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, 2003

[ ]              TRANSITION REPORT UNDER SECTION 13 OR 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)

                                 (928) 474-9151
                           (Issuer's telephone number)

    580 HORNBY STREET, SUITE 900, 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:

           20,145,149 SHARES OF COMMON STOCK, $0.001 PAR VALUE, AS OF
                                  JUNE 30, 2003

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

     Item 3. Controls and Procedures


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 FINANCIAL STATEMENTS
                      (EXPRESSED IN UNITED STATES DOLLARS)
                                   (UNAUDITED)


                                  JUNE 30, 2003













                                       3

<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in United States dollars)

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

                                                                                                    June 30,
                                                                                                        2003
-------------------------------------------------------------------------------------------------------------
                                                                                                 (Unaudited)
<S>                                                                                          <C>
ASSETS

CURRENT
    Cash and cash equivalents                                                                $        36,524
    Receivables                                                                                        3,295
    Prepaid expense - related parties                                                                 14,387
    Inventory                                                                                        131,898
    Prepaid expenses                                                                                  12,089
    Deferred tax assets less valuation allowance of $2,962,678                                            -
                                                                                             ---------------

    Total current assets                                                                             198,193

PROPERTY AND EQUIPMENT, net of accumulated depreciation                                               10,108
                                                                                             ---------------

TOTAL ASSETS                                                                                 $       208,301
=============================================================================================================

LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT
    Accounts payable and accrued liabilities                                                 $       100,301
    Due to related parties (Note 4)                                                                  117,763
    Stock subscriptions received (Note 10)                                                            45,000
                                                                                             ---------------

    Total current liabilities                                                                        263,064
                                                                                             ---------------

CONTINGENCIES AND COMMITMENTS (Note 7)

DEFICIENCY IN ASSETS
    Common stock (Note 5)
       Authorized
          100,000,000 common shares with a par value of $0.001 per share
       Issued and outstanding
          20,145,149 common shares                                                                    20,145
    Additional paid-in capital                                                                    16,093,488
    Stock subscriptions receivable                                                                   (39,860)
    Deferred stock-based compensation (Note 6)                                                      (104,521)
    Accumulated other comprehensive income                                                            45,800
    Accumulated deficit                                                                          (16,069,815)
                                                                                             ---------------

    Total deficiency in assets                                                                       (54,763)
                                                                                             ---------------

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                                                   $       208,301
=============================================================================================================
</TABLE>


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




                                       4
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in United States dollars)
(Unaudited)

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

                                                                                                Three Month       Three Month
                                                                                               Period Ended      Period Ended
                                                                                                   June 30,          June 30,
                                                                                                       2003              2002
------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                         <C>              <C>
SALES                                                                                       $       128,764  $        38,393

COST OF GOODS SOLD (Note 4)                                                                          63,980            5,095
                                                                                            ---------------  ---------------

GROSS PROFIT                                                                                         64,784           33,298
                                                                                            ---------------  ---------------

GENERAL AND ADMINISTRATIVE EXPENSES
    Advertising and promotion                                                                        20,431           10,469
    Depreciation                                                                                      1,391            1,184
    Management and consulting fees (Note 4)                                                          76,789           80,228
    Office, secretarial and administration                                                            8,665            3,476
    Professional fees                                                                                 2,655            1,543
    Rent (Note 4)                                                                                     3,745            5,723
    Salaries and benefits                                                                                -             8,518
    Telephone, fax and utilities                                                                      3,409           13,521
    Transfer agent and regulatory fees                                                                  984            1,037
    Travel and investor relations                                                                     2,014            7,977
    Web-site development                                                                              5,399           30,634
                                                                                            ---------------  ---------------

                                                                                                    125,482          164,310
                                                                                            ---------------  ---------------

LOSS BEFORE OTHER INCOME (EXPENSES) AND INCOME TAXES                                                (60,698)        (131,012)
                                                                                            ---------------  ---------------

OTHER INCOME (EXPENSES)
    Interest income                                                                                      -                30
    Foreign exchange gain (loss)                                                                        119           (3,434)
    Loss on disposal of property and equipment                                                       (2,362)              -
                                                                                            ---------------  --------------

                                                                                                     (2,243)          (3,404)
                                                                                            ---------------  ---------------

NET LOSS FOR THE PERIOD BEFORE INCOME TAXES                                                         (62,941)        (134,416)

INCOME TAXES                                                                                             -                -
                                                                                            ---------------  --------------

NET LOSS FOR THE PERIOD                                                                     $       (62,941) $      (134,416)
==============================================================================================================================

BASIC AND FULLY DILUTED NET LOSS PER SHARE                                                  $         (0.01) $         (0.01)
==============================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                                             20,145,149       19,002,969
==============================================================================================================================
</TABLE>

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


                                       5
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States dollars)
(Unaudited)

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

                                                                                                Three Month       Three Month
                                                                                               Period Ended      Period Ended
                                                                                                   June 30,          June 30,
                                                                                                       2003              2002
------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                         <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss for the period                                                                 $       (62,941) $      (134,416)
    Adjustments to reconcile net loss to net cash
    used for operating activities:
       Depreciation                                                                                   1,391            1,184
       Loss on disposal of property and equipment                                                     2,362               -
       Management and consulting fees - stock based compensation                                     29,386           40,380
       Salaries and benefits - stock based compensation                                                  -             3,250

    Changes in assets and liabilities:
       Decrease in receivables                                                                        1,776           18,893
       Increase in due from related parties                                                          (6,143)          (5,524)
       (Increase) decrease in inventory                                                              (1,511)             560
       (Increase) decrease in prepaid expenses                                                        2,512           (1,943)
       Decrease in accounts payable and accrued liabilities                                         (17,128)         (21,586)
                                                                                            ---------------  ---------------

    Net cash used in operating activities                                                           (50,296)         (99,202)
                                                                                            ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds on issuance of common stock                                                                 -            65,903
    Due to related parties                                                                           21,621           (9,000)
    Stock subscriptions received                                                                     41,000           56,500
                                                                                            ---------------  ---------------

    Net cash provided by financing activities                                                        62,621          113,403
                                                                                            ---------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of property and equipment                                                                -               (20)
                                                                                            ---------------  ---------------

    Net cash used in investing activities                                                                -               (20)
                                                                                            ---------------  ---------------

INCREASE IN CASH DURING THE PERIOD                                                                   12,325           14,181

CASH, BEGINNING OF THE PERIOD                                                                        24,199            4,552
                                                                                            ---------------  ---------------

CASH, END OF THE PERIOD                                                                     $        36,524  $        18,733
==============================================================================================================================

CASH PAID DURING THE PERIOD FOR INTEREST                                                    $            -   $            -
==============================================================================================================================

CASH PAID DURING THE PERIOD FOR INCOME TAXES                                                $            -   $            -
==============================================================================================================================
</TABLE>

SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS (Note 8)

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

                                       6
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2003
================================================================================



1.       NATURE OF OPERATIONS AND BASIS OF PRESENTATION

         The  Company  was  incorporated  on May 23,  1985 under the laws of the
         Province of British Columbia,  Canada and  re-incorporated in the Yukon
         Territory, Canada in September of 1999. The Company changed domicile to
         the State of Nevada on October 16, 2001. In connection  with becoming a
         Nevada corporation, the Company's authorized common stock was increased
         from 100,000,000  shares with no par value to 100,000,000 shares with a
         par  value of  $0.001  per  share.  The  Company's  principal  business
         activity, through its subsidiary,  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.

         The accompanying  unaudited consolidated financial statements have been
         prepared  by  the  Company  in  conformity  with  requirements  of  the
         Securities and Exchange Commision for interim financial statements.  In
         the opinion of  management,  the  accompanying  unaudited  consolidated
         financial statements contain all adjustments  necessary  (consisting of
         normal recurring accruals) to present fairly the financial  information
         contained therein. These unaudited consolidated financial statements do
         not include all disclosures  required by generally accepted  accounting
         principles  in the  United  States  of  America  and  should be read in
         conjunction with the audited  consolidated  financial statements of the
         Company for the year ended March 31,  2003.  The results of  operations
         for the  three-month  period  ended June 30,  2003 are not  necessarily
         indicative  of the results to be expected for the year ending March 31,
         2004.

         Certain  comparative figures have been reclassified to conform with the
         current period's presentation.


2.       GOING CONCERN

         These unaudited consolidated financial statements have been prepared in
         conformity with generally accepted accounting  principles in the United
         States of America with the on-going assumption that the Company will be
         able to realize its assets and discharge its  liabilities in the normal
         course of business.  However,  certain conditions noted below currently
         exist which raise  substantial  doubt  about the  Company's  ability to
         continue as a going concern.  These  unaudited  consolidated  financial
         statements  do  not  include  any   adjustments   to  the  amounts  and
         classifications  of assets  and  liabilities  that  might be  necessary
         should the Company be unable to continue as a going concern.

         The  operations  of the  Company  have  primarily  been  funded  by the
         issuance  of common  stock.  Continued  operations  of the  Company are
         dependent on the Company's ability to complete equity financings and/or
         generate profitable operations in the future. Management's plan in this
         regard is to secure additional funds through future equity financings.

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

                                                       June 30,        March 31,
                                                          2003             2003
        ------------------------------------------------------------------------

        Net loss                               $       (62,941) $      (648,739)
        Deficiency in assets                           (54,763)         (21,208)
        Working capital (deficiency)                   (64,871)         (35,069)
        ========================================================================



                                       7
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2003
================================================================================



3.       SIGNIFICANT ACCOUNTING POLICIES


         PRINCIPLES OF CONSOLIDATION

         These  consolidated  financial  statements  include the accounts of the
         Company  and  its  wholly-owned   subsidiary,   Timebeat.com  Inc.  All
         significant   inter-company   balances  and   transactions   have  been
         eliminated upon consolidation.


         USE OF ESTIMATES

         The preparation of consolidated financial statements in conformity with
         generally  accepted  accounting  principles of United States of America
         requires  management to make estimates and assumptions  that affect the
         reported  amounts  of assets  and  liabilities  and the  disclosure  of
         contingent  assets  and  liabilities  at  the  date  of  the  financial
         statements and the reported amounts of revenues and expenses during the
         year. Actual results could differ from those estimates.


         FOREIGN CURRENCY TRANSLATION AND REPORTING CURRENCY

         Transaction amounts denominated in foreign currencies are translated at
         exchange rates  prevailing at  transaction  dates.  Carrying  values of
         monetary assets and liabilities are adjusted at each balance sheet date
         to reflect  the  exchange  rate at that date.  Non-monetary  assets and
         liabilities  are  translated  at the  exchange  rate  on  the  original
         transaction date. Gains and losses from restatement of foreign currency
         monetary  and  non-monetary  assets and  liabilities  are  included  in
         income.  Revenues and expenses are  translated at the rates of exchange
         prevailing on the dates such items are recognized in earnings.

         For periods prior to April 1, 2000, the Company's  functional  currency
         was the Canadian  dollar.  Accordingly,  any related  exchange gains or
         losses  prior  to April 1,  2000,  have  been  recorded  in a  separate
         component of stockholders'  equity as accumulated  other  comprehensive
         income.  For periods  after  April 1, 2000,  the  Company's  functional
         currency was the U.S. dollar.


         CASH AND CASH EQUIVALENTS

         Cash  and cash  equivalents  include  highly  liquid  investments  with
         original maturities of three months or less.


         INVENTORY

         Inventory, consisting of finished goods, is valued at the lower of cost
         and net realizable  value.  Cost is determined  using the specific item
         method for watches and jewelry and using the  weighted  average  method
         for clothing and related products.



                                       8
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2003
================================================================================


3.       SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

         WEB-SITE ACQUISITION AND DEVELOPMENT COSTS

         Web-site  acquisition and development costs incurred in the preliminary
         project stage are expensed as incurred. The Company capitalizes certain
         costs  incurred in the developing or obtaining of internal use software
         used in  web-sites.  Capitalized  costs are  amortized  over the assets
         estimated useful life.

         PROPERTY AND EQUIPMENT

         Property and  equipment are recorded at cost and are  depreciated  over
         their estimated useful lives using the following methods:

             Office equipment             20% declining balance
             Computer equipment           30% declining balance
             Computer software            30% declining balance

         STOCK-BASED COMPENSATION

         Statement  of  Financial  Accounting  Standards  No. 123 ("SFAS  123"),
         "Accounting for  Stock-Based  Compensation",  encourages,  but does not
         require, companies to record compensation cost for stock-based employee
         compensation plans at fair value. The Company has chosen to account for
         employee   stock-based   compensation  using  SFAS  123.   Accordingly,
         compensation  cost for employee  stock options is measured based on the
         fair value of the stock options granted.

         The  Company   accounts   for   stock-based   compensation   issued  to
         non-employees  in  accordance  with the  provisions of SFAS 123 and the
         Emerging  Issues Task Force  Issue No.  96-18,  "Accounting  for Equity
         Instruments that are Issued to Other Than Employees for Acquiring or in
         Conjunction with Selling, Goods or Services" ("EITF 96-18").

         INCOME TAXES

         The Company  follows the asset and liability  method of accounting  for
         income taxes. Under this method current income taxes are recognized for
         the estimated income taxes payable for the current period.

         A  deferred  tax  asset or  liability  is  recorded  for all  temporary
         differences  between financial and tax reporting and net operating loss
         carryforwards.  Deferred  tax expenses  (benefits)  result from the net
         change during the period of deferred tax assets and liabilities.

         Deferred tax assets are reduced by a valuation  allowance  when, in the
         opinion of management,  it is more likely than not that some portion or
         all of the  deferred  tax assets  will not be  realized.  Deferred  tax
         assets and  liabilities  are adjusted for the effects of changes in tax
         laws and rates on the date of enactment.

         REVENUE RECOGNITION

         Revenue  from the sale of  watches,  fine  jewellery  and  clothing  is
         recognized  when the goods are shipped and invoiced and  collection  is
         reasonably assured.


                                       9

<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2003
================================================================================



3.       SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

         NET LOSS PER SHARE

         Basic net loss per share is computed by dividing loss  atrributable  to
         common  stockholders by the weighted average number of shares of common
         stock outstanding  during the period.  Diluted net loss per share takes
         into consideration  shares of common stock outstanding  (computed under
         basic loss per share) and potentially  dilutive shares of common stock.
         Diluted net loss per share is not  presented  separately  from loss per
         share  as  the   exercise  of  any  options  and   warrants   would  be
         anti-dilutive. At March 31, 2003 and June 30, 2003, the total number of
         potentially  dilutive  shares  excluded  from  net  loss  per  share is
         6,062,401.

         COMPARATIVE FIGURES

         Certain  comparative figures have been reclassified to conform with the
         current period's presentation.

         RECENT ACCOUNTING PRONOUNCEMENTS

         In April 2003, FASB issued Statements of Financial Accounting Standards
         No. 149  "Amendment  of Statement  133 on  Derivative  Instruments  and
         Hedging  Activities"  ("SFAS  149").  SFAS  149  amends  and  clarifies
         financial   accounting  and  reporting  for   derivative   instruments,
         including certain  derivative  instruments  embedded in other contracts
         and for hedging activities under FASB Statement No. 133 "Accounting for
         Derivative  Instruments and Hedging Activities".  SFAS 149 is generally
         effective for contracts entered into or modified after June 30, 2003.

         In May 2003, FASB issued Statements of Financial  Accounting  Standards
         No.  150   "Accounting   for   Certain   Financial   Instruments   with
         Characteristics  of both Liabilities and Equity" ("SFAS 150"). SFAS 150
         establishes standards for how an issuer classifies and measures certain
         financial  instruments  with  characteristics  of both  liabilities and
         equity. SFAS 150 is effective for financial instruments entered into or
         modified after May 31, 2003.

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


4.       RELATED PARTY TRANSACTIONS

         a)  Prepaid expenses - related parties consist of the following:

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

                                                           June 30,    March 31,
                                                              2003         2003
         -----------------------------------------------------------------------

         Prepaid expenses - related parties             $    14,387  $    8,244
         =======================================================================

         Amounts  prepaid to  related  parties  represent  costs  advanced  to a
         consulting firm controlled by one of the directors of the Company.


                                       10
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2003
================================================================================



4.       RELATED PARTY TRANSACTIONS (cont'd...)

         b)  Amounts due to related parties consist of the following:

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

                                                           June 30,    March 31,
                                                              2003         2003
         -----------------------------------------------------------------------

         Due to companies controlled by directors and    $  117,763   $   96,142
         persons related to directors
         =======================================================================

         Amounts due to related parties are unsecured, non-interest bearing with
         no fixed terms of repayment.


         c)  The  following  amounts were  paid  or  accrued  to  directors  and
             companies  controlled by directors and former  directors or persons
             related to directors:

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

                                                       June 30          June 30
                                                          2003             2002
         -----------------------------------------------------------------------

         Management and consulting fees         $       53,669  $        39,700
         Rent                                            2,220            3,200
                                                --------------  ---------------

                                                $       55,889  $        42,900
         =======================================================================

         Management  and  consulting  fees to related  parties  include  $23,669
         (2002-$9,700) of stock based compensation.


         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  not  disclosed  elsewhere in these
             consolidated  financial  statements are as follows:

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

                                                      June 30,         June 30,
                                                         2003             2002
         -----------------------------------------------------------------------

         Purchases                             $        19,921  $            -
         Rent                                            1,525              500
         =======================================================================

         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.



                                       11
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2003
================================================================================


5.       DEFICIENCY IN ASSETS


         COMMON STOCK

         In April 2002,  the Company  issued  97,666  shares of common stock for
         proceeds of $34,901 on the  exercise of stock  options  priced at $0.35
         (CDN $0.56) per share.


         On April 30, 2002, the Company completed a private placement consisting
         of 315,000  units at a price of $0.30 per unit for proceeds of $94,500,
         of which  $63,501  had been  received as of March 31,  2002.  Each unit
         consists of one share of common  stock and one share  purchase  warrant
         entitling the holder to acquire one additional share of common stock at
         a price of $0.35 per share until April 20, 2003  (expired) and at $0.37
         per share until April 20, 2004.


         On August 9, 2002, the Company elected to exercise a put to sell 54,780
         shares of common stock at a price of $0.30 per share to Swartz  Private
         Equity LLC for  subscriptions  receivable of $9,860 pursuant to certain
         investment agreements (Note 7).


         On October 22, 2002,  the Company  issued 50,000 shares of common stock
         at a fair  value  of  $12,500  to a  consultant  as  consideration  for
         investor  relation  services,  of which $6,250 was prepaid at March 31,
         2003.  The  Company  also  issued  12,000  units  pursuant to a private
         placement  at a price of $0.25 per unit for  proceeds  of $3,000.  Each
         unit  consists  of one  share of common  stock  and one share  purchase
         warrant  entitling the holder to acquire one additional share of common
         stock at a price of $0.25 per share until December 6, 2003 and at $0.30
         per share until December 6, 2004.


         On November 21, 2002,  the Company  issued the 350,000 shares of common
         stock to  directors  and  officers  of the  Company  at a fair value of
         $87,500 and 200,000  shares of common stock to a  consultant  at a fair
         value  of  $40,000  as  consideration  for  management  and  consulting
         services.


         On December 4, 2002,  the Company issued 250,000 shares of common stock
         at a  fair  value  of  $62,500  pursuant  to  a  contract  with  Global
         Management Inc. for investor  relations  services (Note 7). The Company
         also issued 100,000 units pursuant to a private placement at a price of
         $0.25 per unit for proceeds of $25,000. Each unit consists of one share
         of common stock and one share purchase warrant  entitling the holder to
         acquire one additional share of common stock a price of $0.25 per share
         until  December 6, 2003 and at $0.30 per share until  December 6, 2004.
         The Company  issued a further  13,600 shares of common stock at a price
         of $0.25 per share to settle accounts payable totaling $3,400.



                                       12
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2003
================================================================================


5.       DEFICIENCY IN ASSETS (cont'd...)

         WARRANTS

         Following  is a  summary  of the  status  of  share  purchase  warrants
         outstanding as at June 30, 2003:

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

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

                112,000                 0.25          December 6, 2003
                            then at     0.30          December 6, 2004
                150,000                 0.50          December 31, 2003
                150,000                 0.75          December 31, 2003
                150,000                 1.25          December 31, 2003
                418,667                 0.375         January 12, 2004
                315,000                 0.37          April 20, 2004
                904,000                 0.18          July 10, 2005
                 90,400                 0.23          April 10, 2006
            -----------

              2,290,067
         =======================================================================


6.       STOCK-BASED COMPENSATION

         The Company has established two share purchase option plans whereby the
         board of directors  may, from time to time,  grant  options.  The first
         plan allows for up to 3,200,000 shares of the Company's common stock to
         be granted to  directors,  officers,  employees  and  consultants.  The
         second  plan,  the 2002  non-statutory  option  plan,  allows for up to
         3,000,000  shares  of the  Company's  common  stock  to be  granted  to
         employees and  consultants.  In total,  6,200,000 shares of the Company
         are available  through the option plans. The maximum term of any option
         granted is five years.

         Following is a summary of stock option activity:

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

                                                         Number
                                                      of Shares          Amount
         -----------------------------------------------------------------------

         Outstanding at March 31, 2002                2,660,000  $         0.42
            Granted                                   1,210,000            0.13
            Cancelled                                        -               -
            Exercised                                   (97,666)           0.35
                                                 --------------

        Outstanding at March 31, 2003 and
          June 30, 2003                               3,772,334  $         0.35
                                  - CONTINUED -


                                       13
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2003
================================================================================


6.       STOCK-BASED COMPENSATION (cont'd...)


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

                                                         Number
                                                      of Shares          Amount
         -----------------------------------------------------------------------

         CONTINUED...


         Exercisable at March 31, 2003                2,607,834  $         0.41
         =======================================================================


         Exercisable at June 30, 2003                 2,641,500  $         0.418
         =======================================================================


         Weighted average fair value of options
         granted during the period                          Nil
         =======================================================================


         Following is a summary of the status of options  outstanding as at June
         30, 2003:

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

                              Outstanding Options                                        Exercisable Options
         -----------------------------------------------------------------            --------------------------

                Number          Exercise                                                        Number
             of Shares             Price        Expiry Date                                  of Shares
         -------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>                                          <C>

               304,000      CDN $   0.77        March 8, 2004                                  304,000
                50,000              1.03        June 1, 2004                                    50,000
               300,000              0.76        August 16, 2004                                300,000
               681,000              0.76        September 30, 2004                             681,000
                80,000              0.76        May 19, 2005                                    80,000
                50,000              1.15        June 15, 2005                                   50,000
                23,334              0.56        October 15 2005                                 23,334

                50,000        US  $ 0.38        September 10, 2004                              33,333
                   500              0.37        March 31, 2006                                     500
               101,000              0.51        April 16, 2006                                 101,000
               120,000              0.37        November 21, 2006                               80,000
               250,000              0.40        March 14, 2007                                 166,667
               552,500              0.40        March 15, 2007                                 368,333
             1,210,000             0.412        December 20, 2007                              403,333
             ---------                                                                         -------

             3,772,334                                                                       2,641,500
         =======================================================================================================
</TABLE>

                                       14

<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2003
================================================================================



6.       STOCK-BASED COMPENSATION (cont'd...)

         The amount  amortized  to expense for stock  options  during the period
         ended June 30, 2003 was $29,386 (2002 - $43,630).  This amount has been
         recorded in the  accompanying  consolidated  statement of operations as
         consulting  fees of $29,386  (2002 - $40,380) and salaries and benefits
         of $Nil (2002 - $3,250). A balance of $ 104,521 remains to be amortized
         to expense over the remaining term of the  consultants'  and employees'
         services which range over a period of three years for the options.

         The Company uses the  Black-Scholes  option  pricing model to determine
         the fair  value of  options  and  similar  instruments  granted  at the
         issuance date.


7.       CONTINGENCIES AND COMMITMENTS

         a)    The   Company   is  not  aware  of  any  liabilities  related  to
               environmental protection and rehabilitation costs with respect to
               its former  mineral  property  exploration  activities.  However,
               due  to the nature of the Company's  former  exploration business
               there is no assurance that such a liability will not arise in the
               future.

         b)    The  Company has passed various resolutions related to investment
               agreements  with Swartz Private Equity LLC ("Swartz") for raising
               proceeds  through  stock  issuances  of  up  to  $25,000,000 with
               Swartz.  The agreements  contain conditions that the Company meet
               certain listing and pricing  requirements  for  its common stock.
               Funds will be made available subject to the Company meeting these
               and  other  conditions.  As  consideration,  the Company  granted
               warrants to purchase  760,000 and 144,000  shares  exercisable at
               a price  of  $0.75 per share  until July 10, 2005 during the year
               ending  March 31,  2001 and  warrants  to  purchase 90,400 shares
               exercisable at a price of $0.3438 until April 10, 2006 during the
               year ended March 31, 2002.  Pursuant to the terms of the warrants
               the 760,000 and 144,000  warrants  were repriced to $0.18 and the
               90,400 were re-priced  to  $0.23 during  the year ended March 31,
               2003.

         c)    The Company entered into a one  year  contract  during  the  year
               ended March 31, 2003 with Global  Management Inc.  ("Global") for
               investor  relations  services  wherein Global was granted a total
               of 450,000  warrants  exercisable  until December 31, 2003  at  a
               price of $0.50 per share for  150,000  warrants,  $0.75 per share
               for  150,000  warrants  and $1.25 per share for 150,000  warrants
               and a total of  500,000  shares  within  six  months,  250,000 of
               which are issued at a fair value of $62,500 to March 31, 2003.

         d)    The Company settled a dispute with a supplier for proceeds to the
               Company  of  $15,000  and  forgiveness of  an amount owing by the
               Company of $17,500. No payments have been received by the Company
               and the amount owing by the Company has not been  written-off  as
               the agreement has not been complied with.


8.       SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS

         There were no  significant  non-cash  transactions  for the three-month
         period ended June 30, 2003.

         During the three-month period ended June 30, 2002,  the Company  issued
         shares in the  amount of $63,501 in  exchange  for stock  subscriptions
         received in advance of $63,501.


                                       15
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2003
================================================================================



9.       SEGMENTED INFORMATION

         The Company  operates in the business of selling  jewelry,  watches and
         clothing and related products through e-commerce retail web-sites.

         Segmented geographic  information for the period ended June 30, 2003 is
         as follows:

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

                                            Canada         U.S.A.      Total
         -----------------------------------------------------------------------

         Property and equipment          $       -    $     10,108  $    10,108
         Total assets                         8,187        200,114      208,301
         Sales                                   -         128,764      128,764
         Depreciation                            -           1,391        1,391
         (Loss)                            (37,812)        (25,129)     (62,941)
         =======================================================================

         Segmented geographic  information for the period ended June 30, 2002 is
         as follows:

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

                                            Canada         U.S.A.      Total
         -----------------------------------------------------------------------

         June 30, 2002
           Sales                         $       -    $     38,393  $    38,393
           Depreciation                         214            970        1,184
           (Loss)                           (67,785)       (66,631)    (134,416)
         =======================================================================



10.      SUBSEQUENT EVENTS

         The following events occurred subsequent to June 30, 2003:

         a)  On  July  17, 2003,  the  Company  completed  a  private  placement
             consisting  of  512,500  units  at  $0.08  per  unit for $41,000 of
             subscriptions  received  at June 30,  2003.  Each  unit consists of
             one share of  common  stock  and one share  purchase  warrant.  The
             warrants  are  exercisable  at  a  price of $0.08 per share for the
             first year and at $0.10 per share for the second year.

         b)  In September 2003 the Company  entered into  an agreement  with New
             Morning  Enterprises  (Canada)  Inc. ("New  Morning")  to   acquire
             certain rights to market and sell an herbal based diabetic  product
             in exchange for 25,000,000  common shares at a  price of  $0.07 per
             share.  These shares can be cancelled  by the Company under certain
             conditions.  In  addition  and  related  to this  transaction,  the
             Company  agreed  to  issue  a  total  of 6,000,000 common shares to
             consultants at a price of $0.07 per share relating  to the diabetic
             product  and for  contract  negotiations.  The  Company also agreed
             to grant 2,000,000 options at an  exercise price of $0.07 per share
             to affiliates of New Morning.


                                       16
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
JUNE 30, 2003
================================================================================



10.      SUBSEQUENT EVENTS (cont'd...)

         c)  In September 2003 the Company agreed to reprice certain  management
             stock options totaling 1,950,000 to $0.07 per share and resolved to
             issue management a total of  884,900 common  shares  at a  price of
             $0.07  per  share for services.  In addition the  Company agreed to
             file an S-8 registration statement with the SEC to register all the
             shares being issued for services.

         d)  In  October 2003  the  Company  resolved to issue 383,750 units for
             gross proceeds of  $30,700,  $4,000 of  which were received at June
             30,  2003.  Each unit  will  consist of one  common  share  and one
             share purchase warrant.  The warrants are exercisable at a price of
             $0.08 per  share  for the first year and at $0.10 per share for the
             second year.
























                                       17

<PAGE>


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

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, 2003, 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.

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
we 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. The change 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 retail 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, and the other of which caters to teenage
and young adults who have an interest in fashion apparel, cosmetics, music, and
travel.

We were previously in the business of acquiring, exploring, and if warranted,
developing mineral properties primarily located in British Columbia, Canada. We
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 that time, with any expenditures incurred since that
time related to reclamation work.

INTERNET WEB SITE TIMEBEAT.COM. In March 1999, we entered the Internet and
e-commerce business. In November 1999, we launched our first Web site,
www.timebeat.com. This is an e-commerce Web site that markets and sells watches
and jewelry, high-end gift items and other luxury items. In June 2000, we
launched our auction component of www.timebeat.com which offers an auction and
authentication of timepieces, jewelry and special products. We offer a
twelve-month assurance guarantee for our buyers, which we believe will 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 a
buyer purchases from our Web site and is not satisfied at any time within 30
days from the date of purchase, a full refund will be made.


                                       18

<PAGE>


INTERNET WEB SITE WATCHZONE.NET. 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 December 2000, we signed a licensing
agreement with eBay, the world's leading online trading community, enabling eBay
users to access content from our Web site www.watchzone.net.

TIMEBEAT4TEENS.COM. 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. The Timebeat4teens web
site became fully operational in June of 2001. The Web site is database driven.

PERFUME FRAGRANCE LINE. In July 2001, we entered into a Perfume Agreement with
Palm Beach Perfumery, Inc., whereby Palm Beach Perfumery would process and
distribute our first two fragrances.

While we have selectively test marketed the fragrances and entered into
agreements for product promotion in 2002, our limited cash resources have caused
us to postpone promotion and development of the business opportunities presented
by the perfume fragrance line.

2 LIVE ENTERTAINMENT. In March 2002, we formed a new division called 2 Live
Entertainment to operate in the music industry. In June 2002, 2 Live
Entertainment launched its Secretkiss.net dating web site. Limited cash
resources have also postponed the promotion and development of the business
opportunities presented by 2 Live Entertainment.

RESULTS OF OPERATIONS

We incurred a net loss of $62,941 for the three months ended June 30, 2003, as
compared to a net loss of $134,416 for the three months ended June 30, 2002. Our
revenues were $128,764 for the three months ended June 30, 2003 as compared with
revenues of $38,393 for the three-month period ending June 30, 2002. 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
$63,980 leaving a gross margin of $64,784 as compared to a cost of goods sold of
$5,095 and a gross margin of $33,298 for the three months ended June 30, 2002.
This increase is attributable to higher watch and jewelry sales due to higher
website traffic and increasing awareness of Timebeat from our association with
eBay. 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.

Our expenses were $125,482 for the three months ended June 30, 2003, as compared
to $164,310 for the three months ended June 30, 2002 a decrease of $38,828 or
24%. Even with a sales increase of 235% management was able to decrease expenses
by 24%. The decrease in expenses was related to a reduction of web site
development costs which decreased by $25,235, a reduction of salaries and
benefits of $8,518, lower travel costs of $5,963, and a reduction of telephone
costs of $10,112. Advertising increased by $9,962 which is attributable to the
higher sales level, and office, secretarial and administration expenses
increased by $5,189.

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.


                                       19
<PAGE>

Professional fees consisting primarily of legal, accounting and auditing
decreased significantly as expected as the Company completed its equity line of
credit and the move from Canada into the State of Nevada.

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, however currently sales have increased
significantly from last year and we expect that trend to continue.

LIQUIDITY

During the three months ended June 30, 2003, we used cash of $50,296 for our
operating activities, as compared to $99,202 for the period in 2002, a decrease
of $48,906. This decrease is due in part to management's efforts to control cash
costs and higher sales levels. We received proceeds of $62,621 for the three
months ended June 30, 2003 compared to $113,403 for the three months ended June
30, 2002 from financing activities. All our financing activities relate to the
issuance of common stock and related party advances for both periods.

At June30, 2003 we had a working capital deficit of $64,871, as compared to a
$35,069 working capital deficit at March 31, 2003. Working capital deficit
increased due to the ongoing losses from operations.

FINANCIAL CONDITION

Our total assets increased from $196,363 at March 31, 2003 to $208,301 at June
30, 2003. The increase was primarily attributable to the increase of current
liabilities during the period.

PROPERTY AND EQUIPMENT

Our property and equipment 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%. As of June 30, 2003, our property and equipment assets had a total net book
value of $ 10,108.

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 are planning to sell these properties and will continue
to maintain the leases while this is completed. While we do not foresee any
future exploration or reclamation 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.


                                       20
<PAGE>

INTERNET WEB SITES. During the period ended June 30, 2003, we continued to see
some positive impact on sales as a result of prior marketing agreements and
alliances, which had increased traffic to our Web site.

For the next twelve months, we intend to focus our resources and efforts on
increasing sales and possibly entering into new business areas. We will continue
our efforts to provide superior service and extended product warranties,
establish a high placement with various search engines, create brand awareness
with the intent to leverage that awareness by launching additional Web sites,
and expand into other areas which may offer a higher gross profit margin
potential.

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. To date we have unsuccessful in getting Swartz
Private Equity to purchase shares or help support the company by increasing its
awareness in the investment community. We plan on terminating this relationship.

GOING CONCERN

We have only generated minimal revenues since our inception in 1986. As of June
30, 2003, we had an accumulated deficit of $16,069,815. We have suffered
significant losses from operations, require additional financing, and need to
continue our expansion of our Internet e-commerce businesses. Ultimately we need
to generate sufficient revenues and successfully attain profitable operations.
Our present operations do not generate sufficient revenues to cover our
expenses. We cannot provide assurance that we will be able to do so. These
factors, among others, raise substantial and compelling doubt about our ability
to continue as a going concern.

ADDITIONAL FUNDING AND RECENT EVENTS

As of June 30, 2003 we had a working capital deficit of $64,871. We will need
external financing implement our plan of operations concerning 2Live and the
perfume sales. In July 2003 we completed a private placement of 512,500 shares
and 512,500 warrants for which we received $41,000 in gross proceeds. In October
2003 we resolved to issue 383,750 units for gross proceeds of $30,700, $4,000 of
which were received at June 30, 2003. Each unit will consist of one common share
and one share purchase warrant. The warrants are exercisable at a price of $0.08
per share for the first year and at $0.10 per share for the second year.

We will need external financing to implement our plan of operations. Since our
Internet e-commerce business operations are not yet profitable, we have been
attempting to diversify our operations. We entered into an exclusive marketing
and licensing agreement with New Morning Enterprises Inc. for the Canadian and
United States rights to sell a new herbal product to treat diabetes mellitus. We
have made arrangements for several medical professionals and vitamin companies
in the United States to test the effectiveness of the product claims of New
Morning. We are issuing New Morning 25,000,000 shares of our common stock for
the Canadian marketing rights. However, these shares are cancelable within six
months if our directors are not satisfied with the documentation concerning the
success of this product. In addition and related to this transaction, we agreed
to issue a total of 6,000,000 common shares to consultants at a price of $0.07
per share relating to the diabetic product and for contract negotiations. We
also agreed to grant 2,000,000 options at an exercise price of $0.07 per share
to affiliates of New Morning.

In September 2003, we agreed to reprice certain management stock options
totaling 1,950,000 to $0.07 per share and resolved to issue management a total
884,900 common shares at a price of $0.07 per share for services. In addition we
agreed to file an S-8 registration statement with the SEC to register all the
shares being issued for services.


                                       21
<PAGE>



ITEM 3.  CONTROLS AND PROCEDURES

To improve our disclosure controls and procedures, we closed our Vancouver
office at the end of March 2003. We then engaged a U.S.-based auditing firm in
June 2003. We are in the process of consolidating our entire inventory in one
location.

As of the end of the period covered by this report, we have evaluated, under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, the effectiveness of the design
and operation of our disclosure controls and procedures as defined in Exchange
Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
will be effective once we have all of the inventory in one location. Disclosure
controls and procedures are controls and procedures that are designed to ensure
that information required to be disclosed in company reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms.

There has been no change in our internal control over financial reporting
identified in the above evaluation that occurred during our last fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.















                                       22
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings

              Not Applicable.

Item 2.       Changes in Securities

              During the three (3) months ended June 30, 2003 we did issue any
              shares of our common stock and did not grant any stock options.

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

                  EXHIBITS:

 REGULATION                               EXHIBIT
 S-B NUMBER

    2.1          Plan of Merger Merging Timebeat.com Enterprises Inc., a Wyoming
                 Corporation into Timebeat.com Enterprises Inc., a Nevada
                 Corporation (1)

    3.1          Articles of Incorporation (2)

    3.2          Bylaws (2)

   10.1          Letter Agreement dated October 10, 1993 between the Company and
                 Energex Minerals Ltd. regarding the JD Property (Amendment) (3)

   10.2          Letter Agreement dated September 30, 1994 between the Company
                 and Energex Minerals Ltd. (3)

   10.3          Agreement dated January 10, 1996 between the Company and
                 Energex Minerals Ltd. (3)

   10.4          Agreement dated June 14, 1996 between the Company and Energex
                 Minerals Ltd. (3)

   10.5          Agreement dated December 6, 1996 between the Company and Cheni
                 Resources Inc. and Meota Resources Corp. (3)

   10.6          Maps of the Company's Properties (3)

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

   10.8          Letter of Intent dated March 5, 1999, between the Company,
                 Watch Central Corporation and Timebeat.com Inc. (4)


                                       23

<PAGE>

 REGULATION                               EXHIBIT
 S-B NUMBER


   10.9          Agreement dated December 14, 1999 between the Company,
                 Watchzone.net Inc., the management of Watchzone.net Inc., and
                 Timebeat.com Inc. (4)

   10.10         Timebeat.com Asset Acquisition Agreement of Watchzone.net and
                 Watchzone.tv, and Employment Agreement dated November 1, 2000
                 (4)

   10.11         Malaspina Consultants Inc. Term Sheet office lease dated August
                 27, 1998 (4)

   10.12         Consulting Agreement with Palm Beach Consulting Corp. dated
                 February 25, 2001(4)

   10.13         Amended and Restated Investment Agreement between the Company
                 and Swartz Private Equity dated October 10, 2001 (4)

   10.14         Amended and Restated Registration Rights Agreement between the
                 Company and Swartz Private Equity dated October 10, 2001(4)

   10.15         Form of Commitment Warrants (4)

   10.16         Consulting Agreement with Eureka Ventures Inc. dated January 1,
                 2001 (5)

   10.17         Stock Option Agreement with Jack Stein dated March 15, 2002 (6)

   10.18         Stock Option Agreement with Thomas L. Crom dated March 15, 2002
                 (6)

   10.19         2002 Nonstatutory Stock Option Plan (7)

   10.20         Exclusive Marketing Agreement with New Morning Enterprises
                 (Canada) Inc. dated September 22, 2003

   10.21         Consulting agreement with Philip Toy dated August 21, 2003.

   10.22         Consulting agreement with Larry Lorenz dated August 21, 2003.

     21          List of subsidiaries (6)

   31.1          Certification Pursuant to Rule 13a-14(a) of Chief Executive
                 Officer

   31.2          Certification Pursuant to Rule 13a-14(a) of Chief Financial
                 Officer

   32.1          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
                 Chief Executive Officer

   32.2          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
                 Chief Financial Officer
---------------------
(1)  Incorporated by reference to our proxy materials filed July 3, 2001
(2)  Incorporated by reference to our registration statement on Form S-8, file
     no. 333-75474.
(3)  Incorporated by reference to our Annual Report on Form 20-F for the fiscal
     year ended March 31, 1999, file no. 0-29260.
(4)  Incorporated by reference to our Registration Statement on Form SB-2, file
     no. 333-59222.
(5)  Incorporated by reference to our Annual Report on Form 10-KSB for the
     fiscal year ended March 31, 2001.
(6)  Incorporated by reference to our Annual Report on Form 10-KSB for the
     fiscal year ended March 31, 2002.


                                       24

<PAGE>

(7)  Incorporated by reference to our Annual Report on Form 10-KSB for the
     fiscal year ended March 31, 2003.

(b)  REPORTS ON FORM 8-K:  On June 11, 2003, the registrant filed for Form 8-K
dated June 4, 2003, disclosing under Item 4.Changes in Registrant's Certifying
Accountant, the change of its auditors.   No financial statements were required
to be filed.


                                   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 26, 2003      By:  /s/ THOMAS L. CROM
                                   ---------------------------------------------
                                      Thomas L. Crom, Chief Financial Officer




                                       25
<PAGE>


                                  EXHIBIT 31.1

                    CERTIFICATION PURSUANT TO RULE 13A-14(A)

I, Alexander Vileshin, certify that:

1.       I have reviewed this  quarterly  report on Form 10-QSB of  Timebeat.com
         Enterprises Inc.;

2.       Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the small business  issuer as of, and for, the periods  presented in
         this report;

4.       The small  business  issuer's  other  certifying  officer(s)  and I are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e))
         for the small business issuer and have:

         (a)      designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the  small  business  issuer,  including  its  consolidated
                  subsidiaries,  is made  known  to us by  others  within  those
                  entities,  particularly during the period in which this report
                  is being prepared;

         (b)      evaluated the  effectiveness  of the small  business  issuer's
                  disclosure  controls  and  procedures  and  presented  in this
                  report  our  conclusions   about  the   effectiveness  of  the
                  disclosure  controls  and  procedures,  as of  the  end of the
                  period covered by this report based on such evaluation; and

         (c)      disclosed  in this  report  any  change in the small  business
                  issuer's  internal  control  over  financial   reporting  that
                  occurred during the small business issuer's most recent fiscal
                  quarter (the small business  issuer's fourth fiscal quarter in
                  the case of an annual report) that has materially affected, or
                  is reasonably likely to materially  affect, the small business
                  issuer's internal control over financial reporting; and

5.       The small  business  issuer's  other  certifying  officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial  reporting,  to the small business  issuer's auditors and the
         audit  committee of small  business  issuer's  board of  directors  (or
         persons performing the equivalent functions):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal control over financial reporting which are reasonably
                  likely to adversely affect the small business issuer's ability
                  to   record,   process,   summarize   and   report   financial
                  information; and

         (b)      any fraud,  whether or not material,  that involves management
                  or other  employees who have a  significant  role in the small
                  business issuer's internal control over financial reporting.

Date: November 26, 2003
                                          /s/ ALEXANDER VILESHIN
                                          --------------------------------------
                                          Chief Executive Officer

                                       26
<PAGE>


                                  EXHIBIT 31.2
                    CERTIFICATION PURSUANT TO RULE 13A-14(A)

I, Thomas L. Crom, certify that:

1.       I have reviewed this  quarterly  report on Form 10-QSB of  Timebeat.com
         Enterprises Inc.;

2.       Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the small business  issuer as of, and for, the periods  presented in
         this report;

4.       The small  business  issuer's  other  certifying  officer(s)  and I are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e))
         for the small business issuer and have:

         (a)      designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the  small  business  issuer,  including  its  consolidated
                  subsidiaries,  is made  known  to us by  others  within  those
                  entities,  particularly during the period in which this report
                  is being prepared;

         (b)      evaluated the  effectiveness  of the small  business  issuer's
                  disclosure  controls  and  procedures  and  presented  in this
                  report  our  conclusions   about  the   effectiveness  of  the
                  disclosure  controls  and  procedures,  as of  the  end of the
                  period covered by this report based on such evaluation; and

         (c)      disclosed  in this  report  any  change in the small  business
                  issuer's  internal  control  over  financial   reporting  that
                  occurred during the small business issuer's most recent fiscal
                  quarter (the small business  issuer's fourth fiscal quarter in
                  the case of an annual report) that has materially affected, or
                  is reasonably likely to materially  affect, the small business
                  issuer's internal control over financial reporting; and

5.       The small  business  issuer's  other  certifying  officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial  reporting,  to the small business  issuer's auditors and the
         audit  committee of small  business  issuer's  board of  directors  (or
         persons performing the equivalent functions):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal control over financial reporting which are reasonably
                  likely to adversely affect the small business issuer's ability
                  to   record,   process,   summarize   and   report   financial
                  information; and

         (b)      any fraud,  whether or not material,  that involves management
                  or other  employees who have a  significant  role in the small
                  business issuer's internal control over financial reporting.


Date: November 26, 2003
                                         /s/ THOMAS L. CROM
                                         ---------------------------------------
                                         Chief Financial Officer


                                       27
<PAGE>


                                  EXHIBIT 32.1

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Timebeat.com Enterprises, Inc. (the
"Company") on Form 10-QSB for the year ending June 30, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Alexander Vileshin, President (Chief Executive Officer) of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1)      The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.


/s/ ALEXANDER VILESHIN
--------------------------------------
Alexander Vileshin, President






















                                       28
<PAGE>


                                  EXHIBIT 32.2

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Timebeat.com Enterprises Inc. (the
"Company") on Form 10-QSB for the quarter ending June 30, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Thomas L. Crom, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1)      The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.


/s/ THOMAS L. CROM
----------------------------------------
Thomas L. Crom, Chief Financial Officer


















                                       29