SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


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


       For Quarter Ended March 31, 2000 - Commission file Number 333-86873


                                  Netword, Inc.
             (Exact name of registrant as specified in its charter)


          Delaware                                               52-2143430
(State or other Jurisdiction                                  (I.R.S. Employer
      of Incorporation)                                      Identification No.)


             702 Russell Avenue, Third Floor, Gaitherburg, MD 20877
              (Address of principal executive offices) (Zip code)


                                  240/631-1100
              (Registrant's telephone number, including area code)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  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 ___

The number of outstanding  shares of the issuer's  common stock,  par value $.01
per share, as of May 11, 2000, was 18,596,513.

Transitional Small Business Disclosure Format (check one):

                                 Yes _X_  No ___

<PAGE>


                                  NETWORD, INC.
                          (A Development Stage Company)

                              INDEX TO FORM 10-QSB

                                 March 31, 2000



PART I - FINANCIAL INFORMATION                                              PAGE

Item 1. - Balance Sheets as of March 31, 2000 and December 31, 1999............1

          Statements of Operations for the Three Months Ended
          March 31, 2000 and March 31, 1999....................................2

          Statements of Cash Flows for the Three Months Ended
          March 31, 2000 and March 31, 1999....................................3

          Notes to Financial Statements........................................4

Item 2. - Management's Discussion and Analysis or Plan of Operation............7

PART II - OTHER INFORMATION....................................................9

SIGNATURE.....................................................................11

<PAGE>


                                  NETWORD, INC.
                          (A Development Stage Company)
                                 Balance Sheets
<TABLE>
<CAPTION>
                                                               March 31,    December 31,
                                                                 2000           1999
                                                             (Unaudited)       (Note)
                                                             -----------    -----------
<S>                                                          <C>            <C>
                                     ASSETS
Current assets:
    Cash                                                     $ 2,489,865    $ 2,742,041
    Deposit                                                      250,000           --
    Prepaid expenses                                             771,245      1,125,000
                                                             -----------    -----------
                Total current assets                           3,511,110      3,867,041
Property and equipment, net                                       58,644         72,600
Intangible assets:
    Trademark, net                                                25,488         26,444
    Intellectual property, net                                     8,750         10,000
    Deferred offering costs                                       50,000         50,000
                                                             -----------    -----------
                Total intangible assets                           84,238         86,444
                                                             -----------    -----------
                                                             $ 3,653,992    $ 4,026,085
                                                             ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term liability                   $     4,800    $     4,800
    Accounts payable                                             346,826        358,404
    Loans payable                                                 33,027         33,027
                                                             -----------    -----------
                Total current liabilities                        384,653        396,231
Long-term liability, net of current portion                       14,400         14,400
Convertible note payable                                          21,203         20,903
Redeemable common stock and common stock warrants                977,500        977,500
Stockholders' equity:
    Common stock, $.01 par value;
        Authorized - 40,000,000 shares
        Issued and outstanding - 17,276,513 shares at
           3/31/00 and 16,923,924 shares at 12/31/99             172,765        169,239
    Additional paid-in capital                                 7,454,878      7,017,668
    Deficit accumulated in the development stage              (5,360,108)    (4,558,557)
    Subscriptions receivable                                     (11,299)       (11,299)
                                                             -----------    -----------
                Total stockholders' equity                     2,256,236      2,617,051
                                                             -----------    -----------
                                                             $ 3,653,992    $ 4,026,085
                                                             ===========    ===========
</TABLE>

Note:  The balance  sheet at December 31, 1999 has been derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.


                            See accompanying notes.


                                       1

<PAGE>


                                  NETWORD, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              Period From
                                                                               December
                                                     Three Months               2, 1996
                                                    Ended March 31,         (Inception) to
                                             ----------------------------       March 31,
                                                 2000            1999             2000
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Sales                                        $        353    $      4,212    $     62,534

General and administrative expenses               832,278         298,978       5,137,646
                                             ------------    ------------    ------------

Operating loss                                   (831,925)       (294,766)     (5,075,112)

Other income (expense):
    Interest income                                30,374           1,904         141,218
    Loss on disposition of property and
        equipment                                    --              --           (43,639)
    Loss on impairment of assets                     --              --          (382,575)
                                             ------------    ------------    ------------
                Net other income (expense)         30,374           1,904        (284,996)
                                             ------------    ------------    ------------

Net loss                                     $   (801,551)   $   (292,862)   $ (5,360,108)
                                             ============    ============    ============

Basic and diluted loss per common share      $       (.05)   $       (.03)
                                             ============    ============

Weighted average number of shares
    outstanding                                17,709,799      10,079,480
                                             ============    ============
</TABLE>


                            See accompanying notes.


                                       2

<PAGE>


                                  NETWORD, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 Period From
                                                                                   December
                                                         Three Months               2, 1996
                                                        Ended March 31,         (Inception) to
                                                 ----------------------------       March 31,
                                                     2000            1999             2000
                                                 ------------    ------------    ------------
<S>                                              <C>            <C>            <C>
Net loss                                         $  (801,551)   $  (292,862)   $(5,360,108)
Adjustments to reconcile net loss to cash
    used in operating activities:
    Issuance of stock options and warrants
        for consulting and legal services               --             --           33,308
    Depreciation and amortization                     16,161         16,206        294,552
    Amortization of prepaid expense                  375,000           --          750,000
    Issuance of convertible note payable for
        legal services                                  --             --           20,903
    Loss on disposition of property and
        equipment                                       --             --           43,639
    Loss on impairment of assets                        --             --          382,575
    Change in assets and liabilities:
        Prepaid expenses                             (21,245)          (561)       (21,245)
        Accounts payable                             (11,278)        55,997        461,126
                                                 -----------    -----------    -----------
                Net cash used in operating
                   activities                       (442,913)      (221,220)    (3,395,250)
                                                 -----------    -----------    -----------
Cash flows from investing activities:
    Proceeds from sale of property and
        equipment                                       --             --           10,000
    Deposit                                         (250,000)          --         (250,000)
    Acquisition of property and equipment               --             --         (357,165)
    Acquisition of trademark                            --             --          (37,913)
                                                 -----------    -----------    -----------
                Net cash used in
                   investing activities             (250,000)          --         (635,078)
                                                 -----------    -----------    -----------
Cash flows from financing activities:
    Proceeds from long-term liability                   --             --           33,600
    Principal payments of long-term liability           --           (4,800)       (14,400)
    Proceeds from loans                                 --             --          461,054
    Redeemable common stock and common
        stock warrants                                  --             --          977,500
    Deferred offering costs                             --             --          (50,000)
    Exercise of warrants                             440,737           --          440,737
    Issuance of common stock and units, net
        of offering and registration costs              --        2,925,000      4,671,702
                                                 -----------    -----------    -----------
                Net cash provided by financing
                   activities                        440,737      2,920,200      6,520,193
                                                 -----------    -----------    -----------
Net increase (decrease) in cash
         (carried forward)                       $  (252,176)   $ 2,698,980    $ 2,489,865
                                                 -----------    -----------    -----------
</TABLE>


                            See accompanying notes.


                                       3

<PAGE>


                                  NETWORD, INC.
                          (A Development Stage Company)
                      Statements of Cash Flows (Concluded)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                             Period From
                                                                                                               December
                                                                                      Three Months              2, 1996
                                                                                     Ended March 31,         (Inception) to
                                                                                -------------------------       March 31,
                                                                                   2000           1999            2000
                                                                                ----------     ----------      ----------
<S>                                                                             <C>            <C>             <C>
Net increase (decrease) in cash
         (brought forward)                                                      $ (252,176)    $2,698,980      $2,489,865
Cash, beginning of period                                                        2,742,041         59,110            --
                                                                                ----------     ----------      ----------
Cash, end of period                                                             $2,489,865     $2,758,090      $2,489,865
                                                                                ==========     ==========      ==========

                             Supplemental Schedule of Non-Cash Investing and Financing Activities

Subscriptions receivable                                                        $     --       $     --        $   11,299
                                                                                ==========     ==========      ==========

Issuance of Class A Units and Class C Units in exchange for:
        Intellectual property                                                   $     --       $     --        $  407,575
        Net assets acquired                                                           --             --            20,996
                                                                                ----------     ----------      ----------
                                                                                $     --       $     --        $  428,571
                                                                                ==========     ==========      ==========

Conversion of loans to Class A Units                                            $     --       $     --        $  428,027
                                                                                ==========     ==========      ==========

Conversion of accounts payable to
    warrants                                                                    $     --       $     --        $  114,000
                                                                                ==========     ==========      ==========

Issuance of stock options and warrants
    for consulting and legal services                                           $     --       $     --        $   33,308
                                                                                ==========     ==========      ==========

Issuance of warrants for future services                                        $     --       $     --        $1,500,000
                                                                                ==========     ==========      ==========

Issuance of convertible note payable for
    legal services                                                              $     --       $     --        $   20,903
                                                                                ==========     ==========      ==========
</TABLE>


                            See accompanying notes.


                                       4

<PAGE>


                                  NETWORD, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2000
                                   (Unaudited)

Note 1 - Basis of Presentation

     Netword,  Inc. (the  "Company,"  "us," "we," or "our") owns and operates an
Internet  utility  known  as the  Netword  System  which  we  believe  offers  a
comprehensive  solution  to  problems  created  by a lack  of  consumer-friendly
addresses or URL's for Internet resources.

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with  instructions  to Form  10-QSB.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting principles for complete financial  statements.  In the opinion of our
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three month period ended March 31, 2000 are not  necessarily  indicative  of the
results  that may be expected for the full year ended  December 31, 2000,  These
unaudited financial  statements should be read in conjunction with the financial
statements  and footnotes  thereto  included in our Annual Report on Form 10-KSB
for the year ended December 31, 1999.

Note 2 - Deposit

     During the  quarter  ended  March 31, 2000 we  deposited  $250,000  into an
escrow account pursuant to the terms of an agreement for services to be rendered
in connection with our planned  national  advertising  campaign.  This agreement
also  provides for the grant of 300,000 five year options under our Stock Option
Plan,  vested  quarterly over the period from March 2, 2000 to March 1, 2001, at
$2.00 per share.

Note 3 - Exercise of Warrants

     During the quarter ended March 31, 2000,  certain  outstanding  warrants to
purchase our common stock were exercised, as follows:

     Number of Shares         Exercise Price            Total Received
     ----------------         --------------            --------------

         352,589               $1.25/share                 $ 440,737


                                       5


<PAGE>


     On April  13,  2000 we  notified  stockholders  who  acquired  warrants  to
purchase  1,600,000  shares of our common stock in our Reg S offering that their
warrants  were subject to  redemption  for $.05 per share unless those  warrants
were exercised by May 1, 2000. As a result, the following warrants issued in the
Reg S offering were exercised subsequent to March 31, 2000:

     Number of Shares         Exercise Price            Total Received
     ----------------         --------------            --------------

        1,320,000              $1.25/share                $ 1,650,000

                                       6

<PAGE>


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

First Quarter 2000 Overview

We  are a  development  stage  Internet  company  and do  not  currently  derive
significant  revenues  from  operations.  Revenues  recorded  by us to date  are
incidental and not the result of proactive marketing.  Our revenues have stemmed
from persons who recognize the utility of the Netword System and wish to protect
their products, brands and other marks.

During the quarter,  we continued  to enter into and pursue  various  agreements
with other Internet  businesses.  Agreements with InfoSpace.com,  Inc. and eBay,
Inc were signed during the quarter. InfoSpace.com produces co-branded pages when
certain  Networds,  including all 5-digit U.S. zip codes, are entered in Netword
Slots  or  Netword-enabled  browsers.  Our  agreement  with  eBay is a  referral
agreement  under  which we are  entitled  to  revenues  based  on our  directing
Internet traffic to eBay. During the quarter, we also completed a new version of
our software agent that was integrated with Net2Phone,  Inc.'s software  product
which became available at www.net2phone.com in May 2000.

During  the  quarter  we  began an  effort  expected  to  result  in a  national
advertising  campaign  (the  "Campaign")  scheduled  to  commence  in the  third
quarter.

Results of Operations for Q-1 2000

Compensation costs increased to $176,500 versus $97,808 for the same period last
year because we hired  additional  marketing,  sales,  business  development and
software engineering  personnel.  The additional personnel were hired to enhance
the Netword System and implement the Campaign.

Enhancement of the Netword System includes software  development efforts to meet
the needs of new  affiliates,  including  Net2Phone and  InfoSpace.com.  Pending
affiliations have and will create additional technology requirements for us.

Marketing  costs  increased to $497,850  versus $76,218 for the same period last
year primarily because of $375,000 of amortization attributable to the Net2Phone
warrant initiated in the 4th quarter of 1999 and payments to InfoSpace initiated
in the 1st quarter of 2000.  In  subsequent  quarters we expect to increase  our
marketing and sales expenditures to support the Campaign that is currently being
developed. In addition to direct advertising costs associated with the Campaign,
we expect to incur  additional  administrative  costs for the  management of the
Campaign  and  anticipate  that we will  require  additional  sales and customer
support personnel to handle our anticipated growth.

We have incurred and will continue to incur  additional  expenses related to our
public

                                       7

<PAGE>

status,  including  accounting and audit fees,  SEC filing fees,  transfer agent
costs, legal fees and investor relations.

Equipment  costs are not expected to increase  significantly  until later in the
current  fiscal  year,  when we  expect  we will  need to  establish  additional
clusters of computers in North America and/or abroad to meet the expected growth
in usage of the Netword System following implementation of the Campaign.

Liquidity and Capital Resources

Our $2,489,865 cash balance at March 31, 2000 was increased during April 2000 by
the $1,650,000 proceeds from the exercise of the Reg S Warrants.  Based upon our
current  operations it is unlikely that additional funds will be required during
the next twelve  months.  Our ability to increase funds for the Campaign will be
dependent  upon  additional  funding  from  revenues  and/or  external  sources,
including the sale of equity.

Forward Looking Statements

Some of the  statements  in  this  10-QSB  that  are not  historical  facts  are
forward-looking statements.  Forward-looking statements can be identified by the
use of  words  such  as  estimates,  projects,  anticipates,  expects,  intends,
believes or the negative thereof or other  variations  thereon or by discussions
of strategy  that involve risks and  uncertainties.  We caution you that all the
forward-looking  statements  contained  in this  10-QSB are only  estimates  and
predictions.  Our actual results could differ  materially from those anticipated
in the forward-looking  statements due to risks,  uncertainties or actual events
differing  from  the  assumptions   underlying  these  statements.   The  risks,
uncertainties and assumptions  include,  but are not limited to, those discussed
in this 10-QSB.

                                       8

<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

               No  new  litigation  and  no  new  developments  with  regard  to
               previously existing litigation.

Item 2.  Changes in Securities

               None

Item 3.  Defaults upon Senior Securities

               None

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

               None

Item 5.  Other Information

               On March  24,  2000 the U.S.  Patent  Office  issued a Notice  of
               Allowance to us for a second  patent on the Netword  System.  The
               new  patent  includes  a  centralized   mechanism  to  store  and
               instantaneously  resolve Networds for any Internet resource,  and
               client  software  to make  Networds  accessible  from all leading
               browsers,

Item 6.  Exhibits and Reports on Form 8-K

         a) Exhibits:

               3.1(1) Certificate of Incorporation of Netword, Inc.

               3.2(1) Bylaws of Netword, Inc.

               4.1(1) Stock option plan of Netword, Inc.

               4.2(1) Form of award letter for optionees

              10.1(1) Contract  regarding  assignment of  trademarks  and trade
                      names "Netword" and "Netword, Inc."

              10.2(1) Internet Data Center Services  Agreement between Netword,
                      Inc. and

                                       9

<PAGE>

                      Exodus Communications, Inc.

              10.3(1) Agreement dated September 29, 1999 between Netword,  Inc.
                      and Net2Phone, Inc.

              10.4(1) Agreement dated as of November 12, 1999 between  Netword,
                      Inc. and Nettaxi Online Communities, Inc.

(1)  Filed as an  Exhibit  to  Netword's  registration  statement  on Form  SB-1
     (Commission File No. 333-86873) and incorporated herein by reference.

     b)   Reports on Form 8-K:

               None

                                       10

<PAGE>


                                S I G N A T U R E

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.

Dated: May 11, 2000

                                  Netword, Inc.
                                  (Registrant)


                                  By: /s/ Murray M. Rubin
                                  Name: Murray M. Rubin
                                  Title: Treasurer and Chief Financial Officer
                                  (Principal Financial Officer and Officer Duly
                                   Authorized to Sign on behalf of Registrant)

                                       11