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, 2000

[ ]              TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE
                                  EXCHANGE ACT
   For the transition period from _____________________ to __________________

                         Commission file number 0-29260

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

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

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

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

                             AGC AMERICAS GOLD CORP.
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

             16,217,202 SHARES OF COMMON STOCK, NO PAR VALUE, AS OF
                               SEPTEMBER 30, 2000

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




<PAGE>



                         TIMEBEAT.COM ENTERPRISES, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Consolidated Balance Sheets

              Consolidated Statements of Operations

              Consolidated Statements of Cash Flow

              Notes to Consolidated Financial Statements

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


PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item 2.  Changes in Securities and Use of Proceeds

     Item 3.  Defaults Upon Senior Securities

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

     Item 5.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES

                                        2

<PAGE>



                          TIMEBEAT.COM ENTERPRISES INC.
                           CONSOLIDATED BALANCE SHEETS
                              (In Canadian Dollars)
<TABLE>
<CAPTION>

                                                                       SEPTEMBER 30,             MARCH 31,
                                                                           2000                    2000
                                                                       -------------           ------------
                                                                        (Unaudited)
ASSETS
<S>                                                                    <C>                     <C>
Current assets:
     Cash and cash equivalents                                         $   283,319             $   861,299
     Accounts receivable                                                   121,684                 181,643
     Inventory                                                             153,181                 121,906
                                                                       ------------            ------------

         Total current assets                                              558,184               1,164,848

Restricted term deposit                                                    205,000                 205,000

Deferred exploration costs                                               5,279,734               4,947,942

Equipment, net                                                              39,230                  33,473
                                                                       ------------            ------------

         Total assets                                                  $ 6,082,148             $ 6,351,263
                                                                       ============            ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable and accrued liabilities                         $   333,945             $   285,797

Commitments and contingencies

Stockholders' equity:
     Common stock, no par value, 100,000,000 shares
         authorized, 16,217,202 and 16,217,202 shares
         issued and outstanding at September 30, 2000 and
         March 31, 2000, respectively                                   13,510,163              13,510,163
     Accumulated deficit                                                (7,761,960)             (7,444,697)
                                                                       ------------            ------------


         Total stockholders' equity                                      5,748,203               6,065,466
                                                                       ------------            ------------

         Total liabilities and stockholders' equity                    $ 6,082,148             $ 6,351,263
                                                                       ============            ============
</TABLE>


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


                                        3

<PAGE>



                          TIMEBEAT.COM ENTERPRISES INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                              (In Canadian Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        SIX  MONTHS  ENDED  SEPTEMBER  30,
                                                                           2000                     1999
                                                                       ------------            ------------
<S>                                                                    <C>                     <C>
Net sales                                                              $    22,925             $       -0-
Less: Cost of goods sold                                                    (9,749)                    -0-
                                                                       ------------            ------------
Gross profit margin                                                         13,176                     -0-

Other revenue
   Advertising revenue                                                      20,594                     -0-
   Interest income                                                          23,894                   5,384
                                                                       ------------            ------------

Total Gross Income                                                          57,664                   5,384

General and administrative expenses
     Amortization                                                            5,685                   1,579
     Audit and accounting                                                    7,500                   5,300
     Consulting                                                             75,813                  22,082
     Foreign exchange (gain) loss                                           18,158                  12,495
     Interest and bank charges                                                 475                     670
     Legal                                                                   8,016                  19,734
     Management fees                                                        27,500                  95,572
     Office and administration                                              11,070                  11,311
     Rent                                                                   24,892                  16,936
     Salaries and wages                                                     60,461                   5,950
     Shareholder information                                                61,047                  30,550
     Telephone, fax and utilities                                           19,750                   9,645
     Transfer agent and regulatory fees                                      7,083                   9,603
     Travel and marketing                                                   47,477                  40,892
                                                                       ------------            ------------

Total general and administrative                                           374,927                 282,319

Net loss                                                               $  (317,263)            $  (276,935)
                                                                       ============            ============

Net loss per share, basic and diluted                                  $     (0.02)            $     (0.02)
                                                                       ============            ------------
</TABLE>

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

                                        4

<PAGE>



                          TIMEBEAT.COM ENTERPRISES INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In Canadian dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        SIX  MONTHS  ENDED  SEPTEMBER  30,
                                                                           2000                     1999
                                                                       ------------            ------------
<S>                                                                    <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                          $  (317,263)            $  (276,935)
     Adjustments to reconcile net loss to net cash used
     in operating activities:
         Depreciation and amortization                                       5,685                   1,579
     Cash provided by changes in working capital items                      76,832                 (40,552)
                                                                       ------------            ------------
Net cash used in operating activities                                     (234,746)               (315,908)
                                                                       ------------            ------------

CASH PROVIDED BY FINANCING ACTIVITIES:
     Proceeds on issuance of common shares                                     -0-               1,622,545
                                                                       ------------            ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Expenditures on mineral properties                                   (331,792)                 48,991
     Acquisition of capital assets                                         (11,442)                (16,867)
     Release (purchase) of restricted term deposit                             -0-                (205,000)
                                                                       ------------            ------------
 Net cash used in investing activities                                    (343,234)               (172,876)
                                                                       ------------            ------------

Net (decrease) increase in cash and cash equivalents                      (577,980)              1,133,761

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

     End of period                                                     $   283,319             $ 1,186,409
                                                                       ============            ============
</TABLE>



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

                                        5

<PAGE>



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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, and disclosures necessary for a fair presentation of these
financial statements have been included. These financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-KSB for the year ended March 31, 2000.
Results for the six months ended September 30, 2000 are not necessarily
indicative of the results that may be expected for any future quarter or for the
year ending March 31, 2001.

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

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

                                        6

<PAGE>



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

CURRENCY AND EXCHANGE RATES

Unless  otherwise  indicated,  all dollar amounts in this report are in Canadian
dollars.  The  following  table  sets  forth (i) the rates of  exchange  for one
Canadian dollar ("Cdn") expressed in one U.S. dollar at the end of each calendar
year;  (ii) the average  exchange  rates in effect on the last day of each month
during each calendar year; and (iii) the high and low exchange rates during each
calendar year.
<TABLE>
<CAPTION>
                                     1999             1998              1997             1996              1995
                                     ----             ----              ----             ----              ----

<S>                                 <C>              <C>               <C>              <C>               <C>
Rate At End Of Period:              0.6925           0.6504            0.7239           0.7300            0.7323

Average Rate Of Period:             0.6730           0.6740            0.7318           0.7332            0.7285

High Rate of Period:                0.6925           0.7105            0.7472           0.7524            0.7532

Low Rate of Period:                 0.6535           0.6340            0.7155           0.7219            0.7009
</TABLE>

Exchange  rates are based upon the noon  buying  rate in New York City for cable
transfers in foreign  currencies  as certified  for custom  purposes by the U.S.
Federal  Reserve Bank of New York.  The noon  exchange rate on November 3, 2000,
reported by the U.S.  Federal Reserve Bank of New York was Cdn$.6515  (US$1.00 =
Cdn$1.5348).

DIFFERENCES BETWEEN CANADIAN GAAP AND U.S. GAAP

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

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

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 six month periods ending September 30, 2000 and 1999.

                                        7

<PAGE>



OVERVIEW

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

We are an exploration stage company in the business of acquiring, exploring, and
if  warranted,  developing  mineral  properties  primarily  located  in  British
Columbia,  Canada.  We have acquired and subsequently  abandoned several mineral
properties in pursuit of our business. Our current mineral properties are not in
production and,  consequently,  we have no current operating income or cash flow
from these properties. We defer all exploration costs relating to our properties
and areas of geological  interest until the properties are placed in production,
sold or abandoned.  In 1999,  due to the price of minerals,  we chose to examine
other business possibilities.

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

In May 2000,  we began  developing  our new Web site called  timebeat4teens.com.
This Web site is an  e-commerce  site that will sell  jewelry,  watches,  music,
clothing and related  items to the young adult market age group between 10 to 24
years old. We believe that by  cross-promoting  our Web sites, we may be able to
reach both parents and their children. Although the Web site is not finished, we
have two programmers and have retained the services of a Web site developer. The
Web site will be database driven and all items,  customer  transactions  and the
functionality will include cold fusion.

We  have  been  receiving  merchandise  for   WWW.TIMEBEAT4TEENS.COM,   and  the
merchandise  has been  entered  into  inventory.  An  account  with UPS has been
established and software has been provided as well. A merchant  account has been
approved   so   that   customers   may   make   purchases   on   credit   cards.
Timebeat4teens.com   has  also  established   relationships  with  various  teen
magazines  that will assist us in the marketing of our unique site. The Web site
should be operational by December 2000.

In September 2000, we launched our auction component of  WWW.TIMEBEAT.COM  which
offers an  auction  and  authentication  of time  pieces,  jewelry  and  special
products.  We offer a twelve month  assurance  guarantee  for our buyers,  which
should  increase  their  confidence in making a purchase.  We  authenticate  the
products and issue a certificate of  authenticity  on each purchase.  Our buyers
are

                                        8

<PAGE>



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.

We have only  generated  minimal  revenues  since our  inception in 1986.  As of
September  30,  2000,  we have an  accumulated  deficit of  $7,761,960.  We have
suffered significant losses from operations,  require additional financing,  and
need to continue our exploration  activities and the development of our Internet
e-commerce  businesses.  Ultimately we need to generate  sufficient revenues and
successfully  attain profitable  operations.  Our present business operations do
not  generate  sufficient  revenues  to cover our  expenses.  We cannot  provide
assurance that our business operations will be able to do so.

RESULTS OF OPERATIONS

We incurred a net loss of $317,263 for the six months ended  September 30, 2000,
as compared to a net loss of $276,935  for the six months  ended  September  30,
1999.  Our sales  revenues  were $22,925 for the six months ended  September 30,
2000,  as compared to no revenues for the six months ended  September  30, 1999.
The revenues were generated from sales in our Internet  operations,  and are net
of sales or  promotional  discounts.  Revenue from the sale of fine gold jewelry
and watches is recognized  when the goods are shipped and received.  The cost of
goods sold related to these  revenues was $9,749,  leaving a gross profit margin
of $13,176.

The cost of goods sold  consisted  primarily  of the cost of the  products,  and
included such items as inbound and outbound  shipping costs.  Cost of goods sold
is  comprised  exclusively  of the  acquisition  cost  of the  merchandise  sold
inclusive of any import duties. Our inventory is valued at the lower of cost and
net realizable value.

In addition,  we generated  advertising  revenue from our Internet operations of
$20,594 and interest  income of $23,894.  For the  comparable  1999  period,  we
generated only interest income of $5,384.

Our general and  administrative  expenses were $374,927 for the six months ended
September 30, 2000,  as compared to $282,319 for the six months ended  September
30, 1999. We expense web site development expenditures in the year incurred. The
increased   expenditures   were  due  to  the  maintaining  of  two  web  sites,
(WWW.TIMEBEAT.COM  and  WWW.WATCHZONE.NET)  and the  design  of a third  site at
www.timebeat4teens.com.

ANTICIPATED TRENDS

We anticipate  that the current  level of sales will increase  during our fiscal
year ending  March 2001.  The expected  sales  increase is  attributable  to the
increased  exposure of our Web sites. 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, 2000, we used cash of $234,746 for our
operating activities,  as compared to $315,908 during 1999 quarter. The decrease
in the amount of cash used was  attributable to generating gross profit from the
Web site and lower Web site development costs.

                                        9

<PAGE>



While cash of  $1,622,545  was provided by proceeds  from the issuance of common
shares in the 1999 period,  no cash was provided by financing  activities during
the 2000 quarter. We used cash for investing  activities of $343,234 in 2000 and
$172,876 in 1999,  consisting  primarily of expenditures on mineral  properties.
The  mineral  property   expenditures  were  related  to  reclamation  of  prior
exploration activities.

At  September  30,  2000,  we had working  capital of  $224,239,  as compared to
$879,051  at March 31,  2000.  The  decrease  in working  capital  was caused by
continued  losses and  $331,792 of  reclamation  expenditures.  The  decrease in
working  capital will be partially  offset by the return of the restricted  term
deposit of $205,000 which should occur in the fiscal year 2001.

In November 2000, the Company expects to enter into an investment agreement with
Swartz Private Equity, LLC. The investment agreement will entitle the Company to
issue  and  sell,  at  its  option,  common  stock  for  up to an  aggregate  of
$25,000,000  from time to time  during a  three-year  period  commencing  on the
effective date of a registration statement (a "Put Right").  Management does not
know to what extent it will utilize this method of financing, but believed it to
be prudent to have the financing  mechanism in place should the need arise. This
investment agreement will provide the Company with a financing  alternative that
can be evaluated against other financing alternatives available to the Company.

In order to invoke a Put Right, the Company must have an effective  registration
statement on file with the Securities and Exchange  Commission  registering  the
resale  of  the  common  shares  that  may be  issued  as a  consequence  of the
invocation  of the Put  Right.  If the  Company  does  not  use  the  Put  Right
financing,  it will still be  obligated  to pay a non-usage  fee of a maximum of
$600,000  over the  three-year  period.  If the Company  does not "Put" at least
$1,000,000  worth of  common  stock  to  Swartz  during  each  six-month  period
following the date on which the registration  statement is declared effective by
the SEC, it must pay Swartz an  semi-annual  non-usage  fee.  The fee equals the
difference  between  $100,000 and 10% of the value of the shares of common stock
Put to Swartz during that annual period.  The fee is due and payable on the last
business day of each six calendar  month period  following the effective date of
the registration statement. Each semi-annual non-usage fee is payable to Swartz,
in cash,  within five (5) business  days of the date it accrued.  The Company is
not required to pay the  semi-annual  non-usage  fee to Swartz in periods it has
met the Put  requirements.  The  Company is also not  required  to  deliver  the
non-usage  fee payment  until  Swartz has paid the Company for all Puts that are
due.

During  the  term  of the  investment  agreement  and  for one  year  after  its
termination, the Company is prohibited from issuing or selling any capital stock
or securities  convertible into the Company's  capital stock for cash in private
capital  raising  transactions  or  enter  into  a  similar  agreement,  without
obtaining  the prior  written  approval of Swartz.  In addition,  Swartz has the
option for ten (10) days after  receiving  notice to purchase such securities on
the same terms and  conditions.  This right of first  refusal  does not apply to
acquisitions,  option plans,  strategic  partnerships or joint ventures,  or the
disposition  of a  business,  product  or  licence,  or a  primary  underwritten
offering of the Company's common stock. The Company  preliminarily  indicated in
its  agreement  with Swartz that it expects to use the  proceeds  received  from
Swartz for legal,  accounting and  distribution  expenses in connection with the
investment agreement, the purchase of additional inventory, marketing, staff and


                                       10
<PAGE>


general working capital purposes. These purposes were established as of the date
of the  agreement  with  Swartz,  and the  Company  has the right to change  the
purpose for which the funds will be used without giving notice to Swartz.

The Company anticipates raising a minimum of $2,000,000 in capital each year for
the next three years through the Swartz  Private  Equity,  LLC agreement  and/or
other  alternative  economically  prudent  instruments.  The Company will fund a
portion of its capital needs out of expected cash flows from operations. Funding
development out of operations may slow growth.

FINANCIAL CONDITION

Our total  assets  decreased  slightly  from  $6,351,263  at March  31,  2000 to
$6,082,148 at September 30, 2000. The decrease was primarily attributable to the
decrease in cash used in operations.  Correspondingly,  our stockholders' equity
decreased due to accumulated  deficit which  increased by the amount of our loss
for the six months ended September 30, 2000.

CAPITAL ASSETS

Our capital assets are recorded at cost and are amortized  over their  estimated
useful lives.  We use a declining  balance  method per annum as follows:  office
equipment 30%,  computer  equipment 30%, and computer  software 30%. For the six
months  ended  September  30, 2000,  our total cost of assets was $47,369,  with
total net book value of $39,230.

PLAN OF OPERATION

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

Our current and future  exploration  activities,  if any, are subject to various
federal,  state and local  environmental  laws and  regulations.  These laws and
regulations govern the protection of the environment,  prospecting, exploration,
development,  production,  taxes,  labor standards,  occupational  health,  mine
safety,  toxic substances and other matters. We expect to be able to comply with
these laws and do not  believe  that  compliance  will have a  material  adverse
effect on our competitive position. We intend to obtain all licenses and permits
required  by  all  applicable   regulatory   agencies  in  connection  with  our
exploration  and  reclamation  activities.  We intend to maintain  standards  of
compliance consistent with contemporary industry practice.


                                       11

INTERNET WEB SITES.  During the fiscal year ended 2000, we entered into a number
of  agreements  and  alliances  which had a  positive  impact on our Web  sites'
traffic.  To date, however,  they have not yet significantly  impacted sales. We
believe  this may be due in part to the  seasonal  nature  of  luxury  items and
because  www.watchzone.net,  which  generated  most  of the  traffic,  is not an
e-commerce  site. We are beginning to see some improvement in the second quarter
of the current  fiscal  year  compared  to the first  quarter.  Total sales have
increased from $13,632 (three months ended June 30) to $22,925 (six months ended
September 30, 2000).  Although  overall sales are still low, we are hopeful this
trend will continue.

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

In an effort to increase  sales in the  short-term,  we intend to  complete  our
unique auction service to differentiate our Web site from other luxury Web sites
which sell comparable items. We also believe that an auction service will appeal
to our existing the customers.  In the long-term,  we will focus on establishing
additional  strategic  alliances and continuing our marketing and advertising to
accelerate  the  adoption  of our brand name and  services.  We do not expect to
purchase any  significant  equipment  during the next twelve  months,  nor do we
expect to hire a significant number of employees during that time period.

ADDITIONAL FUNDING

As of September 30, 2000,  we had a working  capital  surplus of $224,239.  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  $205,000.  In  addition,  on October 13,  2000,  we
announced  a  private  placement  of  1,400,000  shares  and  warrants  which if
completed  would generate  gross proceeds of $630,000.  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 nine (9) months.

As a result, we will need external  financing  implement our plan of operations.
Sources of external  financing may include bank  borrowings and joint  ventures,
but will most likely be accomplished  through future debt and equity  offerings.
We cannot assure you that financing will be available to us on acceptable terms,
or at all. Our failure to obtain  additional  financing when needed could result
in  delay  or  the  indefinite  postponement  of  one or  both  of our  business
divisions, and the possible loss of your entire investment in us.


                                       12

<PAGE>



FORWARD-LOOKING STATEMENTS

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




                                       13

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.

ITEM 2.           CHANGES IN SECURITIES

                  Not Applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable.

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

On  September  29,  2000,  we held our  annual  meeting  in  Vancouver,  British
Columbia,  at which time the following  matters were submitted,  voted upon, and
approved by our shareholders:

1) Re-elected as directors:

         Thomas L. Crom, III        Votes for                    13,094,434
                                    Votes against                     2,975
                                    Votes withheld                  385,780
                                    Not voted                       155,500

         Michele Albo               Votes for                    13,082,634
                                    Votes against                         0
                                    Votes withheld                  400,555
                                    Not voted                       155,500

         Alexander Vileshin         Votes for                    13,094,434
                                    Votes against                         0
                                    Votes withheld                  388,755
                                    Not voted                       155,500

2) Appointment of Campbell, Saunders & Co., Chartered Accountants as auditors:

                                    Vote for                      13,195,56
                                    Votes against                    41,200
                                    Votes withheld                  246,424
                                    Not voted                       155,500




                                       14

<PAGE>



3) Increased  the   authorized  number of options in our Stock  Option Plan from
   2,750,000 to 3,200,000:

                                    Vote for                       2,445,605
                                    Votes against                    737,511
                                    Votes withheld                    23,524
                                    Not voted                     10,432,049

4) Approved the resetting of the exercise price of options which were granted to
   the following directors:

         a.  Thomas L. Crom, III. On August 16, 1999, Mr. Crom was granted
         600,000 options to purchase shares of the Company's common stock at an
         exercise price of Cdn$2.58 per share, which expire on August 16, 2004.
         In exchange for resetting the exercise price to Cdn$0.76 per share, Mr.
         Crom agreed to cancel 300,000 options.

         b.  Alexander Vileshin. On September 30, 1999, Mr. Vileshin was granted
         436,000 options to purchase shares of the Company's common stock at an
         exercise price of Cdn$1.78 per share, which expire on September 30,
         2004. In exchange for resetting the exercise price to Cdn$0.76 per
         share, Mr. Vileshin agreed to cancel 200,000 options.

         c.  Michele Albo. On August 16, 1999, Ms. Albo was granted 100,000
         options to purchase shares of the Company's common stock at an exercise
         price of Cdn$1.73, and on September 30, 1999, Ms. Albo was also granted
         350,000 options to purchase shares of the Company's common stock at an
         exercise price of Cdn$1.78 per share, which expire on August 12, 2004
         and September 30, 2004, respectively. In exchange for resetting all
         exercise prices to Cdn$0.76 per share, Ms. Vileshin agreed to cancel
         150,000 options.

                                    Vote for                       2,377,381
                                    Votes against                    792,635
                                    Votes withheld                    36,624
                                    Not voted                     10,432,049

5) Approved the grant of future options and any amendments of stock options:

                                    Vote for                       2,321,985
                                    Votes against                    797,215
                                    Votes withheld                    87,440
                                    Not voted                     10,432,049

6) Approved all  corporate  acts of the directors  during the fiscal  year-ended
   March 21, 2000:

                                    Vote for                     12,853,294
                                    Votes against                   456,705
                                    Votes withheld                   60,190
                                    Not voted                       168,500

                                       15

<PAGE>



ITEM 5.           OTHER INFORMATION

                  Not Applicable.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
                  A)       EXHIBITS

   REGULATION                                                                                          CONSECUTIVE
   S-B NUMBER                                         EXHIBIT                                          PAGE NUMBER

<S>               <C>                                                                                    <C>
3.1               Certificate of Name Change and Ordinary and Special Resolution.                        n/a(1)<F1>

3.2               Certificate of Incorporation and Memorandum.                                           n/a(1)<F1>

4.1               VSE acceptance dated January 3, 1996 of Private Placement announced                    n/a(1)<F1>
                  October 25, 1994.

4.2               VSE acceptance dated January 9, 1996 of Private Placement announced                    n/a(1)<F1>
                  November 5, 1995 and November 23, 1996.

4.3               VSE acceptance dated June 6, 1997 of Private Placement announced                       n/a(1)<F1>
                  February 2, 1997.

4.4               Sample Purchase Warrants.                                                              n/a(1)<F1>

4.5               Sample Purchase Options.                                                               n/a(1)<F1>

10.1              Letter Agreement dated October 10, 1993 between the Company and                        n/a(1)<F1>
                  Energex Minerals Ltd. regarding the JD Property (Amendment).

10.2              Agreement dated July 7, 1994 between the Company and Floralynn                         n/a(1)<F1>
                  Investments Ltd.

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

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

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

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

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

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

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

10.10             Minerals  Property  Earn-In  Agreement  dated  July  17,  1997
                  between the Company and Antares Mining and  Exploration Corporation.                   n/a(1)<F1>

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

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


                                       16

<PAGE>

   REGULATION                                                                                          CONSECUTIVE
   S-B NUMBER                                         EXHIBIT                                          PAGE NUMBER
<S>               <C>                                                                                    <C>
10.13             1996 Drilling Results.                                                                 n/a(1)<F1>

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

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

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

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

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

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

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

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

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

10.23             Stock Option Plan dated August 29, 1999.                                                 (2)<F2>

10.24             Letter of Intent dated March 5, 1999, between the Company, Watch Central                 (2)<F2>
                  Corporation and Timebeat.com Inc.

10.25             Agreement dated December 14, 1999 between the Company, Watchzone.net                     (2)<F2>
                  Inc., the management of Watchzone.net Inc., and Timebeat.com Inc.

10.26             Form of Investment Agreement between the Company and Swartz Private                       19
                  Equity, LLC.

27                Financial Data Schedule                                                                   68
---------------------
<FN>
(1)<F1>  Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended March 31, 1999, file
         no. 0-29260.
(2)<F2>  To be filed by amendment to the Company's Form 10-KSB for the fiscal year ended March 31, 2000.
</FN>
</TABLE>

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

                                       17

<PAGE>



                                   SIGNATURES

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

                                 TIMEBEAT.COM ENTERPRISES INC.
                                 (Registrant)


Date:    November 17, 2000       By:   /S/ THOMAS L. CROM
                                    --------------------------------------
                                    Thomas L. Crom, Corporate Secretary
                                    (Principal financial and accounting officer)




                                       17