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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                              FORM 10-KSB
                            AMENDMENT NO. 1
(Mark One)
   [ X ]   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

     For the fiscal year ended          December 31, 2000
                                        -----------------

   [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

      For the transition period from _______________ to ______________

      Commission file number: 0-27557

                             Career Worth, Inc.
              ------------------------------------------------
             (Exact Name of registrant as specified in Charter)


              Utah                                         87-0663193
  ----------------------------                          ----------------
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                        Identification No.)


            385 East 800 South, Orem, Utah               84097-6387
        --------------------------------------------------------------
         (Address of Principal Executive Offices)        (Zip Code)


                              (801) 426-4600
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to section 12(g) of the Act:

                     Common Stock, $0.001 par value
                     ------------------------------
                           (Title of Class)

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

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 1 KSB [ X ].

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                           TABLE OF CONTENTS

                                PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                         4
     Business in General                                                 4

     Summary of Business Operations                                      5
     Competition                                                         7
     Trademarks                                                          9
     Employees                                                           9
ITEM 2.  DESCRIPTION OF PROPERTY                                         9
     Offices                                                             9
     Other Property                                                     10
ITEM 3.  LEGAL PROCEEDINGS                                              10
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS          11

                               PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS       11
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION      11
     Cautionary Statement Regarding Forward-looking Statements          11
     Year 2000 Disclosure                                               12
     Results of Operations                                              12

     Year ended December 31, 2000 compared to year ended
      December 31, 1999                                                 12
     Liquidity and Capital Resources                                    13
     Impact of Inflation                                                14
     Principal Customers                                                14
     Seasonality                                                        14
ITEM 7.  FINANCIAL STATEMENTS                                           14
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE                                      14

                               PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
          PERSON; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT     15

     Biographical Information                                           15
     Compliance with Section 16(a) of the Exchange Act                  16
ITEM 10.  EXECUTIVE COMPENSATION                                        17
     Employment Agreements and Benefits                                 17
     Compensation of Directors                                          18
     Resignation of Officer and Director                                18
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT                                                   19
     Security Ownership of Certain Beneficial Owners                    19
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                20
     Transactions with Management and Others                            20
     Certain Business Relationships                                     20
     Indebtedness of Management                                         20
     Transactions with Promoters                                        20
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                              21
SIGNATURES                                                              21

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ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
     (a) (1) FINANCIAL STATEMENTS.  The following financial statements are
included in this report:

Title of Document                                                         Page
-----------------                                                         ----
Independent Auditor's Report of HJ & Associates, LLC                       22
Balance Sheet as of December 31, 2000                                      23
Statements of Operations for the years ended December 31, 2000 and 1999
     and from inception of the development stage on January 1, 2000
     through December 31, 2000                                             25
Statements of Stockholders' Equity for the years ended December 31,
     2000 and 1999                                                         26
Statements of Cash Flows for the years ended December 31, 2000 and 1999
     and from inception of the development stage on January 2, 2000
     through December 31, 2000                                             28
Notes to Financial Statements                                              29

     (a) (2) FINANCIAL STATEMENT SCHEDULES.  The following financial statement
schedules are included as part of this report:
          None
     (a) (3) EXHIBITS.  The following exhibits are included as part of this
report:
     NONE.

     (b) Reports on Form 8-K.
          The Company filed a report on Form 8-K with the Commission on
November 8, 2000 disclosing the change of domicile merger to Nevada and the
name change to Career Worth, Inc.

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following person on behalf
of the Registrant and in the capacity and on the date indicated:

                           DYNAMIC INFORMATION SYSTEM & EXCHANGE, INC.

Date: April 16, 2001       By:  /S/ Larry D. Heaps, President and Director

                           By:  /S/ Curtis T. Johnson, CEO and Director

                           By:  /S/ Troy L. Corriveau, COO