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: September 30, 2001

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

                         Commission file number 0-29260

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


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

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

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

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

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes    No  X
                                                                      ----  ----

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

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

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


<PAGE>


                          TIMEBEAT.COM ENTERPRISES INC.

                                      INDEX

PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Consolidated Balance Sheets

              Consolidated Statements of Operations and Deficit

              Consolidated Statements of Cash Flow

              Notes to Consolidated Financial Statements

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


PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item 2.  Changes in Securities

     Item 3.  Defaults Upon Senior Securities

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

     Item 5.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K


PART III - SIGNATURES



                                       2


<PAGE>

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


<TABLE>
<CAPTION>
                                                                            SEPTEMBER 30,                MARCH 31,
                                                                                2001                        2001
                                                                          -----------------          ----------------
<S>                                                                       <C>                        <C>

ASSETS

Current assets:
   Cash and cash equivalents                                              $         17,445           $        35,044
   Accounts receivable                                                                 398                    70,333
   Due from related parties (Note 4a)                                               11,054                    74,454
   Prepaid Expenses                                                                    658                     1,250
   Inventory                                                                       170,577                   182,546
                                                                          -----------------          ----------------
         Total current assets                                                      200,132                   363,627

Restricted term deposits                                                            12,692                    12,692
Investment in Watchzone websites                                                     3,500                     3,500
Capital Assets, net                                                                 20,270                    23,337
                                                                          -----------------          ----------------

TOTAL ASSETS                                                              $        236,594           $       403,156
                                                                          =================          ================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued liabilities                               $        115,819           $       168,390
   Due to related parties (Note 4b)                                                  4,720                   106,445
   Share subscriptions received                                                          -                    40,041
                                                                          -----------------          ----------------
         Total current liabilities                                                 120,539                   314,877

Stockholders' equity:
   Common stock, no par value, 100,000,000 shares
   Authorized; 17,999,370 and 16,511,204 shares
   Issued and outstanding at September 30, 2001 and
   March 31, 2001 respectively (Note 5)                                          9,822,629                 9,381,299
   Share subscriptions receivable                                                 (137,000)                        -
   Compensation on granting and re-pricing
   of Stock Options                                                              3,279,959                 3,206,277
   Revaluation of shares released from escrow                                      692,529                   692,529
   Compensation expense on issuance of warrants                                    540,625                   518,220

   Deficit                                                                     (14,082,687)              (13,710,046)
                                                                          -----------------          ----------------
          Total stockholders' equity                                               116,055                    88,279
                                                                          -----------------          ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $        236,594           $       403,156
                                                                          =================          ================
</TABLE>

                                       3
<PAGE>


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

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED                      SIX MONTHS ENDED
                                                                 SEPTEMBER 30,                           SEPTEMBER 30,
                                                           2001                 2000                2001                2000
                                                    ----------------      ---------------      --------------     ---------------
<S>                                                 <C>                   <C>                  <C>                <C>
SALES                                               $         2,483       $        6,270       $       7,173      $       15,475

Cost of goods sold                                            5,460                 (360)              8,440               6,584
                                                    ----------------      ---------------      --------------     ---------------

GROSS PROFIT                                                 (2,977)               6,630              (1,267)              8,891
                                                    ----------------      ---------------      --------------     ---------------

EXPENSES
  Advertising                                                   559                  500               2,309              18,924
  Amortization                                                1,473                2,005               3,067               3,838
  Bad debt expense                                            4,938                    -               4,938                   -
  Management and consulting fees                             18,042               35,248              68,720              63,302
  Foreign exchange loss                                       4,859               11,667               6,379               9,593
  Interest and bank charges                                   2,378                  326               3,024                 403
  Inventory write down                                        5,594                    -               5,594                   -
  Professional fees                                          30,794                7,781              59,869              10,472
  Office and administration                                   4,358                5,834               6,003               7,671
  Rent                                                        6,550               11,031              13,165              19,623
  Salaries and wages                                         13,571               18,577              26,969              40,812
  Investor information and relations                         10,059               31,632              12,924              52,677
  Telephone, fax and utilities                                7,604                5,905              14,600              13,387
  Transfer agent and regulatory fees                          4,371                3,678               5,181               4,779
  Travel                                                      3,259                1,578               3,259               1,578
  Mineral exploration                                         4,432              212,690               4,433             223,851
  Stock based compensation                                   37,973              559,453              96,087             588,858
  Website development                                        36,668                8,317              36,668               8,317
                                                    ----------------      ---------------      --------------     ---------------

TOTAL EXPENSES                                              197,482              916,222             373,189           1,068,085
                                                    ----------------      ---------------      --------------     ---------------

Loss before interest income                                (200,459)            (909,592)           (374,456)         (1,059,194)
   Interest income                                            1,496               15,491               1,815              16,121
                                                    ----------------      ---------------      --------------     ---------------

LOSS FOR THE PERIOD                                        (198,963)            (894,101)           (372,641)         (1,043,073)

Deficit, beginning of period                            (13,883,724)         (12,412,847)        (13,710,046)        (12,263,875)
                                                    ----------------      ---------------      --------------     ---------------

Deficit, end of period                              $   (14,082,687)      $  (13,306,948)      $ (14,082,687)     $  (13,306,948)
                                                    ================      ===============      ==============     ===============

LOSS PER SHARE, BASIC AND DILUTED                   $         (0.01)      $        (0.06)      $       (0.02)     $        (0.06)
                                                    ================      ===============      ==============     ===============

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING                                              16,845,205           16,217,202          16,605,991          16,217,202
                                                    ================      ===============      ==============     ===============

</TABLE>

                                       4

<PAGE>


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

                                                                                    SIX MONTHS ENDED SEPTEMBER 30,
                                                                                     2001                    2000
                                                                               ---------------         ---------------
<S>                                                                            <C>                     <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Loss for the period                                                         $     (372,641)         $    (1,043,073)
   Adjustments to reconcile net loss to net cash used
   in operating activities:
        Stock based compensation                                                       96,087                  588,858
        Amortization                                                                    3,067                    3,838
        Inventory writedown                                                             5,594
   Changes in working capital items:
        Accounts receivable                                                            69,935                   43,810
        Due from related parties                                                       63,400                        -
        Prepaid expenses                                                                  592                        -
        Inventory                                                                       6,374                  (18,226)
        Accounts payable and accrued liabilities                                      (52,571)                  28,701
        Due to related parties                                                       (101,725)                       -
                                                                               ---------------         ----------------
NET CASH USED IN OPERATING ACTIVITIES                                                (281,888)                (396,092)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds on issuance of common shares                                             264,289                        -
                                                                               ---------------         ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                             264,289                        -


CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of capital assets                                                           -                   (7,519)
                                                                               ---------------         ----------------
NET CASH USED IN INVESTING ACTIVITIES                                                       -                   (7,519)


DECREASE IN CASH AND CASH EQUIVALENTS                                                (17,599)                 (403,611)

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                               35,044                  592,402
                                                                               ---------------         ----------------

     End of period                                                             $       17,445          $       188,791
                                                                               ===============         ================

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

Supplemental disclosure for non-cash financing and investing activities:

During  the six month period ended September 30, 2001, the Company issued shares
of common stock  totaling $177,041 in exchange  for share subscriptions received
in advance of $40,041 and share subscriptions receivable of $137,000. There were
no significant  non-cash financing or  investing activities during the six month
period ended September 30, 2000.

                                       5

<PAGE>


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


1.   NATURE OF OPERATIONS

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

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

2.   GOING CONCERN

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

     ===========================================================================
                                      September 30,                March 31,
                                               2001                     2001
     ---------------------------------------------------------------------------

     Deficit                          $(14,082,687)            $(13,710,046)
     Working capital                        79,593                   48,750
     ===========================================================================

3.   BASIS OF PRESENTATION

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

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


                                       6

<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


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

     STOCK BASED COMPENSATION

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


     MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS

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

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


                                       7

<PAGE>

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


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

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

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


     FOREIGN CURRENCY TRANSLATION AND REPORTING CURRENCY

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

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

<TABLE>
<CAPTION>
     =================================================================================================================
                                                                                     Three Month            Six Month
                                                                                    Period Ended         Period Ended
                                                                                   September 30,        September 30,
                                                                                            2000                 2000
     -----------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                   <C>
     STATEMENT OF OPERATIONS AND DEFICIT                                         $      (121,958)      $     (230,364)
     Loss under Cdn GAAP
         Stock based compensation expense                                               (559,453)            (588,858)
         Mineral properties                                                             (212,690)            (223,851)
                                                                                 ----------------      ---------------

     Loss under U.S. GAAP                                                        $      (894,101)      $   (1,043,073)
     =================================================================================================================

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

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

                                       8

<PAGE>

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


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

     The  weighted average number of  shares outstanding do not include warrants
     and stock options outstanding as their effect would be anti-dilutive.

     NEW ACCOUNTING PRONOUNCEMENTS

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

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

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

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

                                       9

<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


4.   RELATED PARTY TRANSACTIONS

<TABLE>
     A)  Due from related parties consists of the following:

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

     Due from a director                                               $            0             $       3,000
     Due from a company controlled by a director                                3,250                    32,084
     Due from a company subject to significant
     influence by a director                                                    7,804                    39,370
                                                                       ---------------            --------------
                                                                       $       11,054             $      74,454
     ===========================================================================================================
</TABLE>

<TABLE>
     B)  Due to related parties consists of the following:

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

     Due to a director                                                 $        4,720             $       1,988
     Due to companies  controlled by directors and persons
     related to directors                                                           0                    65,017
     Due to a company subject to significant
     influence by a director                                                        0                    39,440
                                                                       ---------------            --------------
                                                                       $        4,720             $     106,445
     ===========================================================================================================
</TABLE>

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

<CAPTION>
     ===========================================================================================================
                                                                                 2001                      2000
     -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                        <C>
     Management and consulting fees                                    $       29,950             $      44,800
     Rent                                                                       6,000                    14,850
                                                                       ---------------            --------------
                                                                       $       35,950             $      59,650
     ===========================================================================================================
</TABLE>


                                       10

<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
SEPTEMBER 30, 2001
================================================================================

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

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

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

         Sales                                      $   2,630        $  15,475
         Purchases                                      3,030            5,472
         Rent                                           3,000           12,000
         Wages                                          3,981           40,812
         =======================================================================

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

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


5.   COMMON  STOCK

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

     On September 28, 2001, the Company issued 919,166 units pursuant to private
     placement  agreements  at $0.30 per unit for total  proceeds of $275,750 of
     which $137,000 is still outstanding as share subscriptions receivable as of
     September 30, 2001. Each unit consists of one share of common stock and one
     non-transferable  share purchase warrant.  Each warrant entitles the holder
     to  purchase  one share of common  stock of the Company at a price of $0.30
     per share until January 12, 2002, and at $0.375 until January 12, 2003.




                                       11

<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
SEPTEMBER 30, 2001
================================================================================

5.   COMMON STOCK (cont'd...)

     A)  WARRANTS

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

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

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

             400,285                   CDN $ 1.0300             Nov. 12, 2001
             794,002                    US $ 0.3000             January 12, 2002
                                  then at  $ 0.3750             January 12, 2003
             919,166                       $ 0.3000             January 12, 2002
                                  then at  $ 0.3750             January 12, 2003
             760,000                       $ 0.7500             July 10, 2005
             144,000                       $ 0.7500             July 10, 2005
              90,400                       $ 0.3438             April 10, 2006
         =======================================================================

     B)  STOCK OPTION PLAN

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

         During  the six months  ended September  30, 2001, the  Company granted
         options to a third party consultant  to acquire 101,500 shares pursuant
         to  the  Plan.  In  addition, the  Company granted  options to  acquire
         250,000  shares pursuant  to the Plan and  a consultant to  the Company
         exercised 64,000 options between  July 18, 2001 and August 1, 2001.  In
         addition, in the  quarter ended September 30, 2001, the Company entered
         into an agreement wherein it may  grant a further 300,000 options at an
         exercise price of  $0.32 per share  based on certain sales  targets for
         its recently acquired perfume lines being met. As of September 30, 2001
         none of these sales targets had  been met and  accordingly, none of the
         options related to the perfume agreement had been granted.



                                       12

<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
SEPTEMBER 30, 2001
================================================================================

5.   COMMON STOCK (cont'd...)

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

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

                  100,000           CDN $ 0.77             March 5, 2003
                  304,000                 0.77             March 8, 2004
                   50,000                 1.03             June 1, 2004
                  300,000                 0.76             August 16, 2004
                  731,000                 0.76             September 30, 2004
                  117,000                 1.10             December 15, 2004
                   50,000                 0.76             May 5, 2005
                   80,000                 0.76             May 19, 2005
                   50,000                 1.15             June 15, 2005
                   75,000                 0.56             October 15 2005
                      500            US $ 0.37             March 31, 2006
                  101,000                 0.51             March 31, 2006
                  200,000                 0.32             July 1, 2006
                   50,000                 0.38             September 10, 2004
                   ------

                2,208,500
         =======================================================================

         As  at  September 30, 2001,  options  to purchase  up to 991,500 shares
         remained available to be granted under the Plan.

     C)  STOCK BASED COMPENSATION

         The following is a summary of the  stock based compensation plan during
         the six month period ended September 30, 2001.


         -----------------------------------------------------------------------
                                                   NUMBER           WEIGHTED
                                                     OF         AVERAGE EXERCISE
                                                   SHARES            PRICE
         -----------------------------------------------------------------------

         Outstanding at March 31, 2001           1,921,000          $  0.53

         Granted                                  101,500           $  0.51
         Cancelled on repricing                   (64,000)             0.52
         Granted on repricing                      64,000              0.22
                                                -----------
         Outstanding at June 30, 2001            2,022,500          $  0.48
                                                ===========

                                       13

<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


5.   COMMON STOCK (cont'd...)


         -----------------------------------------------------------------------
                                                   NUMBER           WEIGHTED
                                                     OF         AVERAGE EXERCISE
                                                   SHARES            PRICE
         -----------------------------------------------------------------------

         Granted                                   250,000          $  0.33
         Exercised                                 (64,000)         $  0.22
                                               --------------

         Outstanding at September, 2001           2,208,500         $  0.48
                                               ==============

         Exercisable at September 30, 2001        1,878,167         $  0.51
                                               ==============

         Weighted average fair value of options                     $  0.24
         granted during the six month period
         ended September 30, 2001

         -----------------------------------------------------------------------

     The  Company  granted  250,000  options  to an officer  and to third  party
     consultants  during the three month period ended  September  30, 2001 and a
     total of  351,500  for the six  month  period  ended  September  30,  2001.
     Accordingly,  the  stock-based  compensation  recognised  using  the  Black
     Scholes  Option Pricing Model was $29,568 for the first quarter and $57,570
     for the second  quarter.  The amount  expensed  for the  granting  of stock
     options  during the six month period ended  September 30, 2001 was $ 73,682
     (during the six month period ended September 30, 2000 - $70,368). A balance
     of  $223,062  is to be  amortised  to expense  over the  remaining  term of
     consultants'  and  employees'  services  which range over a period of three
     years.

     The company issued 90,400  warrants to third party  consultants  during the
     six month  period  ended  September  30,  2001.  Accordingly,  stock  based
     compensation  expense recognized for the issuance of the warrants using the
     Black Scholes option-pricing model was $22,405.

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


                                         SEPTEMBER 30          MARCH 31
                                             2001                2001
                                        ---------------     --------------
        Risk free interest rate              5.04%               6.41%
        Expected life                      2.86 years           3 years
        Expected volatility                 147.80%           123% - 227%



                                       14


<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


6.   SEGMENTED INFORMATION

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

     Segmented information as of September 30, 2001 comprises the following:

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

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

Capital assets                                                   $    3,591           16,679      $     20,270
Total assets                                                         25,971          210,623           236,594
Sales                                                                     -            7,173             7,173
Interest income                                                       1,815                -             1,815
Deferred exploration and acquisition costs written off                    -                -                 -
Loss                                                                226,805          145,836           372,641
===============================================================================================================
</TABLE>


7.   CONTINGENCIES AND COMMITMENTS

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

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

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

     d)  On  October 19, 2000 the  Company passed various resolutions related to
         investment  agreements with  Swartz  Private  Equity  LLC  for  raising
         proceeds through  share issuance  of up to $25 million over a period of
         three years.  The agreements,  which were  amended  on March  30, 2001,
         contain conditions that  the Company  meet certain  listing and pricing
         requirements.  Funds will  be made  available  subject  to the  Company
         meeting certain conditions including a change of domicile to the United
         States.  As  consideration,  the  Company granted  warrants to purchase
         760,000 and  144,000 shares exercisable  at $0.75 per  share until July
         10, 2005 and 90,400 shares exercisable at $0.3438 until April 10, 2006.


                                       15

<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


8.   SUBSEQUENT EVENT

     On  October  16,  2001  the  company  completed  its  previously  announced
     re-domicile of incorporation from the Yukon Territory,  Canada to the State
     of Nevada.



















                                       16
<PAGE>


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

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

CAUTION

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

OVERVIEW

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

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

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

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

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


                                       17

<PAGE>


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

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

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

We have only generated minimal revenues since our inception in 1986. As of
September 30, 2001, we have an accumulated deficit of $14,082,687. 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 net losses of $198,963 and $372,641 for the three and six months
ended September 30, 2001, as compared to net losses of $894,101 and $1,043,073
for the three and six months ended September 30, 2000. Our revenues were $2,483
and $7,173 for the three and six months ended September 30, 2001 as compared
with revenues of $6,270 and $15,475 for the three and six-month periods ending
September 30, 2000. The revenues were generated from sales in our Internet
operations, and are net of sales or promotional discounts. Revenue from the sale
of products offered on both the Timebeat4teens and Timebeat websites is
recognized when the goods are shipped and received. The cost of goods sold
related to these revenues was $5,460 and $8,440 leaving negative gross margins
of $2,977 and $1,267 for the current periods as compared to costs of goods sold
of $(360) and $6,584 and gross margins of $6,630 and $8,891 for the three and
six months ended September 30, 2000. The decreases in revenues for the current
period are attributable to reduced watch and jewelry sales due to slower overall
economic conditions and the Timebeat4teens site being very much at the start up
phase with traffic just starting to build. We also introduced a new line of
Allison watches in March 2001. To help increase awareness of the Timebeat4teens
site and the new line of watches, we incurred some promotional costs which
increased our costs of goods sold to such a degree that we had negative gross
margins. The cost of goods sold consisted primarily of the cost of the products,
and included such items as inbound and outbound shipping costs. Cost of goods
sold is comprised exclusively of the acquisition cost of the merchandise sold
inclusive of any import duties. Our inventory is valued at the lower of cost and
net realizable value. In addition, we generated interest income of $1,496. For
the comparable period in 2000, we generated interest income of $15,491. The
decrease is attributable to the cash balances being marginally lower during a
period of lower interest rates decreasing interest income.


                                       18

<PAGE>

Our expenses were $197,482 and $373,189 for the three and six months ended
September 30, 2001, as compared to $916,222 and $1,068,085 for the three and six
months ended September 30, 2000. The decrease in expenses is partially
attributable to a decrease in stock based compensation from $559,453 and
$588,858 to $37,973 and $96,087. In addition, mineral exploration expenses
decreased from $212,690 and $223,851 in the previous year to $4,432 and $4,433
in the current year. Shareholder information costs also decreased from $31,632
and $52,677 in the previous year to $10,059 and $12,924 in the current year. In
accordance with certain United States Financial Accounting Standards Board
accounting standards, we are required to establish a fair market value based
method of accounting for stock option compensation plans. We use the Black
Scholes Option Pricing Model to determine the fair market value of employee
stock options and other security based compensation. In the three and six months
ended September 2000, all stock based compensation was related to the grant of
incentive stock options whereas for the three and six months ending September
2001, the stock based compensation included both incentive warrants and stock
options.

We expense Web site development expenditures in the year incurred. As described
above, we began developing WWW.TIMEBEAT4TEENS.COM in May 2000 and launched the
auction component of WWW.TIMEBEAT.COM in June 2000. Accordingly, management and
consulting fees decreased from $35,248 for the three months ended September 30,
2000 to $18,042 for the three months ended September 30, 2001. Professional Fees
are comprised primarily of legal fees. Professional Fees increased from $7,781
and $10,472 in previous year to $30,794 and $59,869 in the current year as we
incurred additional legal fees related to the shareholder approval process and
other work related to moving the incorporation of the company from the Yukon
Territory Canada to the State of Nevada and other efforts related to the US and
the $25,000,000 equity line. The trend for higher legal fees is not expected to
continue beyond December 2001 as all filings related to the equity line of
credit should be completed and we have completed the change of legal domicile to
the United States.

ANTICIPATED TRENDS

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

LIQUIDITY

During the six months ended September 30, 2001, we used cash of $281,888 for our
operating activities, as compared to $396,092 for the period in 2000. The
decrease in the amount of cash used in operating activities was attributable
primarily to the decreased loss for the current period. We received proceeds of
$264,289 from the issuance of our common stock during the six months ended
September 30, 2001as compared to no proceeds during the six-month period ended
September 30, 2000 when we raised no funds from financing. Our cash for
investing activities was nil for the current period, as compared to $(1,078) for
the period in 2000. At September 30, 2001 we had working capital of $79,593 as
compared to $48,750 at March 31, 2001. The increase in working capital was
primarily caused by reduction in accounts payable of and accrued liabilities
from $168,390 to $115,819 and a reduction in payables due to related parties
from $106,445 to $4,720. Collectively the reduction in these payables totaled
$154,296.

FINANCIAL CONDITION

Our total assets decreased from $403,156 at March 31, 2001 to $236,594 at
September 30, 2001. The decrease was primarily attributable to the decrease in
accounts receivable that was consumed in operations. Our stockholders' equity
increased due to decrease in liabilities partially offset by an increase


                                       19

<PAGE>


in the accumulated deficit that increased by the amount of our loss for the six
months ended September 30, 2001.

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%. At September
30, 2001, our capital assets had a total net book value of $20,270.

SEASONALITY

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

PLAN OF OPERATION MINERAL EXPLORATION.

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

INTERNET WEB SITES.

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


                                       20

<PAGE>

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

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

CHANGE OF DOMICILE

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

ADDITIONAL FUNDING

As of September 30, 2001 we had a working capital surplus of $79,593. This
amount should increase as we completed a significant amount of reclamation work
on the mineral properties and expect the return of the majority of the
restricted term deposit of $20,000. Although we anticipate a minimal amount of
work on our exploration properties during the next twelve months, exploration
and reclamation are capital intensive. The cost to complete our objectives
relating to the Web sites and our ongoing operation costs are also extensive.
For these reasons, we believe we have sufficient working capital for the next
few months. As a result, we will need external financing implement our plan of
operations. On November 16, 2000, we entered into an investment agreement with
Swartz Private Equity, LLC. The investment agreement entitles us to issue and
sell our common stock from time to time for up to an aggregate of $25 million.
This financing allows us to issue common stock and warrants at our discretion as
often as monthly as funds are needed in amounts based upon certain market
conditions, and subject to an effective registration statement. The pricing of
each common stock sale is based upon current market prices at the time of each
drawdown, and we may set a floor price for the shares at our discretion. There
is no assurance that this financing arrangement will enable us to implement our
long-term growth strategy. Accordingly, our sources of financing are uncertain
if the desired proceeds from the Swartz equity financing arrangement are not
obtained. Our failure to obtain additional financing when needed could


                                       21

<PAGE>

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, 2001, 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.








                                       22
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES

         During the three (3) months ended September 30, 2001 we issued
         919,166 units, each of which consisted of one share of common
         stock and one common stock purchase warrant, for total gross
         proceeds of $275,750. No underwriters were used. Sales were made
         in reliance upon the exemption from registration contained in
         Section 4(2) of the Securities Act of 1933, as all of the
         purchasers were sophisticated financially and with respect to us.
         All of the purchasers were prior shareholders.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

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

         The registrant held a special meeting of its shareholders on
         August 14, 2001 to vote upon a change of domicile from the Yukon
         Territory to the State of Nevada. The change of domicile included
         a continuance from the Yukon Territory into the State of Wyoming,
         followed by a merger between the Wyoming corporation and a newly
         formed Nevada corporation. The shareholders of the registrant
         approved the continuance and merger by vote of 8,586,227 in favor
         and 245,200 against.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A)  EXHIBITS

 REGULATION
 S-B NUMBER                                EXHIBIT

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

    3.2      Certificate of Incorporation and Memorandum (1)

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

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


                                       23

<PAGE>

 REGULATION
 S-B NUMBER                                EXHIBIT

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

    4.4      Sample Purchase Warrants (1)

    4.5      Sample Purchase Options (1)

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

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

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

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

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

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

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

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

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

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

   10.11     1994 Drilling Results (1)

   10.12     1995 Drilling Results (1)

   10.13     1996 Drilling Results (1)

   10.14     Maps of the Company's Properties (1)

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

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

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

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


                                       24

<PAGE>

 REGULATION
 S-B NUMBER                                EXHIBIT

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

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

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

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

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

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

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

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

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

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

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

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

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

   10.32     Form of Commitment Warrants (3)

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

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

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

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

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


                                       25
<PAGE>



         (B)   REPORTS ON FORM 8-K:   The  registrant filed a report on Form 8-K
               dated July 21, 2001 on September 17, 2001, reporting under Item 4
               the  change  in  the  registrant's  certifying  accountant.    No
               financial statements were required to be filed in connection with
               this report.


                                   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:    December  3, 2001        By:   /s/ THOMAS L. CROM
                                     -------------------------------------------
                                       Thomas L. Crom, Corporate Secretary
                                       (Principal financial officer)







                                       26