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


                                   FORM 10-QSB
                                AMENDMENT NO. 1


(Mark One)
[X]             QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                              EXCHANGE ACT OF 1934
         For the quarterly period ended: December 31, 2000

[ ]            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)

       TERRITORY OF YUKON                             NOT APPLICABLE
(State or other jurisdiction of                       (IRS Employer
 incorporation or organization)                     Identification No.)

    580 HORNBY STREET, SUITE 200, VANCOUVER, BRITISH COLUMBIA CANADA V6C 3B6
                    (Address of principal executive offices)

                                 (604) 689-4771
                           (Issuer's telephone number)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

             16,222,202 SHARES OF COMMON STOCK, NO PAR VALUE, AS OF
                                DECEMBER 31, 2000

  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

                  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


SIGNATURES

                                        2

<PAGE>



                          TIMEBEAT.COM ENTERPRISES INC.
                           CONSOLIDATED BALANCE SHEETS
                              (In Canadian Dollars)

<TABLE>
<CAPTION>
                                                                       December 31,           March 31,
                                                                           2000                 2000
                                                                       ------------         ------------
                                                                       (Unaudited)
<S>                                                                  <C>                   <C>

ASSETS

Current assets:
   Cash and cash equivalents                                         $    116,209          $     861,299
   Accounts receivable                                                    119,628                181,643
   Deposits in Trust                                                      117,016                    -0-
   Inventory                                                              203,110                121,906
                                                                      -----------           ------------

         Total current assets                                             555,963              1,164,848

Restricted term deposit                                                    20,000                205,000

Deferred exploration costs                                              5,286,823              4,947,942

Equipment, net                                                             42,275                 33,473
                                                                      -----------           ------------

         Total assets                                                $  5,905,061          $   6,351,263
                                                                      ===========           ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued liabilities                          $    335,681          $     285,797

Commitments and contingencies

Stockholders' equity:
   Common stock, no par value, 100,000,000 shares
     authorized, 16,222,202 and 16,217,202 shares
     issued and outstanding at December 31, 2000 and
     March 31, 2000, respectively                                      13,513,963             13,510,163
   Accumulated deficit                                                 (7,944,583)            (7,444,697)
                                                                      -----------           ------------

         Total stockholders' equity                                     5,569,380              6,065,466
                                                                      -----------           ------------

         Total liabilities and stockholders' equity                  $  5,905,061          $   6,351,263
                                                                      ===========           ============

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                        3

<PAGE>



                          TIMEBEAT.COM ENTERPRISES INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                              (In Canadian Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        NINE  MONTHS  ENDED DECEMBER  31,
                                                                           2000                 1999
                                                                        -----------         -----------
<S>                                                              <C>                     <C>
Net sales                                                        $        35,110         $    120,028
Less: Cost of goods sold                                                 (11,857)            (106,692)
                                                                       ----------           ----------
Gross profit margin                                                       23,253               13,336

Other revenue
   Advertising revenue                                                    20,594                  -0-
   Interest income                                                        26,557                8,311
                                                                       ---------            ----------

Total Gross Income                                                        70,404               21,647

General and administrative expenses
     Amortization                                                          8,510                3,227
     Audit and accounting                                                 10,000                7,800
     Consulting                                                          120,738               63,743
     Foreign exchange (gain) loss                                        (15,811)               5,037
     Interest and bank charges                                             2,482                  926
     Legal                                                                68,975               22,729
     Management fees                                                      39,500              131,113
     Office and administration                                            15,192               18,644
     Rent                                                                 41,760               27,419
     Salaries and wages                                                   78,129               10,425
     Shareholder information/advertising                                  85,667               81,667
     Telephone, fax and utilities                                         29,497               17,062
     Transfer agent and regulatory fees                                   13,114               12,303
     Travel and marketing                                                  2,537               67,429
                                                                      ----------            ----------

Total general and administrative                                         570,290              469,524

Net loss                                                         $      (499,886)        $   (447,877)
                                                                      ==========            ==========

Net loss per share, basic and diluted                            $         (0.03)        $      (0.03)
                                                                      ==========            ----------

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                        4

<PAGE>



                          TIMEBEAT.COM ENTERPRISES INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In Canadian dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            NINE MONTHS ENDED DECEMBER 31,
                                                                            2000                   1999
                                                                       --------------         --------------
<S>                                                                    <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                          $ (499,886)            $  (447,877)
     Adjustments to reconcile net loss to net cash used
     in operating activities:
         Depreciation and amortization                                      8,510                   3,227
     Cash provided by changes in working capital items                    (86,321)                (91,317)
                                                                        ----------             -----------
Net cash used in operating activities                                    (577,697)               (535,967)
                                                                        ----------             -----------

CASH PROVIDED BY FINANCING ACTIVITIES:
     Proceeds on issuance of common shares                                  3,800               1,622,545
                                                                        ----------             -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Expenditures on mineral properties                                  (338,881)                 48,992
     Acquisition of capital assets                                        (17,312)                (21,685)
     Release (purchase) of restricted term deposit                        185,000                (205,000)
                                                                        ----------             -----------
Net cash used in investing activities                                    (171,193)               (177,693)
                                                                        ----------             -----------

Net (decrease) increase in cash and cash equivalents                     (745,090)                908,885

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                  861,299                  52,648
                                                                        ----------             -----------

     End of period                                                     $  116,209             $   961,533
                                                                        ==========             ===========
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.

                                        5

<PAGE>



                          TIMEBEAT.COM ENTERPRISES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

UNAUDITED INTERIM FINANCIAL INFORMATION. The accompanying unaudited consolidated
financial statements have been prepared by Timebeat.com Enterprises Inc. (the
"Company") pursuant to the rules and regulations of the Securities and Exchange
Commission.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, and disclosures necessary for a fair presentation of these
financial statements have been included. These financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-KSB for the year ended March 31, 2000.
Results for the nine months ended December 31, 2000 are not necessarily
indicative of the results that may be expected for any future quarter or for the
year ending March 31, 2001.

USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

NET LOSS PER SHARE. Net loss per share is computed using the weighted average
number of common shares outstanding. Shares associated with stock options and
warrants are not included because they are antidilutive.


                                        6

<PAGE>



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

CURRENCY AND EXCHANGE RATES

Unless otherwise indicated, all dollar amounts in this report are in Canadian
dollars. The following table sets forth (i) the rates of exchange for one
Canadian dollar ("Cdn") expressed in one U.S. dollar at the end of each calendar
year; (ii) the average exchange rates in effect on the last day of each month
during each calendar year; and (iii) the high and low exchange rates during each
calendar year.

<TABLE>
<CAPTION>
                                    2000             1999              1998             1997              1996
                                    ----             ----              ----             ----              ----
<S>                                 <C>              <C>               <C>              <C>               <C>

Rate At End Of Period:              0.6669           0.6925            0.6504           0.7239            0.7300

Average Rate Of Period:             0.6819           0.6730            0.6740           0.7318            0.7332

High Rate of Period:                0.6969           0.6925            0.7105           0.7472            0.7524

Low Rate of Period:                 0.6410           0.6535            0.6340           0.7155            0.7219

</TABLE>

Exchange rates are based upon the noon buying rate in New York City for cable
transfers in foreign currencies as certified for custom purposes by the U.S.
Federal Reserve Bank of New York. The noon exchange rate on February 9, 2001,
reported by the U.S. Federal Reserve Bank of New York was Cdn$0.6626 (US$1.00 =
Cdn$1.5090).

DIFFERENCES BETWEEN CANADIAN GAAP AND U.S. GAAP

Our financial statements were prepared in accordance with Canadian generally
accepted accounting principles ("Canadian GAAP"). Under Canadian GAAP, shares
issued with escrow restrictions are recorded at the issue price and are not
revalued upon release from escrow. Under U.S. GAAP, escrow shares are considered
to be contingently issuable. These shares are excluded from the weighted average
shares calculation and the difference between the fair value of the shares at
the time of their release from escrow and the shares' original issue price is
accounted for as a compensation expense at the time the shares are released from
escrow.

Under Canadian GAAP all exploration expenses related to mineral properties and
areas of geological interest are deferred until the properties to which they
relate are placed into production sold or abandoned. Under U.S. GAAP these
exploration costs are not capitalized but expensed as incurred.

Under Canadian GAAP the calculation of basic loss per share is calculated using
the weighted average number of common shares outstanding during the year. Under
United States generally accepted accounting principles basic loss per share is
calculated using the weighted average number of shares outstanding during the
year. This weighted average number of common shares outstanding excludes any
shares that remain in escrow, but may be earned out based on the

                                        7

<PAGE>



Company meeting certain performance criteria. No shares were held in escrow for
the years ended March 31, 1998, March 31, 1999 and March 31, 2000.

The United States Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for
Stock-based Compensation", which became effective for fiscal years beginning
after December 15, 1995. This statement encourages, but does not require
companies to record the compensation cost for stock-based employee compensation
plans at fair value at the grant date. The Company has chosen to adopt SFAS No.
123 in accounting for its stock option plan. Canadian GAAP do not require the
reporting of any stock based compensation expense in the Company's financial
statements.

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 nine month periods ending December 31, 2000 and 1999.

OVERVIEW

We were incorporated in the Province of British Columbia, Canada on May 23,
1986. In September 1999, we re-incorporated in the Yukon Territory, Canada, and
changed our name from AGC Americas Gold Corp. to Timebeat.com Enterprises Inc.
We have two separate business divisions: (1) we are a mineral exploration
company exploring for gold and silver worldwide; and (2) we own and operate
Internet Web sites which primarily cater to people who have an interest in fine
watches, jewelry, high-end gift and other luxury items.

We are an exploration stage company 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 defer all exploration costs relating to our properties
and areas of geological interest until the properties are placed in production,
sold or abandoned. In 1999, due to the price of minerals, we chose to examine
other business possibilities.

In March 1999, we entered the Internet and e-commerce business. We are in the
development stage in 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 which 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.


                                        8

<PAGE>



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 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. Although the Web site is not finished, we
have two programmers and have retained the services of a Web site developer. The
Web site will be database driven.

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 so that customers may make purchases on credit cards.
Timebeat4teens.com has also established relationships with various teen
magazines that will assist us in the marketing of our unique site. The Web site
should be operational by February 2001.

In September 2000, we launched our auction component of WWW.TIMEBEAT.COM which
offers an auction and authentication of time pieces, 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 only generated minimal revenues since our inception in 1986. As of
December 31, 2000, we have an accumulated deficit of $7,944,583. 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 $499,886 for the nine months ended December 31, 2000,
as compared to a net loss of $447,877 for the nine months ended December 30,
1999. Our gross income was $70,404 for the nine months ended December 31, 2000,
as compared to $21,647 for the nine months ended December 31, 1999. This
increase is attributable to being open for a longer period of time in the
current fiscal year, additional revenue from advertising, and an improved gross
profit margin. The increase in gross profit margin was due to our continued
shift in emphasis from the sale of items which have lower profit margins to
items which have higher profit margins. The revenues were generated from sales
in our Internet operations, and are net of sales or

                                        9

<PAGE>



promotional discounts. Revenue from the sale of fine gold jewelry and watches is
recognized when the goods are shipped and received.

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 advertising revenue from our Internet operations of
$20,594 and interest income of $26,557. For the comparable 1999 period, we
generated only interest income of $8,311.

Our general and administrative expenses were $570,290 for the nine months ended
December 31, 2000, as compared to $469,524 for the nine months ended December
31, 1999. 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 of a third site at
www.timebeat4teens.com compared to only one site in 1999. This expense is
reflected in higher consulting fees which increased from $63,743 in 1999 to
$120,738 in 2000. The trend for higher consulting is expected to continue
through February 2001 which is the projected launch date for the teen.site.
Legal fees increased from $22,720 in 1999 to $68,975 in 2000 as the Company
incurred additional legal fees for filing in the US and the $25,000,000 equity
line. The trend for higher legal fees is expected through at least April 2001 as
the Company will continue to incur legal fees associated with the equity line
and 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 nine months ended December 31, 2000, we used cash of $577,697 for our
operating activities, as compared to $535,967 for the period in 1999. The
decrease in the amount of cash used was attributable to generating gross profit
from the Web site and lower Web site development costs. While we received
proceeds of $1,622,545 from the issuance of our common stock during the period
in 1999, we received only $3,800 from financing activities during the 2000
period. Our cash for investing activities was $171,193 for the current period,
as compared to $177,693 for the period in 1999, which consisted primarily of
expenditures on our mineral properties. The mineral property expenditures were
related to reclamation of prior exploration activities.

At December 31, 2000, we had working capital of $220,282, as compared to
$879,051 at March 31, 2000. The decrease in working capital was caused by
continued losses and $345,185 of

                                       10

<PAGE>



reclamation expenditures. The decrease in working capital was partially offset
by the return of the majority of the restricted term deposit of $180,000.

FINANCIAL CONDITION

Our total assets decreased slightly from $6,351,263 at March 31, 2000 to
$5,905,061 at December 31, 2000. The decrease was primarily attributable to the
decrease in cash used in operations. Correspondingly, our stockholders' equity
decreased due to the accumulated deficit which increased by the amount of our
loss for the nine months ended December 31, 2000.

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 nine
months ended December 31, 2000, our capital assets had a total net book value of
$42,275.

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. 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. Due to the current price of gold, we anticipate that only a
minimal amount of work will be conducted on our properties during the next
twelve months. We have no foreseeable plans for our properties other than to
maintain the leases and to carry out reclamation work. We estimate the remaining
cost of reclamation to be approximately $50,000. We do not anticipate that we
will purchase any significant equipment for exploration activities during this
time period. We anticipate retaining the services of contractors and other third
parties to assist us in our exploration 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.

Our current and future exploration activities, if any, are 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. 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. 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.

                                       11

<PAGE>




INTERNET WEB SITES. During the fiscal year ended 2000, 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. We saw some improvement in the third quarter of the current
fiscal year compared to the second quarter. Total sales increased from $22,925
for the six months ended September 30, 2000 to $35,110 for the nine months ended
December 31, 2000.

For the next twelve months, we intend to focus our resources and efforts on
increasing sales and traffic on our Internet Web sites. We 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 intend to complete 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 the 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. We may hire
full-time employees if we grow during the next twelve months and if we able to
sell shares of our common stock to Swartz.

CHANGE OF DOMICILE

We are in the process of seeking shareholder approval to change our domicile
from the Yukon Territory to the State of Wyoming, and thereafter to the State of
Nevada. We believe there are several reasons for the change of domicile. 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. This is not permitted by the corporate laws of
the Yukon Territory, but it is permitted by the corporate laws of the State of
Nevada. 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. At this time, we are
preparing the proxy materials and scheduling a shareholders' meeting. We can
offer you no assurance that our shareholders will approve the change of
domicile.

ADDITIONAL FUNDING

As of December 31, 2000, we had a working capital surplus of $220,282. 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. In addition, in January

                                       12

<PAGE>




2001, we completed a private placement of 1,050,000 shares and 1,050,000warrants
which generated gross proceeds of $472,500. Certain officers and directors
participated in this private placement which was originally announced on October
13, 2000. 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 nine (9) 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 financing
arrangement is 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.


                                       13

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.

ITEM 2.           CHANGES IN SECURITIES

                  In November 2000, a director exercised an option to purchase
                  shares of our common stock and we issued the director 5,000
                  shares in exchange for payment of $3,800.

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

<TABLE>
<CAPTION>
   REGULATION                                                                                     CONSECUTIVE
   S-B NUMBER                                         EXHIBIT                                     PAGE NUMBER
<S>               <C>                                                                             <C>

      3.1         Certificate of Name Change and Ordinary and Special Resolution.                    n/a(1)

      3.2         Certificate of Incorporation and Memorandum.                                       n/a(1)

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

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

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

      4.4         Sample Purchase Warrants.                                                          n/a(1)

      4.5         Sample Purchase Options.                                                           n/a(1)

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

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


                                                         14

<PAGE>


<CAPTION>
   REGULATION                                                                                     CONSECUTIVE
   S-B NUMBER                                         EXHIBIT                                     PAGE NUMBER
<S>               <C>                                                                             <C>


     10.3         Letter Agreement dated September 30, 1994 between the Company and                  n/a(1)<F1>
                  Energex Minerals Ltd.

     10.4         Letter Agreement dated April 13, 1995 between the Company and David                n/a(1)<F1>
                  Ford.

     10.5         Consulting Agreement dated September 15, 1995 between the Company and              n/a(1)<F1>
                  Founder's Group Management Ltd.

     10.6         Agreement dated January 10, 1996 between the Company and Energex                   n/a(1)<F1>
                  Minerals Ltd.

     10.7         Agreement dated June 14, 1996 between the Company and Energex Minerals             n/a(1)<F1>
                  Ltd.

     10.8         Agreement dated December 6, 1996 between the Company and Cheni                     n/a(1)<F1>
                  Resources Inc. and Meota Resources Corp.

     10.9         Joint Venture Agreement dated August 1, 1997 between the Company and               n/a(1)<F1>
                  Antares Mining and Exploration Corporation.

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

     10.11        1994 Drilling Results.                                                             n/a(1)<F1>

     10.12        1995 Drilling Results.                                                             n/a(1)<F1>

     10.13        1996 Drilling Results.                                                             n/a(1)<F1>

     10.14        Maps of the Company's Properties.                                                  n/a(1)<F1>

     10.15        Flow-Through Funding and Renunciation Agreement dated May 10, 1996                 n/a(1)<F1>
                  between the Company and Henry A. Meyer.

     10.16        Flow-Through Funding and Renunciation Agreement dated May 10, 1996                 n/a(1)<F1>
                  between the Company and John Peterson.

     10.17        Flow-Through Funding and Renunciation Agreement dated May 10, 1996                 n/a(1)<F1>
                  between the Company and Kenneth A. Thompson.

     10.18        Flow-Through Funding and Renunciation Agreement dated December 21,                 n/a(1)<F1>
                  1995 between the Company and Sandy Lynn Gammon.

     10.19        Flow-Through Funding and Renunciation Agreement dated December 21,                 n/a(1)<F1>
                  1995 between the Company and Lorraine McWilliams.

     10.20        Flow-Through Funding and Renunciation Agreement dated December 21,                 n/a(1)<F1>
                  1995 between the Company and Thomas Mitchell.

     10.21        Flow-Through Funding and Renunciation Agreement dated December 21,                 n/a(1)<F1>
                  1995 between the Company and Janet Thompson.

     10.22        Flow-Through Funding and Renunciation Agreement dated December 21,                 n/a(1)<F1>
                  1995 between the Company and Olza Tien.

     10.23        Stock Option Plan dated August 29, 1999.                                           n/a(3)<F3>


                                       15

<PAGE>


<CAPTION>
   REGULATION                                                                                     CONSECUTIVE
   S-B NUMBER                                         EXHIBIT                                     PAGE NUMBER
<S>               <C>                                                                             <C>


     10.24        Letter of Intent dated March 5, 1999, between the Company, Watch Central           n/a(3)<F3>
                  Corporation and Timebeat.com Inc.

     10.25        Agreement dated December 14, 1999 between the Company, Watchzone.net               n/a(3)<F3>
                  Inc., the management of Watchzone.net Inc., and Timebeat.com Inc.

     10.26        Form of Investment Agreement between the Company and Swartz Private                n/a(2)<F2>
                  Equity, LLC.

     10.27        Malaspina Consultants Inc. Term Sheet office lease dated August 27, 1998.          n/a(3)<F3>

     10.28        Timebeat.com Asset Acquisition Agreement of Watchzone.net and
                  Watchzone.tv dated November 1, 2000                                                n/a(3)<F3>

---------------------
<FN>
<F1>
(1)      Incorporated by reference to our Annual Report on Form 20-F for the
         fiscal year ended March 31, 1999, file no. 0-29260.
<F2>
(2)      Incorporated by reference to our Quarterly Report for the period ended
         September 30, 2000, file no. 0-29260.
<F3>
(3)      Incorporated by reference to our Quarterly Report for the period ended
         December 31, 2000, file no. 0-29260.
</FN>
</TABLE>

                  B)       REPORTS ON FORM 8-K:  None.

                                       16

<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:    February 28, 2001        By:  /s/ Thomas L. Crom
                                     ---------------------------------------
                                    Thomas L. Crom, Corporate Secretary
                                    (Principal financial and accounting officer)


                                       17