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: December 31, 2001

[ ]           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
        For the transition period from _______________ to _______________

                         Commission file number 0-29260

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

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

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

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

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

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

           18,702,103 SHARES OF COMMON STOCK, $0.001 PAR VALUE, AS OF
                                FEBRUARY 15, 2002

 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 U.S. Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                      DECEMBER 31,               MARCH 31,
                                                                          2001                     2001
                                                                     --------------           --------------
<S>                                                                  <C>                      <C>
ASSETS

Current assets:
   Cash and cash equivalents                                         $      43,152            $      35,044
   Receivables                                                              26,752                   70,333
   Due from related parties (Note 4a)                                        7,804                   74,454
   Prepaid expenses                                                          1,320                    1,250
   Inventory                                                               176,328                  182,546
                                                                     --------------           --------------
         Total current assets                                              255,356                  363,627

Restricted term deposits                                                         -                   12,692
Investment in Watchzone websites                                             3,333                    3,500
Capital Assets, net                                                         18,727                   23,156
                                                                     --------------           --------------

Total assets                                                         $     277,416            $     402,975
                                                                     ==============           ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued liabilities                          $      58,619            $     168,336
   Due to related parties (Note 4b)                                         20,654                  106,445
   Share subscriptions received                                            125,600                   40,041
                                                                     --------------           --------------
         Total current liabilities                                         204,873                  314,822

Stockholders' equity:
   Common stock, with a par value of $0.001 per share,
   100,000,000 shares Authorized;
   18,216,770 and 16,511,204 shares
   Issued and outstanding at December 31, 2001 and
   March 31, 2001 respectively (Note 5)                                     18,217                   16,511
Additional paid-in capital                                              15,356,017               14,668,080
   Share subscriptions receivable                                         (106,000)                       -
Deferred stock-based compensation for the period                          (164,449)                (152,034)
Cumulative translation adjustment                                           45,800                   45,800
   Deficit                                                              (5,336,759)              (4,749,921)
   Deficit accumulated during exploration stage                         (9,740,283)              (9,740,283)
                                                                     --------------           --------------
          Total stockholders' equity                                        72,543                   88,153
                                                                     --------------           --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $     277,416            $     402,975
                                                                     ==============           ==============
</TABLE>

      See accompanying notes to interim consolidated financial statements.


                                       3
<PAGE>


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

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                                  DECEMBER 31,                           DECEMBER 31,
                                                          2001                 2000                 2001                2000
                                                    -----------------     ---------------      --------------     ---------------
<S>                                                 <C>                   <C>                  <C>                <C>
SALES                                               $         49,883      $       10,387       $      57,056      $       25,862

Cost of goods sold                                            24,030               1,382              32,470               7,966
                                                    -----------------     ---------------      --------------     ---------------

GROSS PROFIT                                                  25,853               9,005              24,586              17,896
                                                    -----------------     ---------------      --------------     ---------------

EXPENSES
  Advertising                                                 31,409               5,162              33,718              24,086
  Amortization                                                 1,362               1,855               4,429               5,693
  Bad debt expense                                                 -                   -               4,938                   -
  Management and consulting fees                              99,068              50,299             167,788             113,601
  Foreign exchange (gain) loss                                  (140)            (15,233)              6,239              (5,640)
  Interest and bank charges                                    1,613               1,315               4,637               1,718
  Inventory write down                                             -                   -               5,594                   -
  Professional fees                                           18,435              41,329              78,304              51,801
  Office and administration                                    4,548               3,984              10,551              11,655
  Rent                                                         6,495              10,484              19,660              30,107
  Salaries and wages                                           9,304              19,118              36,273              59,930
  Investor information and relations                           1,308              25,944              14,232              78,621
  Telephone, fax and utilities                                10,014                (410)             24,614              12,977
  Transfer agent and regulatory fees                           1,985               3,954               7,166               8,733
  Travel                                                         579               1,753               3,838               3,331
  Stock-based compensation                                    41,327              43,974             137,414             632,832
  Website development                                         14,650              27,492              51,318              35,809
                                                    -----------------     ---------------      --------------     ---------------

TOTAL EXPENSES                                               241,957             221,020             610,713           1,065,254
                                                    -----------------     ---------------      --------------     ---------------

Loss before other items                             $       (216,104)     $     (212,015)      $    (586,127)     $   (1,047,358)
   Interest and other income                                  10,279              15,469              12,094              31,590
   Mineral exploration                                             -              (4,647)             (4,431)           (228,498)
   Debt settlement                                            (8,374)                  -              (8,374)                  -
                                                    -----------------     ---------------      --------------     ---------------

LOSS FOR THE PERIOD                                 $       (214,199)     $     (201,193)      $    (586,838)     $   (1,244,266)
                                                    -----------------     ---------------      --------------     ---------------

LOSS PER SHARE, BASIC AND DILUTED                   $          (0.01)     $        (0.01)      $       (0.03)     $        (0.08)
                                                    =================     ===============      ==============     ===============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING             18,001,733          16,220,028          17,237,201          16,218,147
                                                    =================     ===============      ==============     ===============
</TABLE>

      See accompanying notes to interim consolidated financial statements.

                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                  NINE MONTHS ENDED DECEMBER 31,
                                                                                 2001                        2000
                                                                        ----------------------       ----------------------
<S>                                                                     <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Loss for the period                                                  $            (586,838)       $          (1,244,266)
   Adjustments to reconcile net loss to net cash used
   in operating activities:
        Stock based compensation                                                      137,414                      632,832
        Amortization                                                                    4,429                        5,693
        Inventory writedown                                                             5,594                            -
        Debt settlement                                                                 8,374                            -
        Services provided for shares                                                   24,666                            -
   Changes in working capital items:
        Accounts receivable                                                            43,581                       45,228
        Due from related parties                                                       66,650                            -
        Prepaid expenses                                                                  (70)                     (78,000)
        Inventory                                                                         624                      (51,518)
        Restricted term deposits                                                           -                       127,667
        Due to related parties                                                        (85,791)                           -
        Accounts payable and accrued liabilities                                      (31,414)                      25,524
                                                                        ----------------------       ----------------------
NET CASH USED IN OPERATING ACTIVITIES                                                (412,781)                    (536,840)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds on issuance of common shares                                             295,289                        2,300
    Subscriptions received                                                            125,600                       30,697
                                                                        ----------------------       ----------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                             420,889                       32,997

CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of capital assets                                                           -                      (11,141)
                                                                        ----------------------       ----------------------
NET CASH USED IN INVESTING ACTIVITIES                                                       -                      (11,141)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        8,108                     (514,984)

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                               35,044                      592,447
                                                                        ----------------------       ----------------------

     End of period                                                      $              43,152        $              77,463
                                                                        ======================       ======================

===========================================================================================================================
CASH PAID DURING THE PERIOD FOR:
         Interest                                                                           -                            -
         Income Taxes                                                   $                   -        $                   -
===========================================================================================================================
</TABLE>
Supplemental disclosure for non-cash financing and investing activities:

During the nine-month period ended December 31, 2001, the Company issued 167,400
shares of common stock totaling $73,818 and assigned term deposits of $12,692 in
exchange for  settlement of certain debt. In addition the Company  issued 50,000
shares of common stock aggregating $16,000 as a share based compensation payment
to a consultant.  Further at December 31, 2001 the Company had received $125,600
not issued until January 2002 and in addition issued 353,333 common shares at an
aggregate  value  of  $106,000  which  had not  been  paid  for.  There  were no
significant  non-cash  financing or investing  activities  during the nine-month
period ended December 31, 2000.


      See accompanying notes to interim consolidated financial statements.

                                       5
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
December 31, 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.  Upon  becoming a Nevada  corporation  a par
     value of $0.001 was assigned to the Company's  shares. No changes were made
     to the authorized or issued common stock. 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 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  nine-month
     period  ended  December  31,  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   financings,   or  generate
     profitable  operations  in the  future.  It is  management's  plan  to seek
     additional capital through equity financings.

     ===========================================================================
                                              December 31,            March 31,
                                                      2001                 2001
     ---------------------------------------------------------------------------

     Deficit                                 $(15,077,042)         $(14,490,204)
     Working capital                               50,483                48,805
     ===========================================================================

3.   BASIS OF PRESENTATION

     GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

     The  Company  has  prepared  these  consolidated  financial  statements  in
     conformity  with United States  generally  accepted  accounting  principles
     ("U.S.  GAAP").  Previously,  the Company  had  prepared  its  consolidated
     financial   statements  in  accordance  with  Canadian  generally  accepted
     accounting  principles  ("Canadian  GAAP")  with notes to the  consolidated
     financial statements outlining significant differences between Canadian and
     United States  reporting  policies,  including  schedules  reconciling  the
     balance sheet, operations,  deficit and cash flow information.  As a result
     of this change in basis of  presentation  from  Canadian  GAAP to U.S. GAAP
     adopted by the Company,  the  historical  financial  positions,  results of
     operations,  shareholders' equity and cash flows have been recast into U.S.
     GAAP. 4.


                                       6

<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
December 31, 2001
--------------------------------------------------------------------------------

4.   RELATED PARTY TRANSACTIONS

     a)  Due from related parties consists of the following:

     ===========================================================================
                                                 December 31,          March 31,
                                                         2001               2001
     ---------------------------------------------------------------------------

     Due from a director                         $          0      $       3,000
     Due from a company controlled by a director            0             32,084
     Due from a company subject to significant
     influence by a director                            7,804             39,370
                                                 -------------     -------------
                                                 $      7,804      $      74,454
     ===========================================================================

     b)  Due to related parties consists of the following:

     ===========================================================================
                                                 December 31,          March 31,
                                                         2001               2001
     ---------------------------------------------------------------------------
     Due to a director                           $          0      $       1,988
     Due to companies controlled by directors
     and persons related to directors                   4,516             65,017
     Due to a company subject to significant
     influence by a director                           16,138             39,440
                                                 -------------     -------------
                                                 $     20,654      $     106,445
     ===========================================================================

     c)  Expenses during the nine-month periods ended December 31, 2001 and 2000
         respectively include the following amounts paid or accrued to directors
         and companies controlled by directors  and former directors  or persons
         related to directors:

     ===========================================================================
                                                         2001               2000
     ---------------------------------------------------------------------------
     Management and consulting fees              $    128,693      $      55,900
     Rent                                              14,850             24,900
                                                 -------------     -------------
                                                 $    143,543      $      80,800
     ===========================================================================

     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 nine-month  periods ended
         December 31, 2001 and 2000 respectively are as follows:

     ===========================================================================
                                                         2001               2000
     ---------------------------------------------------------------------------
     Sales                                       $     18,551      $      23,478
     Purchases                                              0                  0
     Rent                                               4,500             18,000
     Wages                                              1,981             52,394
     ===========================================================================

                                       7
<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
December 31, 2001
--------------------------------------------------------------------------------

4.  RELATED PARTY TRANSACTIONS (cont.)

     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 $106,000 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.

     On December 31, 2001 the company issued by way of a debt settlement a total
     of 167,400 shares, 18,900 of which had a deemed cost of $0.37 per share and
     the  balance  had a deemed  cost of $0.45 per  share to settle  outstanding
     balances.  The shares were issued to four parties  related to legal mineral
     property  reclamation costs as well as financial,  accounting and marketing
     services. Two of the four parties are directors of the Company and received
     a total of 68,500 shares. In addition,  the company issued 50,000 shares to
     a  consultant  to the  Company as part of a services  contract  at a  value
     of $24,666.

     a)  WARRANTS

         The following is a summary of the  status  of share  purchase  warrants
         outstanding at December 31, 2001:

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

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

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


                                       8
<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
December 31, 2001
--------------------------------------------------------------------------------

5.   COMMON STOCK (CONT.)

     b)  STOCK OPTION PLAN

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

         During the three months ended December 31, 2001, the company  granted a
         third party  consultant  an option to acquire  120,000  shares (for the
         nine months ended December 31, 2001 option grants totaled  471,500) and
         cancelled a total of 71,000  options  granted to  consultants no longer
         provinding  services to the Company (for the nine months ended December
         31,  2001  options  cancelled  totaled  71,000)  and  no  options  were
         exercised  in the period (for the nine months  ended  December 31, 2001
         option  exercised  totaled 64,000).  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 Decemeber  31, 2001 none of these sales  targets
         had  been  met and  accordingly,  none of the  options  related  to the
         perfume agreement had been granted.

         Options to acquire common shares have been granted and are  outstanding
         and  exercisable  at  December  31,  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
                    66,000                 0.56           December 15, 2004
                    50,000                 0.76           May 5, 2005
                    80,000                 0.76           May 19, 2005
                    50,000                 1.15           June 15, 2005
                    55,000                 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
                   120,000                 0.37           November 21, 2006
                   -------

                 2,257,500
         =======================================================================

         As at December  31,  2001,  options to  purchase  up to 942,500  shares
         remained available to be granted under the Plan.


                                       9

<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
December 31, 2001
--------------------------------------------------------------------------------

5.   COMMON STOCK (CONT.)

     c)  STOCK BASED COMPENSATION

         The following is a summary of the stock based  compensation plan during
         the nine month period ended December 31, 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
                                              =============

         Granted                                  250,000           $  0.33
         Exercised                                (64,000)          $  0.22
                                              -------------
         Outstanding at September 30, 2001      2,208,500           $  0.48
                                              =============

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

         Granted                                  120,000           $  0.37
         Cancelled                                (71,000)          $  0.56
                                              -------------

         Outstanding at December 31, 2001       2,257,500
                                              =============

         Exercisable at December 31, 2001       1,865,000
                                              =============
                                                                    $  0.26
         Weighted average fair value of options granted during the nine month
         period ended December 31, 2001

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

         The Company granted 120,000 options to a third party consultant  during
         the  three-month  period ended December 31, 2001 and a total of 471,500
         for the  nine-month  period ended December 31, 2001.  Accordingly,  the
         stock-based  compensation  recognized  using the Black  Scholes  Option
         Pricing  Model was $ 29,568  for the  first  quarter,  $57,570  for the
         second quarter and $40,285 for the third quarter.  The amount  expensed
         for the granting of stock options  during the  nine-month  period ended
         December  31, 2001 was $ 115,009  (during the nine month  period  ended
         December 31, 2000 - $114,612). A balance of $164,449 is to be amortized
         to expense  over the  remaining  term of  consultants'  and  employees'
         services that range over a period of three years.


                                       10

<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
December 31, 2001
--------------------------------------------------------------------------------

5.   COMMON STOCK (CONT.)

     c)  STOCK BASED COMPENSATION (CONT.)

         The company issued 90,400  warrants to third party  consultants  during
         the  nine-month  period  ended  December  31,  2001 and  904,000 in the
         nine-month  period ended  December 31, 2000.  Accordingly,  stock based
         compensation  expense recognized for the issuance of the warrants using
         the Black Scholes option-pricing model was $22,405 (December 31, 2000 -
         $518,220).

         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:

                                                 December 31          March 31
                                                     2001               2001
                                                 ------------      -------------
                  Risk free interest rate            4.75%            6.41%
                  Expected life                   2.89 years         3 years
                  Expected volatility               139.31%         123% - 227%

6.   SEGMENTED INFORMATION

     The  Company  operates  in the  business  of selling  jewelry,  watches and
     clothing and related products through e-commerce retail web-sites.  For the
     nine months ended  December 31, 2001,  substantially  all of the  Company's
     activity  related to the  e-commerce  retail  websites  except for  mineral
     property expenditures (recoveries) of $4,431 (2000 - $228,498).

     Segmented information as of December, 2001 comprises the following:

<TABLE>
<CAPTION>
===============================================================================================================
                                                                    CANADA            U.S.A.           TOTAL
---------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>             <C>
Capital assets                                                   $    3,473        $   15,254      $   18,727
Total assets                                                          5,969           271,447         277,416
Sales                                                                     -            57,056          57,056
Interest income                                                       2,078                 -           2,078
Loss                                                                316,715           270,123         586,838
===============================================================================================================
</TABLE>

7.   CONTINGENCIES AND COMMITMENTS

     a)  The  Company had accrued $24,703 (CDN$35,000) against a joint claim for
         $27,454 (March 31, 2001;  $61,522) made against the Company for mineral
         property  work.  On  December  31,  2001,   the  Company   settled  the
         outstanding claim by way of issuing 50,000 shares at a value of $22,500
         and  assigning  reclamation  bonds with a value of $12,692 to the party
         who initiated the claim against the Company.

     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.


                                       11
<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
(Unaudited)
December 31, 2001
--------------------------------------------------------------------------------

7.   CONTINGENCIES AND COMMITMENTS (cont.)

     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.

8.   SUBSEQUENT EVENTS

     On  January 8, 2002 the Company issued 66,666 shares by way of the exercise
     of stock options at a price of $0.32 per share for proceeds of $21,333 held
     by a consultant to the Company

     On  February  6, 2002 the SEC  declared  the  Company's  SB-2  registration
     statement effective, qualifying for resale shares previously issued as part
     of previous  private  placements as well as 994,900  shares  underlying the
     exercise  of  commitment  warrants  issued to  Swartz  Private  Equity  LLC
     comprised of 904,000 common shares of at an exercise price of US$0.75 until
     July 10, 2005 and 90,900  warrants  with an  exercise  price of $0.34 until
     April 10, 2006.  The SB-2 also  qualifies  for resale  shares that would be
     issuable to Swartz Private Equity LLC under the terms and conditions of the
     investment  agreement  as part of the equity  based line of credit  wherein
     Swartz  committed  to  provide up to $25  million of funding  over a 3 year
     period subject to certain market place volume limitations.

     On February 11, 2002 the Company issued a total of 418,667 shares by way of
     a private  placement at a price of $ 0.30 per share for share subscriptions
     received of  $125,600.  The  resale of these  shares  issued as part of the
     private placement were qualified under the Company's SB-2 registration that
     was filed with the Securities and Exchange Commission.







                                       12
<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 nine-month periods ending December 31, 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  three  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,  the second of which is an  informational
site for watch  enthusiasts  while the third  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 that time, 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.


                                       13

<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
December  31,  2001,  we have an  accumulated  deficit of  $15,077,042.  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.

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.  As of October 16, 2001,  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.

RESULTS  OF  OPERATIONS  NINE  MONTHS  ENDED  DECEMBER 31, 2001 COMPARED TO NINE
MONTHS ENDED DECEMBER 31, 2000

For the nine months  ended  December 31, 2001 we incurred a net loss of $586,838
as compared to a net loss of $1,244,266  for the nine months ended  December 31,
2000.  Our total  revenues  were $57,056 for the nine months ended  December 31,
2001, as compared to revenues of $25,862 for the nine months ended  December 31,
2000.  This strong growth,  an increase of 220%, is attributable to an increased
awareness of our web sites

                                       14
<PAGE>

www.timebeat4teens.com  and  www.timebeat.com  and  the  product  launch  of our
exclusive Allison brand watches early in the year.

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 consisted  primarily of the acquisition  cost of the merchandise sold
inclusive of any import duties,  and includes such items as inbound and outbound
shipping costs.  Our inventory is valued at the lower of cost and net realizable
value.

Our total expenses from e-commerce related operations were $610,713 for the nine
months ended  December 31, 2001, as compared to  $1,065,254  for the nine months
ended December 31, 2000.  Including  mineral  property  expenses,  overall total
expenses  decreased  by 53% or  $678,900.  This  is  primarily  attributable  to
decrease in stock based  compensation of $495,418 as well as decrease in mineral
property  expenses of  $224,067.  The  Company  was largely  inactive in mineral
exploration  during the nine months ended  December 31, 2001 whereas it incurred
$228,498 in mineral  property  expenses  related to reclamation  work during the
nine-months  ended  December 31, 2000  Increased  expenditures  were incurred in
professional  and consulting fees while we completed our  re-incorporation  from
Canada to the US and costs  associated with our SEC  registration  statement for
our $25 million financing and to a lesser extent,  initial marketing for "Dance"
and "Classified"  perfume lines.  Marketing  expenses also increased during this
period with the hiring of a part time marketing person, Cara Santiago,  who left
the Company in January 2002.

With the company now a Nevada corporation and the registration  statement having
been  accepted by the SEC,  we do not expect the  professional  fees,  which are
primarily legal and accounting costs to be as high in future periods. We expense
web site development  expenditures in the year incurred,  which was $51,318, and
$35,809 for the nine months ended December 31, 2001 and 2000 respectively.

ANTICIPATED TRENDS

Due to our limited  operating  history and the  seasonality of our sales, we are
unable to  estimate  future  sales or  trends  at this time with any  reasonable
degree of certainty.  However recent trends  indicate a rising level of sales of
watches and jewelry  associated with some new marketing  efforts the company has
undertaken.  Traffic is starting to build on our timebeat4teens website and with
marketing  initiatives such as the MTV The Real World / Road Rules Battle of the
Seasons sponsorship  beginning in March of 2002, we do expect to see an increase
in website traffic and with it an increase in sales. In addition, we have seen a
high degree of interest  from a number of  distributors  concerning  our perfume
lines,  which we hope will have a positive  impact on future  sales.  Successful
completion of distribution arrangements and resulting sales has the potential to
have a pronounced impact on sales revenue.

LIQUIDITY

During the nine months ended December 31, 2001, we used cash of $412,781 for our
operating  activities,  as compared to $536,840 during 2000. The decrease in the
amount of cash used was  attributable  to  generating  gross profit from the Web
site and a $224,067  decrease in mineral  exploration costs during 2001. Cash of
$420,889 was provided by proceeds from the issuance of common shares in the 2001
period  while $32,997  was  provided  by  financing  activities  during the 2000
period.  We used cash for  investing  activities  of $-0- in 2001 and $11,141 in
2000, consisting primarily of expenditures of computer equipment.

At December 31, 2001, we had working capital of $50,483,  as compared to $48,805
at March 31, 2001. The slight  increase of $1,678 working  capital is attributed
to additional cash raised by the sale of common stock.

                                       15
<PAGE>

FINANCIAL CONDITION

Our total assets decreased  slightly from $402,975 at March 31, 2001 to $277,416
at December 31, 2001. The decrease was primarily  attributable  to the reduction
of  current  assets  and  liabilities   and  continued  loss  from   operations.
Correspondingly,  our stockholders'  equity decreased due to accumulated deficit
which increased by the amount of our loss for the nine months ended December 31,
2001. As part of our re-incorporation into the State of Nevada, our common stock
changed  from having no par as of March 31, 2001 to having a par value of $0.001
as of December 31, 2001.  Although this had no net effect on total shareholder's
equity,  it did  reclassify  amounts  from Common  Stock to  Additional  Paid in
Capital.

CAPITAL ASSETS

Our capital assets are recorded at cost and are amortized  over their  estimated
useful lives.  We use a declining  balance  method per annum as follows:  office
equipment 30%,  computer  equipment 30%, and computer software 30%. For the nine
months ended December 31, 2001, our capital assets had a total net book value of
$18,727.

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 some  mineral  claims and leases.  In December of 2001 the company
assigned its right to certain reclamation bonds to a third party who assumes all
reclamation  responsibility.  We do not  anticipate  that we will  purchase  any
significant equipment for exploration activities during this time period. In the
event we do undertake any  exploration  activity,  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.

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 and are now  beginning  to impact  sales.  We are  beginning to see some
improvement  in the third  quarter of the current  fiscal  year  compared to the
second  quarter.  This trend  continued  in the month of January  2002 and early
February in spite of those months typically  showing  decreased sales within the
watch and jewelry industry.

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.

                                       16
<PAGE>

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
that 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.

In December  2001  Timebeat  agreed to sponsor one show of "The Real  World/Road
Rules Battle of the Seasons  Challenge!"  which is produced by Bunin-Murray  for
MTV.  This  show  will be aired  eight  (8)  times  through  calendar  year 2002
beginning in March.  As one of the most  watched  shows on MTV we hope this will
increase  traffic to our teen site at  www.timebeat4teens.com  Timebeat has also
had  discussions  with  Bunin-Murray   about  developing  an  ongoing  marketing
relationship with MTV.

ADDITIONAL FUNDING

As of December 31, 2001, we had a working capital  surplus of $50,483.  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.

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.

On  February  6,  2002,  our  registration  statement  covering  our  investment
agreement with an  institutional  private equity fund to purchase of up to US$25
million of Timebeat common stock over a three-year period was declared effective
with the SEC.  Funds  will be made  available  to  Timebeat,  subject to certain
conditions. As part of the US$25 million equity commitment,  Timebeat has issued
warrants to the  institutional  private  equity fund to purchase  904,000 common
shares of Timebeat at an exercise  price of US$0.75 with an  expiration  date of
November 16, 2005 and 90,900 warrants with an exercise price of $.34

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  Reform  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.


                                       17
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Not Applicable.

ITEM 2.  CHANGES IN SECURITIES

During the three (3) months ended December 31, 2001 we issued 217,440 shares. Of
these  shares  167,400  shares were issued to settle debt and 50,000 were issued
for consulting services.  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.

On February 6, 2002, the Securities  and Exchange  Commission  declared that the
registrant's  registration  statement on Form SB-2 (file number  333-59222)  was
effective. The registration statement covered the resale by selling stockholders
and warrant holders of up to 40,368,070 shares of the registrant's common stock.
The  registrant  will not receive any of the  proceeds  from the resale of these
shares.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

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

Not Applicable.

ITEM 5.  OTHER INFORMATION

Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a)       EXHIBITS

REGULATION
S-B NUMBER             EXHIBIT

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

   3.1       Certificate of Name Change and Ordinary and Special Resolution (2)

   3.2       Certificate of Incorporation and Memorandum (2)

   3.3       Articles of Incorporation (3)

   3.4       Bylaws (3)

                                       18
<PAGE>

REGULATION
S-B NUMBER             EXHIBIT

   4.1       VSE acceptance dated January 3, 1996 of Private Placement announced
             October 25, 1994 (2)

   4.2       VSE acceptance dated January 9, 1996 of Private Placement announced
             November 5, 1995 and November 23, 1996 (2)

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

   4.4       Sample Purchase Warrants (2)

   4.5       Sample Purchase Options (2)

  10.1       Letter Agreement dated October 10, 1993 between the Company and
             Energex Minerals Ltd. regarding the JD Property (Amendment) (2)

  10.2       Agreement dated July 7, 1994 between the Company and Floralynn
             Investments Ltd. (2)

  10.3       Letter Agreement dated September 30, 1994 between the Company and
             Energex Minerals Ltd. (2)

  10.4       Letter Agreement dated April 13, 1995 between the Company and David
             Ford (2)

  10.5       Consulting Agreement dated September 15, 1995 between the Company
             and Founders Group Management Ltd. (2)

  10.6       Agreement dated January 10, 1996 between the Company and Energex
             Minerals Ltd. (2)

  10.7       Agreement dated June 14, 1996 between the Company and Energex
             Minerals Ltd. (2)

  10.8       Agreement dated December 6, 1996 between the Company and Cheni
             Resources Inc. and Meota Resources Corp. (2)

  10.9       Joint Venture Agreement dated August 1, 1997 between the Company
             and Antares Mining and Exploration Corporation (2)

  10.10      Minerals Property Earn-In Agreement dated July 17, 1997 between the
             Company and Antares Mining and Exploration Corporation (2)

  10.11      1994 Drilling Results (2)

  10.12      1995 Drilling Results (2)

  10.13      1996 Drilling Results (2)


                                       19

<PAGE>
REGULATION
S-B NUMBER             EXHIBIT

  10.14      Maps of the Company's Properties (2)

  10.15      Flow-Through Funding and Renunciation Agreement dated May 10, 1996
             between the Company and Henry A. Meyer (2)

  10.16      Flow-Through Funding and Renunciation Agreement dated May 10, 1996
             between the Company and John Peterson (2)

  10.17      Flow-Through Funding and Renunciation Agreement dated May 10, 1996
             between the Company and Kenneth A. Thompson (2)

  10.18      Flow-Through Funding and Renunciation Agreement dated December 21,
             1995 between the Company and Sandy Lynn Gammon (2)

  10.19      Flow-Through Funding and Renunciation Agreement dated December 21,
             1995 between the Company and Lorraine McWilliams (2)

  10.20      Flow-Through Funding and Renunciation Agreement dated December 21,
             1995 between the Company and Thomas Mitchell (2)

  10.21      Flow-Through Funding and Renunciation Agreement dated December 21,
             1995 between the Company and Janet Thompson (2)

  10.22      Flow-Through Funding and Renunciation Agreement dated December 21,
             1995 between the Company and Olza Tien (2)

  10.23      Stock Option Plan dated August 29, 1999 (5)

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

  10.25      Agreement dated December 14, 1999 between the Company,
             Watchzone.net Inc., the management of Watchzone.net Inc., and
             Timebeat.com Inc. (5)

  10.26      Form of Investment Agreement between the Company and Swartz Private
             Equity, LLC. (4)

  10.27      Timebeat.com Asset Acquisition Agreement of Watchzone.net and
             Watchzone.tv, and Employment Agreement dated November 1, 2000 (5)

  10.28      Malaspina Consultants Inc. Term Sheet office lease dated August 27,
             1998 (5)

  10.29      Consulting Agreement with Palm Beach Consulting Corp. dated
             February 25, 2001 (5)

                                       20
<PAGE>
REGULATION
S-B NUMBER             EXHIBIT


  10.30      Amended and Restated Investment Agreement between the Company and
             Swartz Private Equity dated October 10, 2001 (5)

  10.31      Amended and Restated Registration Rights Agreement between the
             Company and Swartz Private Equity dated October 10, 2001 (5)

  10.32      Form of Commitment Warrants (5)

  10.33      Letter of Intent between Timebeat.com Enterprises Inc. and
             Frontline Performance, Inc. dated April 12, 2001 (5)

  10.34      Consulting Agreement with Eureka Ventures Inc. dated January 1,
             2001 (6)

  10.35      Consulting Agreement with Michele Albo dated June 1, 1999 (6)

---------------------
(1)      Incorporated by reference to our proxy materials filed July 3, 2001.
(2)      Incorporated by reference to our Annual Report on Form 20-F for the
         fiscal year ended March 31, 1999, file no. 0-29260.
(3)      Incorporated by reference to our registration statement on Form S-8,
         file no. 333-75474.
(4)      Incorporated by reference to our Quarterly Report for the period ended
         September 30, 2000, file no. 0-29260.
(5)      Incorporated by reference to our Registration Statement on Form SB-2,
         file no. 333-59222.
(6)      Incorporated by reference to our Annual Report on Form 10-KSB for the
         fiscal year ended March 31, 2001, file no. 0-29260.

(b)      REPORTS ON FORM 8-K:

         The  registrant  filed a report  on Form 8-K dated  October16,  2001 on
         October 19, 2001,  reporting  under Item 4 the change of  incorporation
         from  the  Yukon  Territory  to  the  State  of  Nevada.  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:    February  19, 2002         By:  /s/ Thomas L. Crom
                                       -----------------------------------------
                                       Thomas L. Crom, Corporate Secretary
                                       (Principal financial officer)







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