issued on July 1, 1999 for:
           Cash                         150,000        150           350                      500
           Services                     450,000        450         1,050                    1,500

       August 27, 1999 for:
           Cash                         400,000        400        19,600                   20,000

Paid in capital by officer (rent)                                  2,400                    2,400

Net Loss                                                                      (8,710)      (8,710)
                                     -----------   --------     ----------   ---------    ---------
Balance
        June 30, 2000                 1,000,000     $1,000       $23,400     ($8,710)     $15,690
                                     ===========   ========     ==========   =========    =========

Paid in capital by officer (rent)                                  1,800                    1,800

Sale of common stock                    468,300        468       105,020                  105,488

Net Loss - six months                                                        (60,065)     (60,065)
                                     -----------   ---------    -----------  ---------    ---------
Balance
        September 30, 2000            1,468,300      1,468       130,220     (68,775)      62,913
                                     ===========   =========    ===========  =========    =========
</TABLE>

                             See accompanying notes
                                       F-3
<PAGE>

                       WICKLIFFE INTERNATIONAL CORPORATION
                      (formerly Wholesale On The Net, Inc.)

                             STATEMENT OF CASH FLOWS
                 Three months ended March 31, 2001 and 2000, and
                    Nine months ended March 31, 2001 and 2000

<TABLE>

                                                                  Three months  Three months     Nine months   Nine months
                                                                      ended        ended            ended         ended
                                                                  Mar 31, 2001  Mar 31, 2000    Mar 31, 2001   Mar 31, 2000
                                                                  ------------  --------------  -------------  -------------
<S>                                                               <C>           <C>             <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                        ($39,903)      ($2,592)         ($60,065)      ($5,885)
    Adjustments to reconcile net loss to net
            cash (used) by operating activities:
            Items not requiring cash - depreciation                    1,676         1,667             5,027         2,222
            Items not requiring cash - stock issued for services                                                   1,500
            Increase in current liabilities                                            434                           1,187
            Rounding                                                                     1                               1
                                                                  ------------  --------------    ------------   ----------
NET CASH (USED) BY OPERATING ACTIVITIES:                             (38,227)         (490)          (55,038)         (975)


CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of assets                                                                               (4,240)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Sale of common stock                                              50,000                        105,488           500
    Paid in capital by officer                                           600           600            1,800         1,800
                                                                  ------------  ---------------   -----------    ----------
    Total cash flows from financing activities                        50,600           600          107,288         2,300
                                                                  ------------  ---------------   -----------    ----------

NET INCREASE IN CASH                                                 $12,373          $110          $48,010        $1,325

CASH, BEGINNING OF PERIOD                                             36,490         1,215              853             0
                                                                  ------------  ---------------   -----------    ----------
CASH, END OF PERIOD                                                  $48,863        $1,325          $48,863        $1,325
                                                                  ============  ===============   ===========    ==========
</TABLE>



Note:  Non-cash  investing activity was incurred in August 1999 when the company
issued common stock for the development of its website valued at $20,000.


                             See accompanying notes
                                      F-4

<PAGE>

                      WICKLIFFE INTERNATIONAL CORPORATION
                      (formerly Wholesale On The Net, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2001

Note A - Nature of Business and Summary of Significant Accounting Policies:
---------------------------------------------------------------------------
History: The Company was  organized June 30, 1999 under the name of Wholesale On
The Net, Inc. in  the State of Nevada. The Company changed its name to Wickliffe
International Corporation in April 2001.

Basis of Accounting:
-------------------
It is the Company's  policy to prepare its  financial  statements on the accrual
basis of accounting in conformity with generally accepted accounting principles.
Sales are recorded as income in the period in which they are earned and expenses
are recognized in the period in which the related liability is incurred.

Revenue Recognition:
-------------------
Revenue is  recognized  when goods are shipped and  invoiced.  The Company  will
purchase  goods and resell  them;  on these items  revenue is booked at the full
sales price and the respective  cost of sales  recorded.  On items that are drop
shipped by a manufacturer  directly to a customer,  the sale price less the cost
of the item is recorded as income.

Cash and Cash Equivalents:
-------------------------
For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  debt  instruments  with a  maturity  of three  months or less to be cash
equivalents.

Loss per Common Share:
----------------------
Loss  applicable  to common  share is based on the  weighted  average  number of
shares of common stock outstanding during the year.

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

Income Tax:
-----------
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative  minimum tax (ATM) system. The Company uses an
asset and  liability  approach for the  accounting  and  financial  reporting of
income  tax.  Under  this  method,  deferred  tax  assets  and  liabilities  are
determined based on temporary differences between the financial carrying amounts
and the tax basis of assets and liabilities using enacted tax rates in effect in
the years in which the temporary differences are expected to reverse.

                                       F-6

<PAGE>


                       WICKLIFFE INTERNATIONAL CORPORATION
                      (formerly Wholesale On The Net, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2001

Note B - Web site:
------------------
The  Company's  primary  asset  is its  web  site  which  is the  center  of its
operational and income generating activities for which it paid $20,000. The cost
of the web site is being  amortized  over three years  starting in December 1999
when it was completed.

Note C - Advances from officer:
-------------------------------
During the period from  inception ( June 30, 1999) through  March 31, 2001,  the
President paid expenses ($1027 for product,  $70 for domain  registration,  $331
for shipping and $90 for office  supplies) on behalf of the Company for which he
has not been repaid.  The Company does not owe interest on these  advances,  and
the advances are to be repaid when the Company  makes a profit from  operations.
These amounts have been recorded as a current liability.

Note D - Stockholders' Equity:
-----------------------------
Common Stock:
The Company is  authorized to issue  25,000,000  common shares of stock at a par
value of $0.001 per share.  These shares have full voting  rights.  At March 31,
2001 and June 30, 2000,  there were 1,468,300 and 1,000,000  shares  outstanding
respectively.

The Company has not paid a dividend to its shareholders.

Note E - Income Taxes:
----------------------
The Company had a net operating loss of $68,775 since its inception. No deferred
tax asset has been recognized for the operating loss as any valuation  allowance
would reduce the benefit to zero.

Note F - Going Concern:
----------------------
The Company has minimal capital resources available to meet obligations expected
to be  incurred  given  that  it is a  start  up  enterprise.  Accordingly,  the
Company's continued existence is dependent upon the successful  operation of the
Company's plan of operations,  selling common stock in the Company, or obtaining
financing.  Unless  these  conditions  among  others are met, the Company may be
unable to continue as a going concern.

                                      F-7
<PAGE>

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

Results of Operations

The Registrant  filed a registration  statement on Form SB-1 with the Securities
and  Exchange  Commission  to  raise a  minimum  of  $50,000  and a  maximum  of
$1,000,000  which became  effective on September 20, 2000.  The  Registrant  has
raised  $117,075 under that  registration  statement and as of December 31, 2000
had sold  268,300  shares;  the  offering  was cut off on January 18, 2001 after
selling 468,300 shares at $0.25 per share.

The  Registrant is engaged in the sale of products  over the  internet.  At this
time,  framed art and air and water  filters are sold.  The funds  raised in the
offering  have allowed us to start an  advertising  program and, as of March 31,
2001, the results from the program were very poor. In fact the Company used much
of its funds in trying direct  advertising  and when the funds were running low,
the Company decided to seek additional  assets to enhance its ability to solicit
customers.

In April of 2001, the Company entered into an Agreement whereby it would acquire
hotels.  As part of that Agreement,  new directors were elected,  the control of
the Company changed and assets were transferred to the Company.

The following describes the business direction the Company is headed.

Business Profile
----------------
Wickliffe approaches the hotel industry with a unique perspective. That is, back
to the basics of the word  'hospitality'.  Instead of building  an  organization
built on policy,  it is our goal to  establish  one based upon  philosophy.  Too
often the philosophy of having a spotlessly clean, well-maintained hotel that is
also operated by incredibly  friendly  employees whose common goal is to provide
exceptional  guest service is forgotten.  The  "affordable'  hotel experience in
America has most commonly become a reflection of the 'fast food'  industry.  The
roadsides  are filled with chain hotels that share the same name and  marketing,
but too  often do not  share  the  same  quality  in the  hotel's  standards  or
operation.  Central business districts on the other hand instantly conjure rates
that cannot, by most travelers, be interpreted as truly 'affordable.'

All  Wickliffe  properties,  whether  they are owned  and  operated  inside  the
Wickliffe corporate  structure or operated as a franchisee,  have the commitment
of having personal  management by the executive  operating team. That is to say,
there will never be a property that is not given true management review by those
that are most  responsible  for the brand.  Hands on management  will ensure our
success.  Keeping our  corporate  officers and our property  managers in a close
working relationship with a common goal of being and having something special to
offer our guests helps us build a solid operating foundation. By including every
staff  member as a critical  role player,  and building a complete  team that is
able to work through every challenge, our Company's philosophies become realized
in our operation.  Eliminating  bureaucracy and establishing management by hands
on involvement takes simple expenditures.

                                       8
<PAGE>

To be a member of the Wickliffe Management Team means the willingness to provide
intense  attention to all of the Wickliffe  properties on a constant basis.  One
common  error in the hotel  industry  is that when a property  turns five or six
years old, it is often allowed to deteriorate  due to the owner's  perception of
its lackluster  performance in the marketplace.  It is the Wickliffe  perception
that many of these  properties  were built in the best  locations,  having  been
erected ahead of more recent construction.  And, even though a property may be a
little older in its  competitive  set,  when  properly  managed,  marketed,  and
serviced, it should have the potential to be the most profitable.

By developing a multi-tiered hospitality organization,  Wickliffe properties can
be  represented  on many  levels and  therefore  exposed  to a wider  variety of
potential  guests.  The most prominent  level of operation will of course be the
Wickliffe Hotel.  Wickliffe Hotels are full service hotels that exist in central
business   districts   and   convention   hubs.   These  are  hotels  that  have
'four-diamond'  amenities  at  a  'three-diamond'  value.   Complementary  to  a
Wickliffe  Hotel is a  Wickliffe  Resort.  This  embodies  the same  attitude of
upgraded  appointments at truly  competitive  value,  however located in leisure
markets,  and/or  encompassing  resort  features such as golf courses,  beaches,
spas,  etc. The tier below  Wickliffe  Hotels is  Wickliffe  Inns.  Again,  full
service hotels,  but more accessible to the transient market, and established as
value  priced  guestroom  nights.  More  current  facilities,  either  from  new
construction  or  renovation,  can achieve  "Select"  status at the "Inn" level.
Limited service Wickliffe Inns will be positioned as 'Express Inns."

Wickliffe has also developed and is implementing a strong  in-house  reservation
system, which will be driven by our marketing plan and managed by Wickliffe team
members.  In addition to this,  Wickliffe is developing a  relationship  with an
outside  reservation  company  to  implement  a global  distribution  symbol and
partner  with the  world's  travel  agent  networks.  There are also  developing
relationships  with  wireless  and  Internet  companies,  which will  facilitate
cutting edge technology to service our potential  guests,  actual guests and the
management of our properties.

Wickliffe  seeks  only  high  caliber   management  team  members  to  make  our
philosophies become realized. It is our belief the hotel General Manager must be
just that, a General  Manager,  not a hotel  supervisor.  As an executive,  each
hotel's General Manager must put quality,  performance,  and profitability  into
effect.

Financial  planning and central  accounting  are keys to a  property's  success.
Inside of the  corporate  support  structure,  the  Management  Team will have a
variety of accounting and management  support  systems  tailored to each hotel's
specific needs. Also, inside the corporate  structure,  the Management Team will
provide intensive  training to all levels of staff members to ensure high levels
of  productivity  in all phases of hotel  operations.  Wickliffe is developing a
comprehensive  supervisor and employee  training  program in which all employees
are required to  participate  on  individualized  and  departmental  levels on a
regular and on an as-needed basis.

                                       9
<PAGE>

Portfolio Development
---------------------
Wickliffe  has under  contract,  or is in serious  negotiations  on,  properties
containing over 4,000 guestrooms. The hotel types are a broad scale ranging from
full  service  very  large  hotels in key  locations  of major  cities to resort
locations  and  pinnacle  hotels  in  secondary  markets.  All of which  will be
corporately owned and operated by the Wickliffe Management Team.

The  founding  family of officers  also has two  supporting  companies  that are
internal partner  organizations that help to facilitate the Wickliffe  portfolio
development. Wilkerson Consulting, Inc. maintains the necessary relationships to
facilitate  property  sales  and  acquisitions,  and  to  obtain  financing  for
renovations,  expansions,  and new hotel ventures.  Wilkerson  Group,  Inc. is a
project management team established to restore renovated hotels of various sizes
and types and can act as  developer  representation  for  construction  from the
ground up if so  contracted.  The team is  experienced  in all  aspects of hotel
development  that includes  market  research and  financing,  and can coordinate
guideline compliance and is affiliated with purchasing agencies that have a long
history of volume procurement to allow property  developers to enjoy significant
cost reductions.

There are four major components to Wickliffe's future plans:

     1. The internal  Wickliffe  business  plan is to continue to use our public
company to purchase hospitality properties. Wickliffe primarily seeks to acquire
properties,  which can be purchased by using convertible debentures,  or merging
the corporate  structure with a tax-free  stock exchange  allowing the seller to
become a  shareholder.  This  acquisition  method  allows  Wickliffe  to bring a
property into the portfolio in an equity  position  assuming or refinancing  any
existing first mortgage the property might have.

     2.  Wickliffe is also  developing  standards  and  guidelines  to allow the
opportunity  to franchise the name so that  independent  properties,  properties
changing  brands,  and developers of properties  will be able to profit from the
Wickliffe strategy.

     3. Manage and develop properties outside the ownership portfolio.

     4. Related  acquisitions of businesses that will enhance and complement our
basic corporate philosophy.

Liquidity

The  Registrant  had liquid  assets at March 31, 2001 of $48,863  compared  with
liquid  assets of $853 at June 30, 2000 and $36,490 at December 31,  2000.  This
amount includes the funds raised in the offering described above and used mostly
for advertising.  As of the date of this filing,  all the funds had been used on
advertising and minimal overhead expenses.

                                       10
<PAGE>

Capital Resources

The Registrant  expects to generate  working capital through the managing of its
hotel properties. The next two quarters are during the heavy traveling season.

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.

                                     Wickliffe International Corporation
                                     (Registrant)


                                     BY:  /s/ Gary Bell
                                          ---------------------
                                           Gary Bell
                                     Its: President

DATE:   May 14, 2001
        Dallas, Texas