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: June 30, 2001

[ ]             TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE
                                  EXCHANGE ACT
         For the transition period from ______________ to ________________

                         Commission file number 0-29260

                          TIMEBEAT.COM ENTERPRISES INC.
        (Exact name of small business issuer as specified in its charter)




                 NEVADA                                  86-1040643
     (State or other jurisdiction of                   (IRS Employer
      incorporation or organization)                 Identification No.)


                     P.O. BOX 9, PAYSON, ARIZONA 85547-0009
                    (Address of principal executive offices)

                                 (520) 474-9151
                           (Issuer's telephone number)

  580 HORNBY STREET, SUITE 200, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3B6
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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   No   X

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date:

             17,999,370 SHARES OF COMMON STOCK, NO PAR VALUE, AS OF
                                 OCTOBER 2, 2001

 Transitional Small Business Disclosure Format (check one);  Yes       No   X
                                                                 -----    -----


<PAGE>


                          TIMEBEAT.COM ENTERPRISES INC.

                                      INDEX

PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Consolidated Balance Sheets

              Consolidated Statements of Operations and Deficit

              Consolidated Statements of Cash Flow

              Notes to Consolidated Financial Statements

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


PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item 2.  Changes in Securities

     Item 3.  Defaults Upon Senior Securities

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

     Item 5.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K


PART III - SIGNATURES




                                       2


<PAGE>

                          TIMEBEAT.COM ENTERPRISES INC.
                           CONSOLIDATED BALANCE SHEETS
                                (IN U.S. DOLLARS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                         JUNE 30,                 MARCH 31,
                                                                           2001                      2001
                                                                   ---------------------     ---------------------
<S>                                                                <C>                       <C>
ASSETS

Current assets:
   Cash and cash equivalents                                       $           33,774        $           35,044
   Accounts receivable                                                          2,605                    70,333
   Due from related parties (Note 4a)                                          50,522                    74,454
   Prepaid Expenses                                                             1,496                     1,250
   Inventory                                                                  184,715                   182,546
                                                                   ---------------------     ---------------------
         Total current assets                                                 273,112                   363,627

Restricted term deposits                                                       12,692                    12,692
Investment in Watchzone websites                                                3,500                     3,500
Capital Assets, net                                                            21,743                    23,337
                                                                   ---------------------     ---------------------

TOTAL ASSETS                                                       $          311,047        $          403,156
                                                                   =====================     =====================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued liabilities                        $          162,784        $          168,391
   Due to related parties (Note 4b)                                            21,048                   106,445
   Share subscription received                                                  3,000                    40,041
                                                                   ---------------------     ---------------------
         Total current liabilities                                            186,832                   314,877

Stockholders' equity:
   Common stock, no par value, 100,000,000 shares
   Authorized, 17,016,204 and 16,511,204 shares
   Issued and outstanding at June 30, 2001 and
   March 31, 2001 respectively (Note 5)                                     9,532,799                 9,381,299
   Compensation on granting and re-pricing
   of Stock Options                                                         3,241,986                 3,206,277
   Revaluation of shares released from escrow                                 692,529                   692,529
   Compensation expense on issuance of warrants                               540,625                   518,220

   Deficit                                                                (13,883,724)              (13,710,046)
                                                                   ---------------------     ---------------------
          Total stockholders' equity                                          124,215                    88,279
                                                                   ---------------------     ---------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $          311,047        $          403,156
                                                                   =====================     =====================
</TABLE>

                                       3

<PAGE>


                          TIMEBEAT.COM ENTERPRISES INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                                (IN U.S. DOLLARS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                            THREE MONTHS ENDED JUNE 30,
                                                                          2001                       2000
                                                                 -----------------------    -----------------------
<S>                                                              <C>                        <C>

SALES                                                            $            4,690         $            9,205

Cost of goods sold                                                            2,980                      6,944
                                                                 -----------------------    -----------------------

GROSS PROFIT                                                                  1,710                      2,261
                                                                 -----------------------    -----------------------

EXPENSES
  Advertising                                                                 1,750                     18,424
  Amortization                                                                1,594                      1,833
  Management and consulting fees                                             50,679                     28,054
  Foreign exchange (gain) loss                                                1,520                     (2,674)
  Interest and bank charges                                                     646                         77
  Professional fees                                                          29,075                      2,691
  Office, secretarial and administration                                      1,645                      2,705
  Rent                                                                        6,615                      8,322
  Salaries and wages                                                         13,398                     22,235
  Shareholder information and investor relations                              2,865                     21,045
  Telephone, fax and utilities                                                6,996                      7,482
  Transfer agent and regulatory fees                                            810                      1,103
  Mineral exploration                                                             -                     11,161
  Stock based compensation                                                   58,114                     29,405
                                                                 -----------------------    -----------------------

TOTAL EXPENSES                                                              175,707                    151,863
                                                                 -----------------------    -----------------------

Loss before interest income                                                (173,997)                  (149,602)
   Interest income                                                              319                        630
                                                                 -----------------------    -----------------------

LOSS FOR THE PERIOD                                                        (173,678)                  (148,972)

Deficit, beginning of period                                            (13,710,046)               (12,263,875)

Deficit, end of period                                           $      (13,883,724)        $      (12,412,847)
                                                                 =======================    =======================

LOSS PER SHARE, BASIC AND DILUTED                                $            (0.01)        $            (0.01)
                                                                 =======================    =======================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                            16,611,094                 16,217,202
                                                                 =======================    =======================
</TABLE>

                                       4


<PAGE>


                          TIMEBEAT.COM ENTERPRISES INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN U.S. DOLLARS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                 THREE MONTHS ENDED JUNE 30,
                                                                               2001                     2000
                                                                        -------------------       ------------------
<S>                                                                     <C>                       <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Loss for the period                                                  $         (173,678)       $       (148,972)
   Adjustments to reconcile net loss to net cash used
   in operating activities:
        Stock based compensation                                                    58,114                  29,405
        Amortization                                                                 1,594                   1,833
   Changes in working capital items:
        Accounts receivable                                                         67,728                  27,229
        Due from related parties                                                    23,932                       -
        Prepaid expenses                                                              (247)                   (201)
        Inventory                                                                   (2,169)                  1,002
        Accounts payable and accrued liabilities                                    (5,606)                  4,845
        Due to related parties                                                     (85,397)                      -
                                                                        -------------------       ------------------
NET CASH USED IN OPERATING ACTIVITIES                                             (115,729)                (84,859)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds on issuance of common shares                                          114,459                       -
                                                                        -------------------       ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                          114,459                       -

CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of capital assets                                                        -                  (3,498)
    Restricted term deposits                                                             -                   2,420
                                                                        -------------------       ------------------
NET CASH USED IN INVESTING ACTIVITIES                                                    -                  (1,078)

DECREASE  IN CASH AND CASH EQUIVALENTS                                              (1,270)                (85,937)

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                            35,044                 592,402
                                                                        ===================       ==================
     End of period                                                      $           33,774        $        506,465
                                                                        ===================       ==================


====================================================================================================================
CASH PAID DURING THE PERIOD FOR:
         Interest                                                       $                -        $              -
          Income Taxes                                                  $                -        $              -
====================================================================================================================
</TABLE>

Supplemental disclosure for non-cash financing and investing activities:

During the  three month period ended June 30, 2001, the Company issued shares of
common stock  totaling  $37,041 in exchange  for share subscriptions received in
advance  of $37,041.  There were no significant non-cash  financing or investing
activities during the period ended June 30, 2000.



                                       5
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2001
--------------------------------------------------------------------------------

1.       NATURE OF OPERATIONS

         The  Company was  incorporated on  May 23, 1985  under the  laws of the
         Province of British Columbia, Canada and subsequently  continued to the
         Yukon Territory, Canada in September  of 1999 and  further continued to
         the state of  Nevada  on  October 16,  2001.  The  Company's  principal
         business activity includes the operation of e-commerce retail web-sites
         specializing  in sales of watches, fine jewelry as well as clothing and
         related products for teens and young adults.

         In the opinion  of management, the  accompanying consolidated financial
         statements contain all adjustments necessary (consisting only of normal
         recurring  accruals)  to  present  fairly  the  financial   information
         contained  therein.  These statements  do not  include all  disclosures
         required by  United States generally accepted accounting principles and
         should be read  in conjunction  with the audited consolidated financial
         statements of  the Company for  the  year  ended  March 31,  2001.  The
         results of operations for  the three-month  period ended  June 30, 2001
         are  not necessarily  indicative of  the results to be expected for the
         year ending March 31, 2002.

2.       GOING CONCERN

         These   consolidated  financial   statements  have  been  prepared   in
         conformity with United States generally accepted accounting principles,
         with the assumption that the Company will be able to realize its assets
         and discharge its liabilities in the normal  course of business  rather
         than through a process  of forced liquidation.  Continued operations of
         the Company are dependent on the Company's ability to receive continued
         financial  support,  complete  public  equity  financing,  or  generate
         profitable  operations  in the future.  It is management's plan to seek
         additional capital through equity financings.

         =======================================================================
                                                 June 30,          March 31,
                                                   2001              2001
         -----------------------------------------------------------------------

         Deficit                              $(13,883,724)     $(13,710,046)
         Working capital                            86,280            48,750
         =======================================================================

3.   BASIS OF PRESENTATION

         Effective   April  1,  2001,   the  Company   commenced  preparing  its
         consolidated  financial  statements in  conformity  with United  States
         generally accepted accounting principles ("U.S. GAAP"). Previously, the
         Company  had  prepared  its  statements  in  accordance  with  Canadian
         generally accepted accounting principles ("Cdn GAAP") with notes to the
         financial statements outlining significant differences between Canadian
         and  United States reporting  policies, including schedules reconciling
         the balance sheet, operations, deficit and cash flow information. These
         consolidated  financial statements  should be read in  conjunction with
         the Company's  audited consolidated  financial  statements for the year
         ended March 31, 2001.


                                       6
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2001
--------------------------------------------------------------------------------

3.       BASIS OF PRESENTATION (cont'd...)

         The significant differences between Cdn and U.S. GAAP that impact these
         consolidated financial statements are as follows:

         STOCK BASED COMPENSATION

         The  United  States  Financial  Accounting  Standards Board  has issued
         Statement   of  Financial   Accounting  Standards   ("SFAS")  No.  123,
         "Accounting for Stock Based Compensation"  and the Emerging Issues Task
         Force  Consensus in Issue No.  96-18  ("EITF 96-18"),  "Accounting  for
         Equity  Instruments  that  are  Issued  to  Other  Than  Employees  for
         Acquiring  or in Conjunction  with  Selling, Goods or  Services", which
         became effective  for fiscal  years beginning  after December 15, 1995.
         This  statement requires  the Company to establish  a fair market value
         based method of accounting for stock based compensation plans. In 1996,
         for United States reporting purposes, the Company  adopted SFAS No. 123
         and EITF 96-18 in accounting for its stock option plan. Cdn GAAP do not
         require the reporting  of any stock based  compensation  expense in the
         Company's consolidated financial statements.

         MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS

         Under  Cdn GAAP, the mineral properties and deferred exploration costs,
         including  prospecting  and acquisition  costs, are carried at cost and
         written down if  the  properties  are abandoned,  sold or if management
         decides  not to pursue  the properties.  Under  U.S. GAAP, acquisition,
         exploration and prospecting  costs are charged to expense  as incurred,
         as are development  costs for projects not yet determined by management
         to be  commercially feasible.  Expenditures  for mine  development  are
         capitalized when the  properties are  determined  to have  economically
         recoverable  proven reserves  but are not yet producing at a commercial
         level.  Prior to commencing commercial  production, revenue relating to
         development ore, net of mining costs associated with its production, is
         offset against mine development costs.  Mine development costs incurred
         to   access   reserves   on   producing   mines  are  also capitalized.
         Capitalization of all exploration, development, and acquisition  costs,
         commences once the Company identifies proven and probable reserves that
         relate to specific properties.

         Mining  projects and  properties are  reviewed for  impairment whenever
         events or changes in circumstances indicate that the carrying amount of
         these assets  may not be  recoverable.  If estimated future  cash flows
         expected to result from  the use of the mining project  or property and
         its  eventual disposition  are less  than the  carrying  amount of  the
         mining project or property, an impairment is  recognized based upon the
         estimated  fair value of  the mining  project  or property.  Fair value
         generally  is based  on the present  value of estimated future net cash
         flows for each mining project or property,  calculated using  estimates
         of proven  and probable mineable  reserves,  future  prices,  operating
         costs, capital requirements and reclamation costs.



                                       7
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2001
--------------------------------------------------------------------------------


3.       BASIS OF PRESENTATION (cont'd...)

         ACCOUNTING  FOR  IMPAIRMENT  OF LONG-LIVED ASSETS  AND  FOR  LONG-LIVED
         ASSETS TO BE DISPOSED OF

         For United  States reporting purposes, the Company has adopted SFAS No.
         121,  "Accounting  for the  Impairment  of  Long-Lived  Assets  and for
         Long-Lived  Assets  to  be  Disposed of".  In the event that facts  and
         circumstances indicate that the carrying amount of the asset may not be
         recoverable  and an estimate of  future undiscounted cash flows is less
         than  the  carrying  amount of  the asset,  an impairment  loss will be
         recognized. Management's estimates  of gold prices,  recoverable proven
         and  probable  reserves, operating capital,  and reclamation  costs are
         subject to  certain  risks  and  uncertainties  which  may  affect  the
         recoverability of  the Company's  investment in  property,  plant,  and
         equipment.  Although management  has made  its  best estimate  of these
         factors based on  current conditions, it is possible that changes could
         occur  which could  adversely affect  management's estimate  of the net
         cash flow expected to be generated from its operations.

         FOREIGN CURRENCY TRANSLATION AND REPORTING CURRENCY

         Effective  April 1,  2000, the  Company adopted  the U.S. dollar as its
         reporting currency. Prior to this change,  the Canadian dollar had been
         used as the Company's reporting currency. Under Cdn GAAP, the Company's
         financial  position and  results of  operations and  cash flows for all
         periods  presented  through  to March  31, 2000  were  translated  from
         Canadian dollars to U.S. dollars  using the exchange  rate in effect at
         March 31, 2000.  Under U.S. GAAP, the financial position and results of
         operations  and cash flows for periods prior to the change in reporting
         currency  have been  translated to  U.S. dollars using the current rate
         method,  which  uses  specific  year  end  or specific  annual  average
         exchange rates as appropriate.

         All prior  period information presented in these consolidated financial
         statements has been  restated to  conform with  United States generally
         accepted  accounting principles.  The effect of the restatement  on the
         Company's comparative loss and loss per share is as follows:

<TABLE>
<CAPTION>
==============================================================================================
                                                                                  Three Month
                                                                                 Period Ended
                                                                                June 30, 2000
----------------------------------------------------------------------------------------------
<S>                                                                          <C>

STATEMENT OF OPERATIONS AND DEFICIT
Loss under Cdn GAAP                                                          $      (108,406)
    Compensation expense on granting of stock options                                (29,405)
    Mineral properties                                                               (11,161)
                                                                             -----------------

Loss under U.S. GAAP                                                         $      (148,972)
==============================================================================================

Weighted average number of shares outstanding under Cdn GAAP                      16,217,202
==============================================================================================

Basic and diluted loss per share under Cdn GAAP                              $         (0.01)
==============================================================================================
</TABLE>


                                       8
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2001
--------------------------------------------------------------------------------



3.       BASIS OF PRESENTATION (cont'd...)

         The  weighted  average number  of shares  outstanding does  not include
         400,285  warrants  and  2,911,000  stock options  outstanding as  their
         effect would be anti-dilutive.

         NEW ACCOUNTING PRONOUNCEMENTS

         In  June  2001,  the  Financial  Accounting  Standards  Board  ("FASB")
         approved  the issuance of Statement  of Financial  Accounting Standards
         No. 141   ("SFAS  141"),  "Business  Combinations"  and  Statement   of
         Financial  Accounting  Standards  No. 142  ("SFAS 142"), "Goodwill  and
         Other   Intangible  Assets".  SFAS  141  requires  that  all   business
         combinations be accounted for  using the purchase method  of accounting
         making the  use of the pooling-of-interest  method prohibited. SFAS 141
         is  effective for  business combinations completed after June 30, 2001.
         SFAS 142  addresses the accounting  for all purchased intangible assets
         but  not  the accounting  for internally  developed  intangible assets.
         Goodwill  will  no  longer  be  amortized  but  will  be  reviewed  for
         impairment  in accordance  with SFAS 142.   SFAS 142  is effective  for
         fiscal  years  beginning  after  December 15, 2001.  Early adoption  is
         permitted for  entities with fiscal  years  beginning  after  March 15,
         2001.

         In July  2001, FASB issued  Statement of Financial Accounting Standards
         No. 143 ("SFAS 143") "Accounting for Asset Retirement Obligations" that
         records the fair value of the  liability for  closure and removal costs
         associated with the legal obligations upon retirement or removal of any
         tangible  long-lived  assets.  The initial recognition of the liability
         will be  capitalized as part of the asset cost and depreciated over its
         estimated  useful life.  SFAS 143 is required  to be adopted  effective
         January 1, 2003.

         In August 2001, FASB issued Statement of Financial Accounting Standards
         No. 144  ("SFAS 144") "Accounting  for the  Impairment or  Disposal  of
         Long-Lived Assets" that supersedes  Statement  of Financial  Accounting
         Standards  No. 121  "Accounting  for  the  Impairment  or  Disposal  of
         Long-Lived Assets and for Long-Lived  Assets to  Be Disposed Of."  SFAS
         144 is required to be adopted effective January 1, 2002.

         The  adoption of  these new  pronouncements is  not expected  to have a
         material  effect  on the  Company's  financial position  or results  of
         operations.




                                       9
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2001
--------------------------------------------------------------------------------


4.   RELATED PARTY TRANSACTIONS


     A)   Due from related parties consists of the following:

<TABLE>
<CAPTION>
     ==============================================================================================
                                                                        June 30,         March 31,
                                                                          2001             2001
     ----------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>

      Due from a director                                             $    5,880       $    3,000
      Due from a company controlled by a director                          5,272           32,084
      Due from a company subject to significant
      influence by a director                                             39,370           39,370
                                                                      -----------      ------------
                                                                      $   50,522       $   74,454
      =============================================================================================

      B)  Due to related parties consists of the following:

      =============================================================================================
                                                                        June 30,         March 31,
                                                                          2001             2001
      ---------------------------------------------------------------------------------------------

      Due to directors                                                $    3,118       $    1,988
      Due to companies controlled by directors
      and persons related to directors                                     6,000           65,017
      Due to a company subject to significant
      influence by a director                                             11,930           39,440
                                                                      -----------      ------------

                                                                      $   21,048       $  106,445
      =============================================================================================

      C)   Expenses  during the three-month periods ended June 30, 2001 and 2000
           respectively  include  the  following  amounts  paid  or  accrued  to
           directors and companies  controlled by directors and former directors
           or persons related to directors:

         ==========================================================================================
                                                                          2001             2000
         ------------------------------------------------------------------------------------------

         Management and consulting fees                               $   26,020       $   18,950
         Rent                                                              3,000            6,600
                                                                      -----------      ------------

                                                                      $   29,020       $   25,550
         ==========================================================================================
</TABLE>


                                       10
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2001
--------------------------------------------------------------------------------


4.   RELATED PARTY TRANSACTIONS (cont'd)

     D)  The  Company's  watch and  jewelry  website is  operated  by a  company
         controlled  by  a director  and  officer  of  the Company.  Significant
         transactions  with this  company during  the three-month  periods ended
         June 30, 2001 and 2000 respectively are as follows:

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

                                                      2001             2000
         -----------------------------------------------------------------------

         Sales                                    $   2,630       $    9,205
         Purchases                                    3,030            6,944
         Rent                                         1,500            6,000
         Wages                                        1,981           22,235
         =======================================================================

         Amounts payable and receivable from this  company are included in notes
         (a) and (b) above.

         These  transactions  are in the  normal course  of operations  and  are
         measured at the exchange  amount, which is the amount  of consideration
         established and agreed to by the related parties.

5.   COMMON STOCK

     On  June 13, 2001,  the Company  issued 505,000  units pursuant  to private
     placement  agreements at $0.30  per unit  for total  proceeds of  $151,500.
     Each unit  consists of one  share of common stock  and one non-transferable
     share purchase warrant.  Each warrant  entitles the holder  to purchase one
     share of common stock  of the Company  at a price of  $0.30 per share until
     January 12, 2002, and at $0.375 until January 12, 2003.

     A)  WARRANTS

     The  following  is a  summary of  the  status of  share  purchase  warrants
     outstanding at June 30, 2001:

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

           Number                    Exercise
        of Shares                       Price               Expiry Date
--------------------------------------------------------------------------------

          400,285                 CDN$ 1.0300               Nov. 12, 2001
          794,002                  US$ 0.3000               January 12, 2002
                             then at $ 0.3750               January 12, 2003
          760,000                    $ 0.7500               July 10, 2005
          144,000                    $ 0.7500               July 10, 2005
           90,400                    $ 0.3438               April 10, 2006
================================================================================

                                       11

<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2001
--------------------------------------------------------------------------------


5.       COMMON STOCK (cont'd)

         B) STOCK OPTION PLAN

         During  the year ended  March 31, 2000 the  Company established a share
         purchase option  plan (the "Plan")  whereby the board of directors may,
         from time to time, grant options aggregating  up to 2,750,000 shares of
         the  Company to  directors,  officers, employees  or consultants.   The
         number of  options available under  the plan was increased to 3,200,000
         in  the year  ended  March 31, 2001.   The maximum  term of any  option
         granted is five years or less.

         During  the  three months  ended  June 30, 2001,  the  Company  granted
         options to a third party consultant to acquire 101,500  shares pursuant
         to the Plan.

         Options  to  acquire  common  shares  that have  been  granted and  are
         outstanding at June 30, 2001  to employees,  consultants,  officers and
         directors of the Company are as follows:

================================================================================
                Number            Exercise
             of Shares               Price                 Expiry Date
--------------------------------------------------------------------------------

               100,000          CDN $ 0.77                 March 5, 2003
               304,000                0.77                 March 8, 2004
                50,000                1.03                 June 1, 2004
               300,000                0.76                 August 16, 2004
               731,000                0.76                 September 30, 2004
               117,000                1.10                 December 15, 2004
                50,000                0.76                 May 5, 2005
                80,000                0.76                 May 19, 2005
                50,000                1.15                 June 15, 2005
                75,000                0.56                 October 15 2005
                64,000          US $  0.22                 September 30, 2004
                   500                0.37                 March 31, 2006
               101,000                0.51                 March 31, 2006
               -------

             2,022,500
================================================================================

         As  at  June  30, 2001,  options  to  purchase  up to  1,177,500 shares
         remained available to be granted under the Plan.


                                       12
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2001
--------------------------------------------------------------------------------


5.       COMMON STOCK (cont'd)

         C)  STOCK BASED COMPENSATION

         The  following is  a summary of stock  option activity during the three
         month period ended June 30, 2001.

================================================================================
                                                     Number     Weighted Average
                                                       of        Exercise Price
                                                     Shares
--------------------------------------------------------------------------------
Outstanding at March 31, 2001                      1,921,000        $  0.53
                                                 ============

Granted                                              101,500        $  0.51
Cancelled on repricing                               (64,000)          0.52
Re-issued on repricing                                64,000           0.22
                                                 ------------

Outstanding at June 30, 2001                       2,022,500        $  0.50
                                                 ------------

Exercisable at June 30, 2001                       1,428,167        $  0.51
                                                 ============

Weighted average fair value of options granted                      $  0.27
during the three  month period ended June 30, 2001
================================================================================

         The  Company granted  101,500 options to third party consultants during
         the   three-month  period   ended  June  30,  2001.   The   stock-based
         compensation  recognized using  the  Black Scholes Option Pricing Model
         was  $29,568.   The  amount  expensed  for  stock  options  during  the
         three-month period ended  June 30, 2001  was $35,709  (during the three
         month period  ended June 30, 2000 - $29,405).  A balance of $203,464 is
         to be amortized to expense over  the remaining term of consultants' and
         employees' services which range over a period of three years.

         The  company issued 90,400  warrants to third  party consultants during
         the three  month period  ended June 30, 2001.  Accordingly, stock based
         compensation expense recognized  for the issuance of the warrants using
         the Black Scholes Option-Pricing Model was $22,405.

         The Company  uses the Black  Scholes Option  Pricing Model to determine
         the fair value of stock  options and warrants at the issuance date.  In
         determining the fair value the following assumptions were used:

                                           June 30        March 31
                                           2001           2001
                                        ----------------------------
            Risk free interest rate        5.07%          6.41%
            Expected life                  3 years        3 years
            Expected volatility            168.78%        123% - 227%


                                       13

<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2001
--------------------------------------------------------------------------------



6.       SEGMENTED INFORMATION

         The  Company  has two  business segments,  the  business  of  exploring
         mineral properties,  which is located  in British  Columbia, Canada and
         the business of selling and repairing jewelry, watches and clothing and
         related  products through  e-commerce  retail websites  located in  the
         United States of America.

         Segmented information comprises the following:

<TABLE>
<CAPTION>
===============================================================================================================

                                                                    CANADA            U.S.A.           TOTAL
---------------------------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>               <C>

Capital assets                                                   $    3,912       $    17,831       $   21,743
Total assets                                                         25,300           285,747          311,047
Sales                                                                     -             4,690            4,690
Interest income                                                         319                 -              319
Deferred exploration and acquisition costs written off                    -                 -                -
Loss                                                                112,834            60,844          173,678
===============================================================================================================
</TABLE>

7.   CONTINGENCIES AND COMMITMENTS

     (a)  A  joint claim  for  $27,454  (CDN$42,310) (March  31,  2001;  $61,522
          (CDN$89,448)) has been made against the  Company for mineral  property
          work. The Company has accrued $24,703 (CDN$35,000) for the claim.  The
          amount  of any additional  loss cannot be determined.   Accordingly no
          additional amount has been  accrued in the  financial statements.  Any
          additional amount  will be accounted  for in the period  in which  the
          loss, if any, can reasonably be estimated.

     (b)  At  present the  Company  is not  aware of  any  liability related  to
          environmental protection and rehabilitation costs. However, due to the
          nature  of the Company's  business  there is no  assurance  that  such
          liability will not arise in the future.

     (c)  A claim of $14,449 (CDN$21,008) has been made  against the Company for
          rent at a previous office premises. The Company disputes the claim and
          no amount has  been accrued in the  financial statements.  The outcome
          of the claim and amount of any loss is not determinable.

     (d)  On October 19, 2000 the Company passed various  resolutions related to
          investment  agreements  with Swartz  Private  Equity  LLC for  raising
          proceeds through share issuance of up to $25 million  over a period of
          three  years.  The agreements, which  were amended on  March 30, 2001,
          contain conditions  that the Company  meet certain listing and pricing
          requirements.  Funds will be  made  available subject  to the  Company
          meeting  certain  conditions  including  a change  of domicile to  the
          United  States.  As  consideration,  the Company  granted warrants  to
          purchase 760,000  and 144,000 shares  exercisable  at $0.75  per share
          until  July 10, 2005,  and 90,400  shares exercisable  at $0.3438  per
          share until April 10, 2002.


                                       14

<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2001
--------------------------------------------------------------------------------


8.       SUBSEQUENT EVENTS

         (a)  The  company  granted  an officer  200,000  stock  options  at  an
              exercise price of $0.32 expiring 5 years from the date of grant.

         (b)  The  company  granted  a consultant  50,000  stock  options at  an
              exercise price of $0.38 expiring 5 years from the date of grant.

         (c)  On September 28, 2001 the Company issued 919,166 units pursuant to
              private placement agreements  at $US 0.30 per share.  Each unit is
              comprised of  one share and  one non-transferable  share  purchase
              option exercisable  at $0.30 until January 12, 2002 and at $0.3750
              until January 12, 2003.

         (d)  On October 16, 2001 the company completed its previously announced
              re-domicile of  incorporation from  the Yukon Territory, Canada to
              the State of Nevada in the United States of America.









                                       15

<PAGE>





ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS  OR PLAN OF OPERATION CURRENCY AND
        EXCHANGE RATES

Our financial statements were prepared in accordance with United States
generally accepted accounting principles ("US GAAP").

CAUTION

The following discussion contains trend information and other forward-looking
statements that involve a number of risks and uncertainties. Our actual future
results could differ materially from our historical results of operations and
those discussed in the forward-looking statements. All period references are for
the respective three-month periods ending June 30, 2001 and 2000.

OVERVIEW

We were incorporated in the Province of British Columbia, Canada on May 23,
1986. In June 1999, we re-incorporated in the Yukon Territory, Canada, and
changed our name from AGC Americas Gold Corp. to Timebeat.com Enterprises Inc.
On August 14, 2001 at a Special Meeting, our shareholders approved changing the
domicile of the company from Yukon Territory, Canada to the State of Nevada
which was completed on October 16, 2001.

In the past, we have had two separate business divisions mineral exploration and
Internet e-commerce. Previously we had undertaken mineral exploration primarily
for gold and silver worldwide, but we have been inactive on this front for a
number of years. We own and operate two Internet Web sites one of which caters
primarily to people who have an interest in fine watches, jewelry, high-end gift
and other luxury items while the other caters to teenage and young adults who
have an interest in fashion apparel, cosmetics, music and travel.

We have previously been in the business of acquiring, exploring, and if
warranted, developing mineral properties primarily located in British Columbia,
Canada. We have acquired and subsequently abandoned several mineral properties
in pursuit of our business. Our current mineral properties are not in production
and, consequently, we have no current operating income or cash flow from these
properties. We have expensed all exploration costs relating to our properties
and areas of geological interest. In early 1999, due to the price of minerals,
we chose to examine other business possibilities and have been inactive in
mineral exploration since with any expenditures incurred related to reclamation
work.

In March 1999, we entered the Internet and e-commerce business. We have
completed the development phase of our Internet e-commerce division. In November
1999, we launched our first Web site, www.timebeat.com. This is an e-commerce
Web site that markets and sells watches, jewelry, high-end gift items and other
luxury items. In December 1999, in order to increase content and awareness of
WWW.TIMEBEAT.COM, we acquired our second Web site, WWW.WATCHZONE.NET. This is an
informational Web site that allows consumers the ability to gather and exchange
information in chat forums and from existing publications, news and press
releases, manufacturer's literature, and product demonstrations and evaluations.

In May 2000, we began developing our new Web site called timebeat4teens.com.
This Web site is an e-commerce site that will sell jewelry, watches, music,
clothing and related items to the young adult market


                                       16

<PAGE>


age group between 10 to 24 years old. We believe that by cross promoting our Web
sites, we may be able to reach both parents and their children.

In June 2000, we launched our auction component of WWW.TIMEBEAT.COM that offers
an auction and authentication of timepieces, jewelry and special products. We
offer a twelve-month assurance guarantee for our buyers, which should increase
their confidence in making a purchase. We authenticate the products and issue a
certificate of authenticity on each purchase. Our buyers are able to review an
independent appraisal of the product being purchased on the auction site. If the
buyer is not satisfied at any time within 30 days from the date of purchase, a
full refund will be made.

In December 2000, we signed a licensing agreement with eBay (NASDAQ: EBAY), the
world's leading online trading community. eBay users will be able to access
content from our Web site WWW.WATCHZONE.NET. We are hopeful this will result in
an increased number of visitors to our Web site.

We have been receiving merchandise for WWW.TIMEBEAT4TEENS.COM, and the
merchandise has been entered into inventory. An account with UPS has been
established and software has been provided as well. A merchant account has been
approved and is operational allowing customers to make purchases by credit
cards. Timebeat4teens.com has also established relationships with various teen
magazines that will assist us in the marketing of our unique site. The
Timebeat4teens website became fully operational in June of 2001. The Web site is
database driven.

We have only generated minimal revenues since our inception in 1986. As of June
30, 2001, we have an accumulated deficit of $13,883,724. We have suffered
significant losses from operations, require additional financing, and need to
continue our exploration activities and the development of our Internet
e-commerce businesses. Ultimately we need to generate sufficient revenues and
successfully attain profitable operations. Our present business operations do
not generate sufficient revenues to cover our expenses. We cannot provide
assurance that our business operations will be able to do so.

RESULTS OF OPERATIONS

We incurred a net loss of $173,678 for the three months ended June 30, 2001, as
compared to a net loss of $148,972 for the three months ended June 30, 2000. Our
revenues were $4,690 for the three months ended June 30, 2001 as compared with
revenues of $9,205 for the three-month period ending June 30, 2000. The revenues
were generated from sales in our Internet operations, and are net of sales or
promotional discounts. Revenue from the sale of products offered on both the
Timebeat4teens and Timebeat websites is recognized when the goods are shipped
and received. The cost of goods sold related to these revenues was $2,980
leaving a gross margin of $1,710 as compared to a cost of goods sold of $6,944
and a gross margin of $2,261 for the three months ended June 30, 2000. This
decrease is attributable to reduced watch and jewelry sales due to slower
overall economic conditions and the Timebeat4teens site being very much at the
start up phase with traffic just starting to build. The cost of goods sold
consisted primarily of the cost of the products, and included such items as
inbound and outbound shipping costs. Cost of goods sold is comprised exclusively
of the acquisition cost of the merchandise sold inclusive of any import duties.
Our inventory is valued at the lower of cost and net realizable value. In
addition, we generated interest income of $319. For the comparable period in
2000, we generated interest income of $630. The decrease is attributable to the
cash balances being marginally lower during a period of lower interest rates
decreasing interest income.


                                       17

<PAGE>


Our expenses were $175,707 for the three months ended June 30, 2001, as compared
to $151,863 for the three months ended June 30, 2000. The increase in expenses
is partially attributable to an increase in stock based compensation from
$29,405 to $58,114 which are partially offset by decreased shareholder
information costs that decreased from $21,045 to $2,865. In accordance with
certain United States Financial Accounting Standards Board accounting standards,
we are required to establish a fair market value based method of accounting for
stock option compensation plans. We use the Black Scholes Option Pricing Model
to determine the fair market value of employee stock options and other security
based compensation. In the three months ended June 2000, all stock based
compensation was related to the grant of incentive stock options whereas for the
three months ending June 2001, the stock based compensation included both
incentive warrants and stock options.

We expense Web site development expenditures in the year incurred. The increased
expenditures were due to the maintaining of two web sites (WWW.TIMEBEAT.COM and
WWW.WATCHZONE.NET) and the design and maintenance of a third site at
WWW.TIMEBEAT4TEENS.COM compared to only one site in 1999. This expense is
reflected in higher management and consulting fees, which increased from $28,054
in 2000 to $50,679 in 2001. With the timebeat4teens website now fully
operational, no further increase in consulting and management fees is forecast.
Professional Fees are comprised primarily of legal fees. Professional Fees
increased from $2,691 in June 2000 to $29,075 in June 2001 as we incurred
additional legal fees related to the shareholder approval process and other work
related to moving the incorporation of the company from the Yukon Territory
Canada to the State of Nevada and other efforts related to the US and the
$25,000,000 equity line. The trend for higher legal fees is not expected to
continue beyond December 2001 as all filings related to the equity line of
credit should be completed and we have completed the change of legal domicile to
the United States.

ANTICIPATED TRENDS

Due to our limited operating history and the seasonality of our sales, we are
unable to estimate future sales or trends at this time with any reasonable
degree of certainty.

LIQUIDITY

During the three months ended June 30, 2001, we used cash of $115,729 for our
operating activities, as compared to $84,859 for the period in 2000. The
decrease in the amount of cash used in operating activities was attributable
primarily to decreased accounts payable. We received proceeds of $114,459 from
the issuance of our common stock during the three months ended June 30, 2001as
compared to no proceeds during the three-month period ended June 30, 2000 when
we raised no funds from financing. Our cash for investing activities was nil for
the current period, as compared to $(1,078) for the period in 2000. At June 30,
2001 we had working capital of $86,280 as compared to $48,750 at March 31, 2001.
The increase in working capital was primarily caused by reduction in accounts
payable of and accrued liabilities from $168,390 to $162,784 and a reduction in
payables due to related parties from $106,445 to $21,048. Collectively the
reduction in these payables totaled $91,003.

FINANCIAL CONDITION

Our total assets decreased from $403,156 at March 31, 2001 to $311,047 at June
30, 2001. The decrease was primarily attributable to the decrease in accounts
receivable that was consumed in operations. Our stockholders' equity increased
due to decrease in liabilities partially offset by an increase in the
accumulated deficit that increased by the amount of our loss for the three
months ended June 30, 2001.

                                       18

<PAGE>


CAPITAL ASSETS

Our capital assets are recorded at cost and are amortized over their estimated
useful lives. We use a declining balance method per annum as follows: office
equipment 30%, computer equipment 30%, and computer software 30%. For the three
months ended June 30, 2001, our capital assets had a total net book value of
$21,743.

SEASONALITY

The sale of fine watches, jewelry, high-end gift and other luxury items is
seasonal in nature, with cash flows typically peaking in the fall and winter
months and reaching their lows in the summer and spring months. Similar sales
patterns are expected for the Timebeat4teens site. We expect future sales to
follow this pattern. Accordingly, comparisons of quarterly information of our
results of operations may not be indicative of our overall performance.

PLAN OF OPERATION MINERAL EXPLORATION.

We have no foreseeable plans for our properties other than to maintain the
leases and to carry out reclamation work. We anticipate retaining the services
of contractors and other third parties to assist us in our reclamation
activities. These contractors and other third parties generally use their own
equipment and labor and, therefore, we do not anticipate hiring any employees
for exploration activities during the next twelve months. While we do not
foresee any future exploration activities, if any are undertaken, they will be
subject to various federal, state and local environmental laws and regulations.
These laws and regulations govern the protection of the environment,
prospecting, exploration, development, production, taxes, labor standards,
occupational health, mine safety, toxic substances and other matters. Should we
undertake any exploration activities, we expect to be able to comply with these
laws and do not believe that compliance will have a material adverse effect on
our competitive position. Should an improved metals market cause us to
re-examine our position, we intend to obtain all licenses and permits required
by all applicable regulatory agencies in connection with our exploration and
reclamation activities. We intend to maintain standards of compliance consistent
with contemporary industry practice.

INTERNET WEB SITES.

During the fiscal year ended 2001, we entered into a number of agreements and
alliances which had a positive impact on our Web sites' traffic. To date,
however, they have not yet significantly impacted sales. We believe this may be
due in part to the seasonal nature of luxury items and because
www.watchzone.net, which generated most of the traffic, is not an e-commerce
site. For the next twelve months, we intend to focus our resources and efforts
on increasing sales and traffic on our Internet Web sites. At the timebeat.com
website will continue our efforts to provide superior service, extended product
warranties, establish a high placement with the various search engines, create
brand awareness with the intent to leverage that awareness by launching
additional Web sites, and to expand into other areas which may offer a higher
gross profit margin potential. In an effort to increase sales in the short-term,
we have completed our auction service to differentiate our Web site from other
luxury Web sites, which sell comparable items. We also believe that an auction
service will appeal to our existing customers. In the long-term, we will focus
on establishing additional strategic alliances and continuing our marketing and
advertising to accelerate the adoption of our brand name and services. We do not
expect to purchase any significant equipment during the next twelve months. At
the timebeat4teens website we will establish a high placement on search engines.

                                       19

<PAGE>


Subsequent to the end of the three-month period ending June 2001, we reached an
agreement with MTV to participate in The Real World/Road Rules Battle of the
Seasons show. Our logo and selected retail partners will be featured on-camera
as well as verbally mentioned by the shows hosts. The show is set to begin
production at the end of September 2001 and will begin airing on MTV in January
2002. It is one of the most watched shows on MTV, has been one of the more
popular series on MTV since it first aired 3 seasons ago and is broadcast to
over 70 million households in the U.S. Internationally MTV is broadcast to over
342 million households on its 16 stations in 140 countries. In conjunction with
the partnership, Timebeat4teens.com will also be featured on the Real World/Road
Rules Challenge website with a hyperlink to the Timebeat4teens.com site. The
Real World website (WWW.BUNIM-MURRAY.COM) currently receives 25,000 hits per
day, 6,000 of which are from unique users. This association with MTV is expected
to increase the traffic to the timebeat4teens website.

Additional marketing opportunities may be pursued if we grow during the next
twelve months and if we able to sell shares of our common stock to Swartz.

CHANGE OF DOMICILE

In August of 2001 we sought approval of the majority of our shareholders to
change our domicile from the Yukon Territory to the State of Wyoming, and
thereafter to the State of Nevada. Subsequent to the end of the period, we
completed the process and became a Nevada corporation. We believe there are
several reasons the change of domicile will prove positive for us. Under the
investment agreement with Swartz, we may issue and sell up to an aggregate of
US$25,000,000 of common stock from time to time during a three-year period.
Although we do not know the extent to which we will utilize this method of
financing, the investment agreement requires that we issue shares of common
stock prior to receiving payment. The corporate laws of the Yukon Territory do
not permit this, but the corporate laws of the State of Nevada permit it. In
addition, we no longer have a significant connection with Canada. Our operations
take place outside of Canada and the majority of our shareholders reside in the
United States. Also, we believe the change of domicile will improve our access
to the capital markets within the United States and should enhance our ability
to attract highly skilled employees.

ADDITIONAL FUNDING

As of June 30, 2001 we had a working capital surplus of $86,280. This amount
should increase as we completed a significant amount of reclamation work on the
mineral properties and expect the return of the majority of the restricted term
deposit of $20,000. Although we anticipate a minimal amount of work on our
exploration properties during the next twelve months, exploration and
reclamation are capital intensive. The cost to complete our objectives relating
to the Web sites and our ongoing operation costs are also extensive. For these
reasons, we believe we have sufficient working capital for the next few months.
As a result, we will need external financing implement our plan of operations.
On November 16, 2000, we entered into an investment agreement with Swartz
Private Equity, LLC. The investment agreement entitles us to issue and sell our
common stock from time to time for up to an aggregate of $25 million. This
financing allows us to issue common stock and warrants at our discretion as
often as monthly as funds are needed in amounts based upon certain market
conditions, and subject to an effective registration statement. The pricing of
each common stock sale is based upon current market prices at the time of each
drawdown, and we may set a floor price for the shares at our discretion. There
is no assurance that this financing arrangement will enable us to implement our
long-term growth strategy. Accordingly, our sources of financing are uncertain
if the desired proceeds from the Swartz equity


                                       20

<PAGE>


financing arrangement are not obtained. Our failure to obtain additional
financing when needed could result in delay or the indefinite postponement of
one or both of our business divisions and the possible loss of your entire
investment.

FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-QSB, our Annual Report on
Form 10-KSB for our fiscal year ended March 31, 2000, our Annual Report to
Shareholders, as well as statements made by us in periodic press releases, oral
statements made by our officials to analysts and shareholders in the course of
presentations about ourselves, constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Act of 1995. Such forward-
looking statements involve known and unknown risks, uncertainties, and other
factors that may cause the actual results, performance or achievements of us to
be materially different from any future results, performance or achievements
expressed or implied by the forward looking statements. Such factors include,
among other things, (1) general economic and business conditions; (2) interest
rate changes; (3) the relative stability of the debt and equity markets; (4)
competition; (5) the availability and cost of the products used in our Web
sites; (6) demographic changes; (7) government regulations particularly those
related to Internet commerce; (8) required accounting changes; (9) equipment
failures, power outages, or other events that may interrupt Internet
communications; (10) disputes or claims regarding our proprietary rights to our
software and intellectual property; and (11) other factors over which we have
little or no control.












                                       21

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES

         During  the  three (3)  months ended  June 30, 2001  we issued  505,000
         shares of our common stock  and 505,000 warrants  to purchase shares of
         common  stock  with an  exercise  price  of  US  $0.30  per share.   No
         underwriters  were  used.   Sales  were  made  in  reliance  upon   the
         exemption from registration contained in Section 4(2) of the Securities
         Act  of  1933, as all of  the purchasers were sophisticated financially
         and with respect to us. All of the purchasers were prior shareholders.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

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

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A)  EXHIBITS

   REGULATION
   S-B NUMBER                             EXHIBIT

       3.1         Certificate of Name Change and Ordinary and Special
                   Resolution (1)

       3.2         Certificate of Incorporation and Memorandum (1)

       4.1         VSE acceptance dated January 3, 1996 of Private Placement
                   announced October 25, 1994 (1)

       4.2         VSE acceptance dated January 9, 1996 of Private Placement
                   announced November 5, 1995 and November 23, 1996 (1)

       4.3         VSE acceptance dated June 6, 1997 of Private Placement
                   announced February 2, 1997 (1)

       4.4         Sample Purchase Warrants (1)



                                       22
<PAGE>

   REGULATION
   S-B NUMBER                             EXHIBIT

       4.5         Sample Purchase Options (1)

      10.1         Letter Agreement dated October 10, 1993 between the Company
                   and Energex Minerals Ltd. regarding the JD Property
                   (Amendment) (1)

      10.2         Agreement dated July 7, 1994 between the Company and
                   Floralynn Investments Ltd. (1)

      10.3         Letter Agreement dated September 30, 1994 between the Company
                   and Energex Minerals Ltd. (1)

      10.4         Letter Agreement dated April 13, 1995 between the Company and
                   David Ford (1)

      10.5         Consulting Agreement dated September 15, 1995 between the
                   Company and Founder's Group Management Ltd. (1)

      10.6         Agreement dated January 10, 1996 between the Company and
                   Energex Minerals Ltd. (1)

      10.7         Agreement dated June 14, 1996 between the Company and Energex
                   Minerals Ltd. (1)

      10.8         Agreement dated December 6, 1996 between the Company and
                   Cheni Resources Inc. and Meota Resources Corp. (1)

      10.9         Joint Venture Agreement dated August 1, 1997 between the
                   Company and Antares Mining and Exploration Corporation (1)

      10.10        Minerals Property Earn-In Agreement dated July 17, 1997
                   between the Company and Antares Mining and Exploration
                   Corporation (1)

      10.11        1994 Drilling Results (1)

      10.12        1995 Drilling Results (1)

      10.13        1996 Drilling Results (1)

      10.14        Maps of the Company's Properties (1)

      10.15        Flow-Through Funding and Renunciation Agreement dated May 10,
                   1996 between the Company and Henry A. Meyer (1)

      10.16        Flow-Through Funding and Renunciation Agreement dated May 10,
                   1996 between the Company and John Peterson (1)

      10.17        Flow-Through Funding and Renunciation Agreement dated May 10,
                   1996 between the Company and Kenneth A. Thompson (1)

      10.18        Flow-Through Funding and Renunciation Agreement dated
                   December 21, 1995 between the Company and Sandy Lynn
                   Gammon (1)

      10.19        Flow-Through Funding and Renunciation Agreement dated
                   December 21, 1995 between the Company and Lorraine
                   McWilliams (1)

      10.20        Flow-Through Funding and Renunciation Agreement dated
                   December 21, 1995 between the Company and Thomas Mitchell (1)


                                       23

<PAGE>

   REGULATION
   S-B NUMBER                             EXHIBIT

      10.21        Flow-Through Funding and Renunciation Agreement dated
                   December 21, 1995 between the Company and Janet Thompson (1)

      10.22        Flow-Through Funding and Renunciation Agreement dated
                   December 21, 1995 between the Company and Olza Tien (1)

      10.23        Stock Option Plan dated August 29, 1999 (3)

      10.24        Letter of Intent dated March 5, 1999, between the Company,
                   Watch Central Corporation and Timebeat.com Inc. (3)

      10.25        Agreement dated December 14, 1999 between the Company,
                   Watchzone.net Inc., the management of Watchzone.net Inc., and
                   Timebeat.com Inc. (3)

      10.26        Form of Investment Agreement between the Company and Swartz
                   Private Equity, LLC. (2)

      10.27        Timebeat.com Asset Acquisition Agreement of Watchzone.net and
                   Watchzone.tv, and Employment Agreement dated November 1,
                   2000 (3)

      10.28        Malaspina Consultants Inc. Term Sheet office lease dated
                   August 27, 1998 (3)

      10.29        Consulting Agreement with Palm Beach Consulting Corp. dated
                   February 25, 2001 (3)

      10.30        Amended and Restated Investment Agreement between the Company
                   and Swartz Private Equity dated April 10, 2001 (3)

      10.31        Amended and Restated Registration Rights Agreement between
                   the Company and Swartz Private Equity dated April 10, 2001(3)

      10.32        Form of Commitment Warrants (3)

      10.33        Amended and Restated Warrant Antidilution Agreement between
                   the Company and Swartz Private Equity dated April 10, 2001(3)

      10.34        Letter of Intent between Timebeat.com Enterprises Inc. and
                   Frontline Performance, Inc. dated April 12, 2001 (3)

      10.35        Consulting Agreement with Eureka Ventures Inc. dated January
                   1, 2001 (4)

      10.36        Consulting Agreement with Michele Albo dated June 1, 1999 (4)

---------------------
(1)    Incorporated by reference to our Annual Report on Form 20-F for the
       fiscal year ended March 31, 1999, file no. 0-29260.
(2)    Incorporated by reference to our Quarterly Report for the period ended
       September 30, 2000, file no. 0-29260.
(3)    Incorporated by reference to our Registration Statement on Form SB-2,
       file no. 0-29260.
(4)    Incorporated by reference to our Annual Report on Form 10-KSB for the
       fiscal year ended March 31, 2001, file no. 0-29260.


       (B)      REPORTS ON FORM 8-K:  None.




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<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  TIMEBEAT.COM ENTERPRISES INC.
                                  (Registrant)


Date:    November 30, 2001        By:   /s/ THOMAS L. CROM
                                     -------------------------------------------
                                        Thomas L. Crom, Corporate Secretary
                                        (Principal financial officer)













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